ARTICLE I - NAME AND LOCATION

SECTIOIN 1. NAME. The name of the corporation is EASTLAKE OAKS HOMEOWENRS ASSOCIATION,INC. Hereinafter referd to as "the Association".

SECTION 2. LOCATION. The principal office of the Association shall be located at 311 Park Place Boulavard, Suite 600, Clearwater, FL 34619, but meetings of members and directors may be held at such places within the State of Florida as may be designated by the Board of Directors.

ARTICLE II -DEFINITIONS

1. "Article" shall mean the Articles of Incorporation of EASTLAKE OAKS HOMEOWNERS ASSOCIATION, INC., a Florida corporation not-for-profit.

2. "Association" shall mean and refer to EASTLAKE OAKS HOMEOWNERS ASSOCIATION, INC., a florida not for profit corporation, its successors and assigns.

3. "Board" shall mean the Board of Directors of the Association.

4. "Bylaws" shall mean the Bylaws of the Assocaitons.

5. "Declarant" shall mean and refer to U.S. HOME CORPORATION, a Delware corporation, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from Declarant for the Purpose of development, adn provioded such rights, in whole or in part, are asigned in writing to such successors and assigns.

7. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivisions plat of the Properties with the exception of Common Area.

8. "Member" shall mean and refer to those persons entitled to membership in the Association provided in the Declaration.

9. "Owner" shall mean and refer to the recorded owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performace of an obligation.

10. "Property" or "Properties" shall mean and refer to that certain real proeprty described in the Declaration.

11. "Voting Member" shall mean the owner authorized to cast the vote for a Lot less as set forth in the declaration.

All other terms used herein and defined in the declaration shall have the definition set forth in the Declaration.

ARTICLE III - MEETINGS OF MEMBERS

Section 1. Annual Meetings.
The first annual meeting of the Members shall be held within one (1) year from the date incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held during the same month of each year thereafter, on such day and at such time as may be directed by the Board of Directors from time to time. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. Special Meetings.
Special meetings of the Members may be called at any time by the president or ny the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all voted of the Clas A voting Memebrs.

Section 3. Notice of Meeting.
Written notice of ecah meeting of the members shall be given by. or at the direction of the Secretary of the Association or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each Member entitled to vote thereat, addressed to the Members' address last appearing on the books of the Association. or supplied by such Memebr of the Association for the purpose of notice shall specify the place, day and hour pof the meeting, and in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum.
The presence at the meeting of Memebrs entitled to cast, or of proxies entitled to cast, one- third (1/3) of the votes of either or both classes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or thses Bylaws. If, however, such quorum shall not be present or repressented at any meeting, the Members entitled to vote at such meeting shall have power to adjourn the meeting from time to time, wihtout notice other than announcement at the meeting until a quorum as aforesaid shall be present or be represented by proxy.

Section 5. Proxies.
At all meetings of Memebrs, each Voting Member may vote in person or by proxy. All proxies shall be writing and filed with the Secreatary of the Association. Every proxy shall be revocable and shall automaically ceasse as to any lot upon conveyance by the Member owning such Lot.

Section 6. Place.
All members Meetings shall be held within the State of Florida as may be directed by the Board of Directors.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. Number.
The affairs of this Association shall be managed by a Board of Directors which so long as Class b membership exists, shall consist of three (3) directors. Directors shall be members of the Association; provide3d, however, that so long as Class B membership shall exist, Directors need not be Members of the Association. The members, by majority vote at whcih a quorum is present at an annual or special meeting, may increase the number of Directors to any odd number up nine (9); however, there shall never be less than three (3) Directors.

Section 2. Term of Office.
The initial Board of Directors desginated in the articles of Incorporation shall serve until Class B membership has ceased and been converted to Clas A memebrship and unitl the first annaul memebership meeting thereafetr, at which time members shall elect three (3) directors. Diorectors elected at the first such annual membership meeting thereafter shall serve for a period of one year. A Director shall continue in office until his successor shall be elected and qualified, unless he sooner dies, resign, or is removed, or otherwiose disqualified to serve. Provided that so long as there is Class B memebr Declarant shall have the right to name Directors.

Section 3. Removal.
Any Director may be removed from the Board, with or without cause, by a majority vote of both classes of membership. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecesspr. providing that so long as there is Class B memberhsip Declarant shall have the right to anme successors Directors.

Section 4. Compensation.
No director shall receive comensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the perfomance of his duties.

Section 5. Action Taken Without a Meeting.
The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. any action shall have the effect as though taken at a meeting of the Directors.

ARTICLE V - NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination.
Nomination for election to the Board of Directors shall be made by a nominating Committee. Nominations may also be made from the floor at the annual meeting. the Nominating Committee shall consist of a Chairman, who shall be a Member of the Board of Directors, and two (2) or more members of the Association. the Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Memebrs, to serve from the close of such annual meeting and auch appointment shall be announced at each meeting. the Nominating Committee shall make as many niminations for election to the Board of Directors as is shall in its discretion determine, but not less than the number of vacancies that are to be filled. such nominations may made from among Memebrs or non-memebrs.

Section 2. Election.
Election to the Board of Directors shall be by secret written ballot unless unanimously wavied by the voting memebrs present at the meeting. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to excercise under provisions of the Declaration. The persons receiving the largest number of votes be elected. Cumulative voting is not permitted.

ARTICLE VI - MEETING OF DIRECTORS

Section 1. Regular Meetings.
Regular meetings of the Board of Directors shall be held as the Board may from time to time escablish as such
place and hour as may be fixed from time to time by resolution of the board. should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the nect day which is not a legal holiday.

Section 2. Special Meeting.
Special meetings of the Bapord of Directors shall be held when called by the President of the Association of the Association, or by any two (2) Directors, after not less than tree (3) days notice to each Director.

Section 3. Quorum.
A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at whioch a quorum is present shall be regarded as the act of the Board.

ARTICLE VII -POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers.
The Baord of Directors shall have power to

(a) declare the office of a member of the Board of Directors
to be vacant in the event such Member shall be absent (3) consecutive regular meetings of the Baord of Directos; and

(b) exercise for the Association all powers, duties and authority vested in or delegated to this Assocaiton and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or Declaration.

Section 2. Duties.
It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Memebrs at the annual meeting of the members, or at any special meeting when suich statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote:

(b) supervise all offers, agents and employess of this Associaiton, and to see that their duties are proeperly perfomerd;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment to every owqner subject thereto at least thirty (3) days after due date or to brong an action at law against the owner personally obligatd to pay the same.

(2) send written notice to each assessments to every owner subject thereto at least (30) days in advance of each annual assessments period; and
(3) foreclose the lien against any proeperty for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally abligated to pay the same.

(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reaonable charge may be made by the Baord for issuance of these certificated. If a crtificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.

(e) procure and maintain adequate liability and hazard insurabnce on property owned by the Association;

(f) cause all officers or employees having fiscal responsiblities to be bonded, as it may deem appropriate.

ARTICLE VII - OFFICERS AND THEIR DUTIES

Section 1. Enumeration of officers.
The officers of this Assocaition shall be a Secretary and Vice-President, who shall be at times be memebrs of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create. Officers need not be memebrs of the Association. The Secretary and Treasurer may, in the discretion of the Board be combined to one office called Secretary/treasurer.

Section 2. Election of Officers.
The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Memebrs.

Section 3. Term.
The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments.
The board may elect such other officers as the affairs of the Associaiton may require, each of whom shall hold office for such period, have such authority, and perform such duties as the board may, from time to time determine.

Section 5. Resignation and Removal.
Any oficer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or Secretary. such resignation shall take effect on the date of receipt therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacanices.
a vacancy in any office may be filled by appointment by the Board. the officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices.
The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more one (1) of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties.
The duties of the officers are as follows:
(a) President. the President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign sll leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes and may affix the coperate seal as may be required on any document

(b) Vice President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

(c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix, if the President does not, on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records such other duties as required by the Board.

(d) Treasurer. The Treasurer shall reeive and deposit in appropriate bank accounts all monies of the Assocaiton and shall disburse such funds as directed by resolution of the Baord of Directors; shall sign all checks and promissory notes of the Associaiton; keep proper bookds of accounts, cause an annual audit of the associaiton books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and statement of income and expenditures to be presented to the membership at its regular annual meetings, and deliver a copy of each to the Members.

ARTICLE IX - COMMITTEES

The Board of Directors shall appoint and Architectural Control Committee, as provided in the Declaration, and a Nominating Committee as provided in these Bylaws. In addition, The Board of Directors shall appointment other committees as deemed appropriate in carrying out purposes of the Association.

ARTICLE X - BOOKS AND RECORDS

The Books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Memebr. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Associaiton, where copies may be purchased at reasonbale cost.

ARTICLE XI - ASSEMENTS

As more fully provided in the Declaration, each member is obligated to pay the Associaiton annual and special assessments which are secured by a continuing lien upon the property againt which the assessment is made. Any assessments which are not paid when due shall be delinquent. If assessments is not paid within thirty (30)days after due date, the assessments shall bear interest from the date of delinquency at the rate of twelve percent (12%) per annum, and the Asscoation may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest, cost, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-useage or abandonment of his Lot.

ARTICLE XII - CORPORATE SEAL

The Association shall have a seal in circular form having within its circumferece the name of the Association, the year and state of incorproation and the words "Corporation not for profit".

ARTICLE XII - AMENDMENT

Section 1. These Bylaws may be amended, from time to tiem, at a regular or special meeting of the members, by the asssent of a majority of the aggergate Class A votes and Class B votes outstanding and duly qualified to vote at the time such amendment is made.

Section 2. Amendments to these Bylaws may be proposed in writing, by the Baord of Directors or by a written resolution signed by not less then ten feet (10) Class A members. HUD/VA, for so long as there is a Class B membership, shall have the right to veto amendments to these Bylaws.

ARTICLE XIV - CONFLICTS

In the case of any conflict between the Articles of Incorporation and thse Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

Last updated September 1,2001