BY-LAWS OF LAKE MARY WOODS PHASES III and IV HOMEOWNERS ASSOCIATION, INC.

(A Non-Profit Florida Corporation) ARTICLE I IDENTITY, LOCATION AND DEFINITIONS Section 1. Definitions. The capitalized terms used in these By-Laws shall have the same meaning as stated in the Declaration of Covenants and Restrictions, Lake Mary Woods, Phases III and IV recorded in the Public Records of Seminole County, Florida (the Declaration"), as amended from time to time. Section 2. Identity. These are the By-Laws of Lake Mary Woods Phases III and IV Homeowners Association, Inc., herein called the "Association", a corporation not for profit organized and existing under Chapter 617, Florida Statutes, for the purpose of administering the Property in accordance with the Declaration. Section 3. Principal Office. The principal office of the Association shall be located at 1637 East Vine Street, Kissimmee, Florida 34744, or such other place designated by the Board of Directors. Section 4. Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 5. Seal. The seal of the Association shall bear the name of the Association, the word "Florida", and the year of incorporation. ARTICLE II MEMBERSHIP Section 1. Members. The Members of the Association shall consist of the Declarant, Builder and all Owners of a Lot and/or Living Unit within the Property, provided that any such person or entity who holds such interest merely as security for the performance of any obligation shall not be a Member, unless they have obtained record title to the Lot and/or Living Unit by foreclosure or deed in lieu of foreclosure. Section 2. Change of Membership. Change of membership in the Association shall be established by recording in the Public Records of Seminole County, Florida, a deed or other instrument establishing a record title to a Lot in the Property. The Owner designated by such instrument thus becomes a Member of the Association and the

membership of the prior owner is terminated. The new Owner shall notify the Association of the recording of a deed or other instrument establishing record title and shall furnish the Association a certified copy of such instrument if required by the Association. Section 3. Membership Rights Appurtenant to Lot and/or Living Unit Ownership. The share of a Member in the funds and assets of the Association cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to his Lot and/or Living Unit. Section 5. Rights Subject to Payment of Assessments. The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against each Owner of a Lot and/or Living Unit, and becomes a lien upon the Lot and/or Living Unit against which assessments are made as provided by Article VI of the Declaration and, in accordance with Article VIII of these By-Laws. Section 6. Suspension of Certain Membership Rights. The membership fights, including the right to vote and the right to use the Common Areas (with the exception of any roads needed for ingress and egress), of any Owner who owns a Lot and/or Living Unit in the Property may be suspended by action of the Board of Directors during the period when any assessments against the Lot and/or Living Unit remain unpaid. Upon payment of such assessments, the Owner's rights and privileges shall be automatically restored. ARTICLE III VOTING Section 1. Classes of Voting Membership. The Association shall have two classes of voting membership (both classes of which shall be collectively referred to herein as Members) as follows: Class A. Class A Members shall be all those Members as defined in Article II, Section 1 of these ByLaws, with the exception of the Declarant and Builder. One vote shall be allocated to each Lot and/or Living Unit owned by a Class A Member. When more than one person holds such interest or interests in any Lot and/or Living Unit, all such persons shall be Members, and the person entitled to cast the vote for the Lot and/or Living Unit shall be designated by a certificate filed with the Secretary of the Association signed by all record Owners of the Living Unit and/or Lot. If any Living Unit and/or Lot is owned by a corporation, a similar certificate shall be required designating the person entitled to cast the vote for such Living Unit and/or Lot. Lacking such certificate by multiple owners or corporation, then the vote for that Living Unit and/or Lot shall not be considered in determining the requirement for a quorum or any other purpose until such 2

certificate is filed with the Secretary of the Association. Except, however, when title to a Living Unit and/or Lot is held by a husband and wife, they may, but shall not be required to, designate a voting member. If they do not designate a voting member, and if both are present at a meeting, only one may vote on any given matter. If they are unable to agree on who shall vote, their vote shall not be counted. If no voting member is designated and only one spouse is present at a meeting, the spouse present may cast the vote for the Living Unit and/or Lot, without establishing the concurrence of the absent spouse. In no event shall more than one vote be cast with respect to any Living Unit and/or Lot. The Class B Member shall be the Declarant and Builder, their successors or assigns. The Class B Member shall be entitled to three (3) votes for each Living Unit and/or Lot owned until the Turnover Date. The Class B Membership shall cease and be converted to Class A membership and be entitled to vote as such on the Turnover Date as set forth in Article IV, Section 3 of the Declaration. Section 2. Decisions by Designated Representative of Owner. Whenever the decision of an Owner is required upon any matter, whether or not the subject of an Association meeting, such decision shall be expressed by the same person who would cast the vote on behalf of the Owners if at an Association meeting, unless the joinder of record owners is specifically required by the Declaration, Articles of Incorporation or By-Laws. Section 3. Quorum. Except as otherwise provided in these By-Laws or the Declaration, the presence in person or by proxy of Members entitled to cast thirty-three percent (33%) of the votes of the Association shall constitute a quorum. The acts of Members having a majority of the total votes present at a meeting at which a quorum is present shall constitute the acts of the Members, except when approval by a greater number of or by each class of Members is required by the Declaration, Articles of Incorporation, or By-Laws. Section 4. Proxy. Votes shall be cast in person or by proxy. Proxies must be signed by the Owner or designated representative entitled to cast the vote for the Lot and must be filed with the Secretary of the Association by the appointed time of the meeting or any adjournment thereof. In no event shall any proxy be valid for a period longer than one year after the date of the first meeting for which it was given. Every proxy shall be revocable at any time at the pleasure of the Owner or designated representative executing it, and shall automatically cease upon sale by the Member of his Lot. ARTICLE IV MEMBER'S MEETINGS Section 1. Annual Meeting. The annual meeting of the Association shall be held within one year from the date of incorporation of the Association, and each subsequent 3

regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 P.M., provided, however, there shall be no election of members to the Board of Directors until the Turnover Date as set forth in Article IV, Section 3 of the Declaration. If the annual meeting date is a legal holiday, the meeting shall be held on the next day that is not a legal holiday. The Board of Directors shall have the discretion to hold the annual meeting at any other time during the. first two (2) weeks of May of each year which they may deem to be more convenient to the Members of the Association. Section 2. Location of Meetings. Meetings of the Association shall be held at such place convenient to the Members as may be designated by the Board of Directors. Section 3. Calling of Special Meetings. Special meetings of Members shall be held whenever called by a majority of the Board of Directors and must be called by such Directors upon receipt of a written request from Members entitled to cast a majority of the votes of either class of Members. Section 4. Notice. Notice of any meetings shall be given to the Members by any officer of the Association or agent designated by the Board of Directors for the purpose of giving notice. Notice may be given to the Member either personally, or by sending a copy of the notice through the mails, postage thereon fully prepaid to his address appearing on the books of the Association. The notice shall contain the time and place of the meeting and the purpose of the meeting. Notice of any meeting, regular or special, shall be mailed at least six (6) days in advance of the meeting. Notice of meetings may be waived before or after meetings. Section 5. Failure to Reach Quorum. If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present, either by proxy or in person, may adjourn .the meeting from time to time until a quorum is present. in the event they are unable to obtain a quorum, upon scheduling and noticing a new meeting, the quorum requirement shall be 1/2 of the quorum requirement for the original meeting. Section 6. Minutes. The Association shall maintain minutes of each meeting of the membership and the Board of Directors in a businesslike manner and the minutes shall be kept in a book available for inspection by Owners or their authorized representatives at any reasonable time. ARTICLE V BOARD OF DIRECTORS Section 1. Size of Board of Directors. The affairs of the Association shall be managed by a Board of Directors of no less than three (3) Directors, nor more than seven (7) Directors, provided the Board of Directors shall always be composed of an odd number of Directors.

Section 2. Term of Board of Directors. (a) Members of the Board of Directors, except as provided in Article V, Section 2(d) below, and unless otherwise provided in these By-Laws, shall be elected at the annual meeting of the Members of the Association. The name or names receiving the largest number of votes shall be elected. At such election the Owner of each Lot or its proxy may cast, as to each vacancy on the Board of Directors, the number of votes allocated to the Owner of a Lot by virtue of Article III of these By-Laws. With the exception of Declarant appointed members of the Board of Directors, each Director shall be a Member of the Association. Until the Turnover Date, Directors need not be Members of the Association. (b) Except as to vacancies provided by removal of Directors by members, vacancies on the Board of Directors occurring between annual meetings of Members shall be filled by the remaining Directors, any such appointed Director to hold office until his successor is elected by the Members; provided that vacancies caused by resignation of a Declarant appointed Director shall be filled by the Declarant appointing a replacement. (c) Any Director, with the exception of Directors appointed by the Declarant, may be removed with or without cause, by concurrence of a majority of the votes cast by each class of members at a special meeting of the Members called for that purpose. A special meeting of the Members to recall a Director or Directors may be called, by Members entitled to cast ten percent (10%) of the votes of either class of members giving notice of the meeting in the same manner required for a notice of a special or annual meeting, and the notice shall state the purpose of the meeting. The vacancy on the Board of Directors so created shall be filled by the Members of the Association at the same meeting. (d) The Declarant shall be vested with the power to designate the initial Board of Directors, who need not be Members of the Association. The first election of Directors shall not be held until the Turnover Date as set forth in Article IV, Section 3, of the Declaration. The initial Directors named in the Articles of Incorporation shall serve until the first election of Directors, or until replaced by the Declarant in its sole discretion. Any vacancies in the Board of Directors occurring before the first election of Directors shall be filled by the Declarant appointing a replacement. Section 3. First Meeting of Board of Directors. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no further notice of the first meeting shall be necessary.

Section 4. Regular Meetings of Board of Directors. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting. Section 5. Special Meetings of Board of Directors. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the meeting time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary/Treasurer in like manner and on like notice on the written request of at least a majority of Directors. Section 6. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section7. Quorum at Meeting of Board of Directors. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes of the meeting shall constitute the presence of such Director for the purpose of determining a quorum. Section 8. Action by Consent. Any action which is required to or may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the action so to be taken is signed by all of the Directors and is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as a unanimous vote. Section 9. Directors Fees. There shall be no Directors fees paid to members of the Board of Directors, except that Directors shall be entitled to reimbursement of out- of-pocket costs authorized by the Board of Directors.

Section 10. Powers and Duties of Board, of Directors. The Board of Directors shall have the powers and duties necessary for administration of the affairs of the Association and may do all such acts and things as are not by law or by the By-Laws directed to be done by the members. In addition to the duties imposed by these By-Laws or by resolution of the Association, the Board of Directors may do the following: (a) Make and collect assessments against Owners of a Lot or Lots within the Property to defray the costs, expenses and losses of the Association. (b) Use the proceeds from assessments in the exercise of its powers and duties. (c) Maintain, repair, replace and operate the Common Areas. (d) Contract for the management and maintenance of the Property as is provided for in the Declaration, and to authorize the management agent, if any, to assist the Association in carrying out its powers and duties by performing such functions as the collection of assessments, preparation of records, enforcement of rules and maintenance of such areas of the Property as provided in the Declaration. The Association shall, however, retain at all times the powers and duties set out herein, in the Declaration and in the Articles of Incorporation. (e) Enforce by legal means, the provisions of the Declaration, Articles of Incorporation and these ByLaws, and the Rules and Regulations for the use of the Property. (i) Employ personnel to perform the services required for proper operation of the Property and the Association, and to supervise all such employees. (g) Purchase insurance for the protection of the Association and its Members, as defined in the Declaration, as well as liability insurance for the protection of the officers and Directors of the Association. (h) Make and amend reasonable rules and regulations respecting the use of the Property as defined in the Declaration. (i) Reconstruct the improvements on the Common Area after casualty and to further improve the Property. (j) Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations.

ARTICLE VI OFFICERS Section 1. Officers. The principal officers of the Association shall be a President, a Vice President(s), and a Secretary/Treasurer, all of whom shall be elected by the Board of Directors. The Directors may appoint an Assistant Treasurer, and an Assistant Secretary, and such other officers as in their judgment may be necessary. Any Director may hold two (2) or more offices, except that the President shall not also be the Secretary/Treasurer or Assistant Secretary. Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of each new Board, and shall hold office at the pleasure of the Board. Section 3. Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose. Section 4. President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of President of an Association including, but not limited to, the power to appoint committees from among the Members, from time to time, as he may in his discretion decide is appropriate, to assist in the conduct of the affairs of the Association. The President shall also see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, contracts or other written instruments on behalf of the Association. Section 5. Vice President. The Vice President shall perform all duties of the President in his absence, or if the President is unable to perform such duties. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to so do on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors. Section 6. Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association, record all votes, and record names and addresses of all Members of the Association. He shall keep such books and papers as the Board of Directors may direct, and shall have

responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association in accordance with good accounting purposes. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors. ARTICLE VII INDEMNIFICATION Section 1. Indemnification. Every Director and every officer of the Association shall be indemnified by the Association against all expenses and liabilities including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding whether civil, criminal, administrative or investigative, or any settlement of any proceeding, or any appeal from such proceeding to which he may be a party or in which he may become involved by reason of his being or having been a Director or officer of the Association, or having served at the Association's request as a Director or officer of any other corporation, whether or not he is a Director or officer at the time such expenses are incurred, regardless of by whom the proceeding was brought, except in relation to matters as to which any such Director or officer shall be adjudged liable for gross negligence or willful misconduct in the performance of his duties, provided that in the event of a settlement, the indemnification shall apply only when the Board of Directors of the Association approves such settlement and reimbursement as being for the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or officer may be entitled. Section 2. Expenses. Expenses incurred in defending a suit or proceeding whether civil, criminal, administrative or investigative shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he is not to be indemnified by the Association as authorized by these By-Laws. Section 3. Insurance. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Association, or is or was serving at the request of the Association as a Director or officer of another association or corporation, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of these By-laws. The Association shall purchase liability insurance on behalf of any person who is or was a Director or officer of the Association, insuring against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such.

ARTICLE VIII BUDGET AND ASSESSMENTS Section 1. Budget. The Board of Directors shall adopt a yearly budget running from January 1 through December 31 of each year, which shall include the estimated funds required to defray the current expenses and may provide funds for deferred maintenance, replacement reserves, and betterments. (a) Current expenses shall include, but not be limited to: (i) Professional and management fees and expenses; (ii) Expenses of any utility service or refuse collection not individually billed to each Lot. (iii) Administration, operation and salary expenses of the Association. (iv) Expenses of maintenance and repair of Common Areas and as otherwise provided in the Declaration. (v) Any other current expenses necessary or desirable, in the judgment of the Association, to keep the Property neat and attractive or to preserve or enhance the value of the Property, or to eliminate fire, health or safety hazards, or, which in the judgment of the Association, may be of general benefit to the Owners, or which is required by the Declaration to be done by the Association. (b) Deferred maintenance reserves shall include those maintenance items that occur less frequently than annually. (c) Replacement reserves shall include funds for repair or replacement required because of damage, depreciation or obsolescence. (d) Betterments shall include funds for capital expenditures for additional improvements to the Common Areas, provided, however, that in the expenditures made from this fund, no sum in excess of One Thousand Dollars ($1,000.00) shall be expended for a single item or for a single person without approval of a majority of the votes of both classes of Members present at a meeting of the Association which was properly noticed and included in its notice the expenditure as an item to be considered by the membership at the meeting.

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Section 2. Annual Assessments. Annual assessments against the Owners for their shares of the items of the budget shall be made in advance on or before April 1, of the year for which the assessments are made. Such assessments shall be due on April I of the assessment year but at the discretion of the Board of Directors may be payable in monthly, quarterly or semi-annual installments, which shall be payable in advance. Assessments shall be made in an amount no less than required to provide funds in advance for payment of all of the anticipated current operating expenses and for all of the unpaid operating expenses previously incurred. If an annual assessment is not made as required, an assessment shall be presumed to have been made in the amount of the last prior annual assessment and monthly payments thereon shall be due in advance until changed by an amended assessment. The initial annual assessment shall be as provided in the Declaration. Section 3. Default in Paying Assessment. If an Owner shall be in default in the payment of an installment upon an assessment, the Board of Directors may accelerate the remaining installments of the assessment upon notice to the Owner, and then the unpaid balance of the assessment shall become due upon the date stated in the notice. Section 4. Depository. The depository of the Association shall be such bank or banks and/or such savings and loan association or savings and loan associations as shall be designated from time to time by the Board of Directors and in which the moneys of the Association shall be deposited. Withdrawal of moneys from such accounts shall be only by checks or other withdrawal procedure signed or authorized by such persons as provided by the Board of Directors. ARTICLE IX CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: LAKE MARY WOODS PHASES III AND IV HOMEOWNERS ASSOCIATION, INC, CORPORATION NOT FOR PROFIT. ARTICLE X AMENDMENT Section 1. These By-Laws may be amended at any regular or special meeting of the Members, by a vote of two-thirds (2/3) of the votes of each class of Members present in person or by proxy, provided that those provisions of these By-Laws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law, and provided further that any matter stated herein to be or which is in fact governed by the Declaration may not be amended except as provided in such Declaration. Until the Turnover Date, these By- Laws may be amended by the Board of Directors passing a resolution adopting the proposed amendment. 11

Section 2. Conflict. In a case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. IN WITNESS WHEREOF, the foregoing were adopted as the By-Laws of Lake Mary Woods Phases III and IV Homeowners Association, lnc., at the first meeting of the Board of Directors on the __________ day of ________, 1990. ____________________________ Secretary/Treasurer APPROVED:

_______________________________ President

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Lake Mary Woods Phases Ill and IV Homeowners Association, herein called The Association Proposed amendment to the Association's DECLARATION OF COVENANTS AND RESTRICTIONS Content of proposal: WHEREAS, improvements in communications technology have allowed for the commercial availability of unobtrusive satellite dishes that are eighteen inches in diameter or smaller, and; WHEREAS, prohibiting eighteen inch or smaller diameter satellite dishes from being installed on any living unit within the association unjustly deprives the owners of taking advantage of additional commercial, educational and/or multilingual programming that is not available from other sources, and; WHEREAS, the Owner/members of The Association have voted affirmatively to amend the DECLARATION OF COVENANTS AND RESTRICTIONS; NOW, THEREFORE, the Owners declare that ARTICLE VII RESTRICTIVE COVENANTS, Section 20, be amended and adopted as follows: Section 20. Communication Equipment Prohibited. Use of any communication equipment on any Lot or in any Living Unit, including but not limited to CB radios, antennas, ham radios, etc., for commercial purposes of any kind shall be prohibited, as shall satellite dishes over 18 inches in diameter and visible television antennas erected for personal use. Proposed locations for any non-prohibited satellite dishes must be approved by the Architectural Review Board (ARB) prior to installation. IN WITNESS WHEREOF, the owners have caused these presents to be executed as of ________________________________________________. Signed sealed and delivered in the presence of: ___________________________________________, Title: ___________________________________ ___________________________________________, Title: ___________________________________ ___________________________________________, Title: ___________________________________ ___________________________________________, Title: ___________________________________