Homeowners Association, Inc.,The principal office of the

North Davis Highway, Pensacola,Directors may be held at suchEscambia,. as may be designated

BY-LAWSOF

HIRAB:E:LLE HOHEO'W'NE:RS·ASSOCIATION, IRC.

ARTICLE' IRAKE AIm LOCATIOR

Tho name of the corporation is Mirabellehereinafter referred to .3.H the "Association".Association shall be located at Suite I, 8126Florida 32514, but meetings of Members andplaces within the state of Florida, county ofby the Board of Directors.

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ARTICLE IIMEETING OF MEMBERS

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section 1. Annual MeE!ting. The first meeting of the Members shall beheld at the call of the Directors, or a majority of them, upon at least ten(10) days notice for such purpose as shall be stated in the notice of themeeting. Each subsequent regular annual meeting of Members shall be held onthe day and hour of each year thereafter established by the Board ofDirectors.

section 2. special Meetings. special meetings may be called atby the President of the ./\.8sociation or by the Board of Directors,written request of the MeII.bers who are entitled to vote one-fourthall of the votes of the me~Jership.

any timeor upon

(1/4) of

section 3. Notice of Meetings. written notice of each meeting of theMembers shall be given by, or at the direction of, the secretary or personsauthor ized to call the mEHltingI by mailing a copy of such notice, postageprepaid, at least ten (10) days before such meeting to each Member entitled tovote thereat, addressed to 1:he Member'S address last appearing on the books ofthe Association, or supplied by such Memberto the Association for the purposeof notice. such notice shall specify the place, day and hour of the meetingand, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled tovote, or of proxies entitled to cast, fifty-one percent (51%) Sf the votes ofthe membership shall const:Ltute a quorum for any action except as otherwiseprovided in the Articles, Declaration, or these By-Laws. If, however, suchquorum shall not be pre:wnt or represented at any meeting, the Membersentitled to vote thereat sha.ll have power to adjourn the meeting, from time totime, subject to ten (10) days written notice of each subsequent meeting,until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of Members, each Member may vote inperson or by proxy. All proxies shall be in writing and filed with theSecretary. Every proxy shall be revocable and shall automatically cease uponconveyance by the Member of his/her lot located within Mirabelle (hereinafterreferred to as the "subdivision").

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section 6. Order

Hembers' meeting and,ahall be:

of Business. The order of business at the annual

as far as practical, at all other Members' meetings,

(a) call to order;

(b) calling of the roll and certifying of Froxies;

(c) proof of notice of meeting or waiver of notice;v~

(d) reading and disposal of any unapproved minutes;

(e) reports of officers;

(f) reports of commi':tees;

(g) election of Directors;

(h) unfinished business;

(i) new business; and

(j) adjournment.

ARTICLE IIIBOARDOF DIRECTORS; SELECTION; TERM OF OFFICE

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section 1. Member. Except as provided in Article v, the affairs of this

Association shall be manasred by a Board of at least three (3) Directors who

must be Members of the Association, with the exception of the Initial

Directors. The number of Directors serving upon the Board may be increased

from three (3) up to ten (10) from time to time by amendment to these By-Laws.

section 2. Term of Office. At

shall elect three (3) Directors for a

meeting thereafter, the Members shall

a term of one (1) year.

the first annual meeting, the Members

term of one (1) year and, at each annualelect the needed number of Directors for

section 3. Removal. Any Director may be removed from the Board, with or

\vithout cause, by a majori'ty vote of the Members of the Association. In the

event of death, resignation or removal of a Director, his/her successor shall

be selected by the remaining Members of the Board and shall serve for the

unexpired term of his/her p.redec,essor.

section 4. compensation.service he/she may render toreimbursed for his/her actt;,alduties.

No Director shall receive compensation for anythe Association. However, any Director may be

expenses incurred in the performance of his/her

section 5. Action Taken Without a Meeting. The Directors shall have theright 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 theDirectors.

section 6. organizational Meeting. An organ~zational meeting of theBoard of Directors named in the Articles of Incorporation shall be held within

this state at the call of <l majority of the incorporators for the purpose of

adopting these By-Laws, electing officers and the transaction of such other

business as may come before the meeting.

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ARTICLE IVNOKIR1\.TION AND ELECTION OF DIRECTORS

section 1. 'Nomination. Nomination for election to the Bdard of

Directors shall be made by a Nominating Committee. Nominations may also ber:-.adefrom the floor at "the annual meeting. The Nominating Committee shallconsist of a Chairman, who shall be a Member of the Association and two (2) or

more Members of the Association. The Nominating cOJJ@ittee shall be appointedby the Board of Directors prior to each annual meeting of the Members to servef.:-omthe close of such I'LOnualmeeting until the close of the next annual

meeting; and such appointll1.entshall be announced at each annual meeting. TheNominating 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 a.re to be filled. Such nominations may be made onlyfrom among Members.

Section 2. Election. Election to the Board of Directors shall be byG8Cret written ballot. At such election, the Members or their proxies may

cast, in respect to each vacancy, as _many votes as they are entitled toexercise under the provisions of these By-Laws. The persons receiving the

largest number of votes shall be elected. cumulative voting is permitted forthe election of Directors.

ARTICLE VMEETING OF DIRECTORS

Section 1. Regular Meeting. Regular meetings of the Board of Directorsshall be held quarter-annually without notice, at such place and hour as maybe 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 onthe next day which is not a legal holiday.

section 2. special Meetings. special meetings of the Board of Directorsohall be held when called by the president of the Association or by any two

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 or made 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.

! , LARTICLE VI

POWERS AND DtJTIRS OF THE BOARD OF DIRECTORS

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

I/! (a) exercise for the Association all powers, duties and authority vested

in or deposited to this Ausociation and not reserved to the membership byother provisions of the Declaration, these By-Law?, or by the Articles ofIncorporation;

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(b) declare the office of a Membervacant in the event such Member shall be

regular meetings,of the Board of Directors;

of the Board of Directors to be

absent from three (3) consecutive

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(C) employ independent contractors, or such other persons as they deemnecessary, and to prescribe their duties;

(d) amend and modify these By-Laws as the Boar,dmay determine from timeto time;

(e) make contracts and incur liabilities in connection with the exerciseof any of the powers and duties of the Board;

(f) maintain a cause of action, and settle a cause of action, on behalfof the owners, with reference to the property of the Association; and

(g) determine policies and adopt administrative rules and regulationsgoverning the property of t:heAssociation, and amend such administrative rulesand regulations from time t:otime as the....Bo'arddeems advisable.

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

(a) cause to be kepi: a complete record of all its acts and corporateaffairs and to present a. statement thereof to the Members at the annualmeeting of the Members, or at any special meeting when such statement isrequested in writing by one-fourth (1/4) of the Members who are entitled tovote;

(b) supervise all officers, agents and employees of this Association,and see that their duties are properly performed;

(c) establish the annual assessment period and fix the amount of theannual assessment against each Member for each lot located within thesubdivisions at least thirty (30) days in advance of each annual assessment;

(d) send written notice of each assessment to every Member at leastthirty (30) days in advance of each annual assessment period;

(e) at its option, procure and maintain liability insurance on propertyowned and/or maintained by the Association;

(f) at its option, cause all officers or employees having fiscalresponsibilities to be bonded; _

(g) cause all of the facilities, if any, of the Association to bemaintained;

(h) adopt these By-Laws for the Association and amend same from time totime as circumstances may roquire;

(i) elect officers of the Association and otherwise exercise the powersregarding officers of the Ausociation as herein set forth;

(j) determine who shall be authorized to make and sign all instrumentson behalf of the Association and the Board; and

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(k) enforce all cevenants centained in the Declaratien.

ARTICLE VIOFFICERS AND THEIR DUTIES

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sectien 1. Enumeration ef offices. The efficers -ef this Asseciatienshall be a President and vice President, who.shall aJ. all times be Members efthe Beard ef Directers, a Secretary and a Treasurer, and such ether officersas the Board may from time to time by reselutian create.

sectian 2. Electian of officers. The Baard shall elect the afficers afthe Assaciatian and theelectian af afficers shall take place at the firstmeeting af the Baard af Directers and fallawing each ~nnual meeting af theMembers thereafter.

sectian 3. Term. ThE, afficers af this Assaciatian shall be electedannually by the Baard and each shall hald affice far ane (1) year unlesshe/she shall saaner resign, ar shall be removed, ar atherwise disqualified to.

serve. 1/J [1..1,5 C{.+j.,~ '1h-c pi'-i,S.EI~-;hOf.JrJ) w.:c .S.(J'•...•..L f'HIJ-vciG.t-+ Ir,'~§?

sectian 4. Special Appaintments. The Baard may elect such afficers asthe affairs af the Assecia.t.ian may require, each af whamshall hald affice farsuch periad, have such au'thari ty, and perf arm such duties as the Baard mayfram time to. time determine.

sectien 5. Resignatian and Remaval. Any afficer may be remaved framaffice with ar withaut cause by the Baard. Any afficer may resign at any timegi ving written natice to. the Baard, the President ar the secretary. suchresignatian shall take effect an the date of receipt af such natice ar at anylater time specified ther,:!in; and unless atherwise specified therein, theacceptance af such resignatian shall nat be necessary to. make it effective.

sectian 6. The President. The President shall be the chief executiveafficer of the Assaciatian. He/she shall have all af the pawers and dutieswhich are usually vested in the affice of President af a carparatian.

sectian 7. The Vice P:t:'esident. The vice President shall, in the absenceaf or disability af the Pr,:!sident, exercise the pewers and perferm the dutiesaf the President. He/shH shall also. generally assist the President andexercise such ather pewe;cs and perfarm such ether duties as shall beprescribed by the Directars .

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sectian 8. The secretary. The secretary shall keep the minutes af allpraceedings af the Directors and the Members. He/she shall attend to. thegiving and serving af all natices to. the Members and Directars and ethernatices required by law. Ee/she shall have custady af the seal af Assaciatianand affix the same to. instruments requiring a seal when duly signed. He/sheshall keep the recerds of the Assaciatien, except thase of the Treasurer, andshall perfarm all ather du·ties incident to. the affice af the secretary af acorparation as may be required by the Directars or t~e president.

sectian 9. The Treasurer. The Treasurer shall have custady ef allp.!:'eperty af the Asseciatian, including funds, securities, and evidences of'J\L r/-(,) -= "h"C i'L ;~lU::OQ)<;,' .f.JQ +)LL E'If)[rJc:..i..'" (-1it'IV"IL~Lr:. 'j I~Ep~"~~,:o.,.h-J l !'-Le(. Illv "v I" ,,) I I ,I

- j,' '. C' ·0,~ V So. U~/0 -~>z. EYAH ('v,~ '~~11 f-1fJ \.1 H th BEI2 ,) I: -I i4 Z. A ~lv(' /j"'i C,00 V SJ, t;:'i K <-I-I '::,\)1< ()L ',. _)vL!' - I I-5-

indebtedness. He/she shall keep the financial records and books of account ofthe Association in accordance with good accounting practices; he/she shallkeep detailed, <1ccurate records in chronological order of all rec~.i-pts andexpenditures, specifying and itemizing the maintenance and repair expe'flBes andany other expenses incurred; and, he/she shall perform all other dutiesincident to the office of Treasurer. The records, books of account, and thevouchers authorizing payments shall be available for examination by any Hemberof the Association at convenient hours of weekdays.

ARTICLE VIIICOHHITTEES

The Board of Directors shall appoint such committees asappropriate in carrying out its purposes including, but not limitedArchitectural Control committee described under the Declaration.

ARTI CLE. IXBOOKS AND RECORDS

deemedto, the

The books, records and papers of the Association shall at all times,during reasonable business hours, be subject to inspection by any Member. TheArticles and ~he By-Laws of the Association shall be available for inspectionby any Hember at the principal office of the Association, where copies may bepurchased at reasonable cost.

ARTICLE Z.ASSESSHKNTS

~ Each Member shall pay to the Association his/her/its pro rata share oft'u'~asessment to maintain the business and obligations of the Association.A,()--jJ.ssessments, annual 0:( special, which are not paid when due shall bedelinquent. If the assessment is not paid within thirty (30) days after thedue date, the assessment a::1all bear interest from the date of delinquency atthe rate of twelve percent (12%) per annum, and the Association may bring anaction at law against the Hember obligated to pay the same; and interest,costs, and reasonable attorney's fees of any such action shall be added to theamount of such assessment.

ARTICLE XIAHKNDKENTS

section 1. These By~Laws may be amended by the Board at a regular orspecial meeting of the BoaJ~dby a vote of a majority of a quorum of Directorspresent in person or by proxy. Before voting upon an amendment to theseBy-Laws, each Hember shall have a copy of the proposed amendment at leastthree (3) days prior to a meeting called for such purpose.

section 2. In the cane of any conflict between the Articles and theseBy-La~s, the Articles shall control.

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ARTICLE XIIVOTTIIlG RIGBTS

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section 1. Each Memb,ershall be entitled to vote at a meetincf of theMembers of the Association and shall be entitled to CClst. the number of votesas hereinafter set forth.

section 2. The voting power of Members of this Association shall belimited to one (1) vote for each lot owned within the subdivisions. Forexample, a person or entity owning two lots within the subdivisions would beallowed to cast two votes.

section 3. Membership in the Association shall automatically lapse andterminate when any Member shall cease to be the owner of record of a lotwithin the subdivisions.

section 4. When a l()t within the subdivisions is owned of record injoint tenancy or tenancy in common, the membership as to such lot within thesubdivisions shall be joint and the right""of such membership ·.(including thevoting power arising therefrom) shall be exercised only by the joint action ofall owners of record of such lot within the subdivisions.

ARTICLE XIIIHIsrKT.T.ANEOUS

The fiscal year of 1:he Association shall begin on the first day ofJanuary and end on the 31st day of December of every year, except that thefirst fiscal year shall begin on the date of recordation of the Articles.

, 1995.

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