Current IPHOA Bylaws

OF

INDIAN POINT HOMEOWNERS ASSOCIATION, INC.

The name of the corporation is INDIAN POINT HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the Association shall be located at1105 Kensington Park Drive, Altamonte Springs, Florida 32714, but meetings of members and Directors may be hold at such places within Lake, Orange or Osceola Counties, as may be designated by the Board of Directors. The Board of Directors may, from time to time, move the principal office to any other address in Lake, Orange or Osceola Counties, Florida.

The purpose of this Association shall be to promote sound growth, progressive civic improvement, beautification and healthy residential and recreational development of the area included in, surrounding, and contiguous to the Indian Point Subdivision, and to act in furtherance of any other purpose set forth in the Articles of Incorporation of the Association.

Section 1. "Association" shall mean and refer to INDIAN POINT HOMEOWNERS ASSOCIATION, INC., its successors and assigns.

Section 2. "Lot" shall mean and refer to any platted or proposed but unplatted lot located in the Indian Point Subdivision, according to the plats of various Sections thereof which have or shall be from time to time recorded in the Public Records of Osceola County, Florida.

Section 3. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot.

Section 4. "Developer" shall mean and refer to The Greater Construction Corp., its specifically designated successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development.

Section 5. "Common Property: or Common Area" shall mean and refer to those areas of land shown on any plat of the Indian Point Subdivision and intended to be devoted to the common use and enjoyment of the owners, or any areas within or outside any plat of the Indian Point Subdivision which areas are intended to be devoted to the common use and enjoyment and/or benefit of the owners, which areas may be conveyed by the Developer to the Association.

Class A. Class A Members shall be all Owners with the exception of the Developer, and shall be entitled to one (1) vote for each Lot owned. When more than one person owns an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Lot.

Class B. The Class B Member shall be the Greater Construction Corp., hereinafter referred to as the Developer, or its designated successor in interest, and shall be entitled to five (5) votes for each Lot owned. The Class Be Membership shall cease and become converted to Class A Membership at such time as the total votes outstanding in the Class A Membership equals the total votes outstanding in the Class B Membership.

From and after the happening of said event, the Class B Member shall be deemed to be a Class A Member entitled to one (1) vote for each Lot in which it holds the interest required for member ship as set forth in Article III hereinabove.

Applications for membership shall be submitted to the Board of Directors on an application form approved by the Board. Dues, as set forth in Article V hereof, shall accompany the membership application. Resignations and withdrawals from the Association shall be submitted in writing to the Secretary. A Member in good standing is one whose dues and assessments have been paid to the Association in a timely fashion. Members in good standing at the time of resignation may be reinstated upon application to the Board of Directors. Membership is not transferable and shall automatically end when a Member is no longer a owner.

There shall be initial annual dues of TWENTY AND NO/100 DOLLARS ($20.00) for each Class A Member, and TWENTY AND NO/100 DOLLARS ($20.00) for each Class B Member. A member initially joining the Association, subsequent to the last of day of June of each year will be assessed annual dues of one-half (1/2) the amount of the annual dues for that fiscal year. The initial dues of these new Members shall be paid when the application for membership is submitted.

The fiscal year of the Association shall begin on the first day of January and end on the last day of December of each calendar year. Dues remaining uncollected on the 31^{st day of March of each year will be sufficient grounds for cancellation of the membership. The Membership rights of any Member may be suspended by action of the Board of Directors during the period when dues remain unpaid, but upon payment of such dues, his rights and privileges shall be automatically restored.}

Section 1. Each Member shall be entitled to the use and enjoyment of the Common Property and facilities located thereon.

3 If the Directors have adopted and published rules and regulations governing the use of the Common Property and facilities, and the personal conduct of any person thereon, they may, in their discretion, to the extend permitted by law, suspend the rights of any such person for violation of such rules and regulations for a period not to exceed thirty (30) days. All Owners within the Indian Point development, whether Members or non-Members of the Association, shall have the right to use of the Common Property and any facilities, subject to possible suspension of such rights of members and non-members alike for violations of the rules and regulations governing the use of the Common Property and facilities as set forth herein.

Section 2. Any Member may delegate his rights and enjoyment in the Common Property to the members of his family who reside upon any Lot or to any of his tenants. Such Member shall notify the Secretary in writing of the name of any such person and of the relationship of the Member to such person. The rights and privileges of such persons are subject to suspension under this Article VI to the same extent as those of a Member.

Section 1. Annual Meetings. Beginning in 1994, the annual meeting of the Members shall be held on the first (1^{st) Wednesday of _______________, and each subsequent 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 ___________. 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 by the Board of Directors, or upon written request of the Members who are entitled to vote one-half (1/2) of all the votes.

Section 3. Notice Of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary 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 Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, a majority of the votes of the entire Membership shall constitute a quorum for any action except as otherwise provided in the Article of Incorporation or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the majority of the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot. No proxy shall extend beyond a period of eleven (11) months.

Section 6. Voting. If a quorum is present, the affirmative vote of the majority of the votes entitled to be cast at the meeting shall be the act of the Members unless otherwise provided by law.

4 ARTICLE VIII

Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) Directors who need not be Members of the Association.

Section 2. Term of Office. At the first annual meeting the Members shall elect three (3) Directors for a term of one (1) year. At each annual meeting thereafter the Members shall elect three (3) Directors for a term of one (1) year.

Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote at a meeting of the Members of the Association. In the event of death, resignation ore 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 predecessor.

Section 4. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance 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 so approved shall have the same effect as though taken at a meeting of the Directors.

Section 1. Nomination. Upon termination of the Class B Membership, nomination for election to the Board of Directors shall be made by a Nominating Committee. 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 Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or nonmembers.

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

Section 1. Regular Meetings. Regular meetings of the Board of Directors may be held monthly with notice, at 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 next day which is not a legal holiday.

5 Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by two (2) Directors after not less than three (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 by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 1. Powers. The Board of Directors shall have the power to:

A. Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests therein, and to establish penalties for the infraction thereof.

B. Suspend the voting rights 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.

C. Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws or the Articles of Incorporation.

D. Declare the office of a member of the Board of Directors to be vacant in the event such Director shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

E. Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

F. Such other powers ordinary, reasonable, and necessary to the functioning of the Association.

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 Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by a majority of the class A Members who are entitled to vote.

B. Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.

C. To:

(1) Fix the amount of the annual assessment against each Member at least thirty (30) days in advance of each annual assessment period; and

(2) Send written notice of each assessment to every Member subject thereto at least thirty (30) days in advance of each annual assessment period.

D. Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge

6 may be made by the Board for the issuance of certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of payment.

E. Procure and maintain adequate liability and hazard insurance on property owned by the Association.

F. Cause all officers or employees having fiscal responsibilities to be bonded. as it may deem appropriate.

G. Cause the Common Area to be maintained.

H. After dwellings have been erected on all of the Lots, the Board of Directors may appoint the Members of the Architectural Control Committee, subject to any appointment powers reserved to Lot Owners or others in the Restrictive Covenants governing all portions of the Subdivision. The Architectural Control Committee, as appointed by the Board of Directors, shall consist of three (3) Members. The Architectural Control Committee shall review all construction plans and specifications submitted to it for erection, placement or alteration of a building or structure on any Lot and shall give written approval or disapproval of such plans and specifications within thirty (30) days after the plans and specifications have been submitted to it. The Committee shall consider in its review and discussion the following criteria:

1. Consistency of the plans and specifications with applicable covenants and restrictions of public records;

2. Quality of workmanship and materials;

3. Harmony of exterior design with existing structures;

4. The location of the proposed structure with respect to topography and finished grade elevation.

The Committee’s approval or disapproval as required in these Bylaws shall be in writing. In the event the Committee fails to approve or disapprove within thirty (30) days after the plans and specifications have been submitted to it, or in any event, if no suit to enjoin the construction has been commenced by the Committee prior to the completion thereof, approval will not be required.

Section 1. Enumeration of Officers. The officers of this Association shall be President and Vice President, who shall at all times be Members of the Board of Directors, a Secretary and a Treasurer, and other such officers as the Board may from time to time by resolution create.

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 Members.

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 be disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association 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 6. Vacancies. 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. Any two (2) or more offices may be held by the same person.

Section 8. Duties. The duties of the officers are as follows:

The Association shall have a seal in circular form having within its circumference the words: INDIAN POINT HOMEOWNERS ASSOCIATION, INC., Association NOT FOR PROFIT.

Section 1. These Bylaws may be amended, at a regular or special meeting of the Membership, by a vote of majority of a quorum of all members voting in person or by proxy.

Section 2. In case of any conflict between the Articles of Incorporation and the Bylaws, the Articles shall control.

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of Incorporation.

Section 1. Third Party Proceedings. The association shall indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the association), by reason of the fact that he is or was a director, officer, employee, or agent of the association or is or was serving at the request of the association as a director, officer, employee, or agent of another association, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the association or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Derivative Proceedings. The association shall indemnify any person who was or is a party to any proceeding by or in the right of the association to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the association or is or was serving at the request of the association as a director, office, employee, or agent of another association, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigation the proceeding to conclusion, actually and reasonable incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the association, except that no indemnification shall be made under

Section 3. Expenses. To the extent that a director, officer, employee, or agent of the association has been successful on the merits or otherwise in defense of any proceeding referred to in Section 1 or Section 2, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

Section 4. Standard of Conduct. Any indemnification under Section 1 or Section 2, unless pursuant to a determination by a court, shall be made by the association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2. Such determination shall be made:

Section 7. Non-exclusivity of Indemnification Provisions. The indemnification and advancement of expenses provided pursuant to this Article are not exclusive and the association may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his actions or omissions to act were material to the cause of the action so adjudicated and constitute;

1. (a) A violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;
2. (b) A transaction from which the director, officer, employee, or agent derived an improper personal benefit;
3. (c) In the case of a director, a circumstance under which the liability provisions of Section 617.0831 of the Florida Business Association Act are applicable; or
4. (d) Willful misconduct or a conscious disregard for the best interest of the association in a proceeding by or in the right of the association to procure a judgment in its favor or in a proceeding by or in the right of a member.

Section 11. Definitions. For purposes of this Article:

1. (a) The term "other enterprises" includes employee benefit plans;
2. (b) The term "expenses" includes counsel fees, including those for appeal;
3. (c) The term "liability" include obligations to pay a judgment , settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses, actually and reasonably incurred with respect to a proceeding;
4. (d) The term "proceeding" includes any threatened, pending, or contemplated action, suite, or other type of proceeding whether civil, criminal, administrative, or investigative and whether formal or informal;
5. (e) The term "agent" includes a volunteer;
6. (f) The term "serving at the request of the association" includes any service as a director, officer, employee, or agent of the association that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries; and
7. (g) The term "not opposed to the best interest of the association: describes the actions of a person who acts in good faith and in a manner he reasonably believes to be in the best interests of the participants and beneficiaries of any employee benefit plan.