BY-LAWS

OF

LE/IEBAY MANAGEMENT GROUP, INC.

ARTICLE I

Members

sEcTroN1_ Principal Place Qfausiness

a. The principal place of business of the corporation shall be 9190 Lime BayBoulevard, Tamarac, Florida 33321. The office of the. corporation shall be located in theaforemention d ddr he a ess, or suc other location as may subsequently be designated bythe Board ofDirectors.

SECTION 2. Membership in the Corporation

a. The Lime Bay Condominium complex consists of I8 buildings with a totalof 756 units. The 756 units are incorporated as Lime Bay Condominium, Inc; Lime BayCondominium, Inc. No. 2; Lime Bay Condominium, Inc. No. 3 and Lime Bay Condominium, Inc.

No. 4. (the “Condominium Association(s)”) Each of the aforementioned CondominiumAssociations have the following ownership interest in the recreational facilities managed by LimeBay Management Group, Inc.:

Lime Bay Condominium, Inc. (an undivided 5/18 interest)Lime Bay Condominium, Inc. No. 2 (an undivided 4/ I 8 interest)Lime Bay Condominium, Inc. No. 3 (an undivided 4/18 interest)Lime Bay Condominium, Inc. No. 4 (an undivided 5/ I8 interest)

b. The corporation shall have two (2) classes of membership as designated as

follows:(I) Voting Membership: Each of the Condominium Associations shall

d _ _ . _ _

esignate three (3) individuals who shall serve as voting members on the Board of Directors. TheBoard of Directors shall, beginning at the 2006 Annual Meeting, or before consist of twelve (12)

voting members._ Ifthe Corporation and its by-laws become effecti_ve before the next CondominiumAssociations’ Annual Meetings, then each -of Condominium Associations shall designate,without a vote, three (3) individuals to the Board. The term voting members and Board of Directorsshall be used interchangeably Within these By Laws.

(ii) Non-Voting Members: All record title owners Within the CondominiumAssociations with the exception of those included within .subparagraph (I) of this section shall be

classified as non-voting members.

SECTION 3 Annual Meetings

a. The annual meeting of the members of the Corporation, commencing in2005, shall be held at the principal office ofthe Corporation in the Stat f Fl 'd

_ _ e o on a or at such otherplace within or Without the State of Florida as may be deterrninedby the Board of Directors and asma be des t d `y igna e in the notice of such meeting. The meeting shall be held on the 2““ Tuesday ofDecember of each year or on such other day as the Board of Directors ma s ec` ` If d dy p ity. sai ay isa legal holiday, the meeting shall be held on the next succeeding business day that is not a legal

holiday. Notwithstanding the foregoing provisions the annual meeting ofthe Co oratio hall b_ 9 V fp Il S Sheld no later than thirty (3 0) days after the last annual meeting of the Condominium Associations.

b. Business to be transacted at such meeting shall be the election of Officers ofthe Corporation to succeed those whose terms are expiring and such other business as maybeproperly brought before the meeting.

c. In the event that the annual meeting, by mistake or otherwise, shall not becalled and held as herein 'd d `_provi e , a special meeting may be called as provided for in Section 5 ofthis Article I in lieu of and for the purposes of and with the same effect as the annual meeting.

SECTION 4. Board of Directors Meetings

a. It shall be the intent of the Corporation that the Board of Directors shallmeet on a re lar basis til th

`gu no ess an once every two (2) months to conduct the regular business

ofthe Corporation. Notice ofa'Board`ofDirectors Meeting shallbe provided for in Section 6 ofthisArticle I.

SECTION 5. Special Meetings

a. A special meeting of the Corporation may be called for any purpose orpurposes at any time by the President ofthe Corporation or by not less than two-thirds (2/3rd) ofthe Board of Directors of the Corporation,

b. At any time, upon the written direction of any person or persons entitled tocall a special meeting of the members, it shall be the duty of the Secretary to send notice of suchmeeting to the votin b ' ` 'g mem ers pursuant to Sect1on_ 6 (C) of this Article I. It shall be theresponsibility ofthe person or persons directing the Secretary to send notice of any special meetingof members to deliver such direction and a proposed form of notice to the Secretarynot less thantifteen (15) days prior to the proposed date of said meeting.

c. Special meetings of the members of the Corporation shall be held t h& SHGplace on such date, and at such time as shall be speciizied in the notice of such special meeting.

SECTION 6. Adjournrnent

a. When the annual meeting is convened, or when any special meeting isconvened, the presiding Officer may adjourn it for such period of time as bmay e reasonablynecessary to reconvene the meeting at another place and another tirne.

b. The presiding Officer shall have the power to adjourn any meeting of themembers for any proper purpose, including, but not limited to, lack of a quorum, to secure a moreadequate meeting place, to elect officials, to count and tabulate votes or to pass upon any challengewhich may properly come before the meeting.

c. 'When a meeting is adjourned to another time or place, it shall not benecessary to give any notice of the ach ourned meeting if the time and place to which the meetingis adj ourned are announced at the meeting at which the adjournment is taken and any business, Ulilybe transacted at the adjourned meeting that might have been transacted on the original date ofthemeeting. If, however, after the adjournment the Board Exes a new record date for the adjournedmeIeEg, anotice ofthe adjourned meeting shall be given in compliance with Section 6, Subsectionc o s Article I to each voting member on the new record date entitled to vote at such meeting.

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SECTION 7. Notice of Meetings: Purpose of Meetings:Waiver

a. Annual Meetings. Notice of the Annual Meeting of the Corporation shallbe mailed by iirst class mail, postage prepaid, to the existing voting members and to the presidentofeach Condominium Association not less than fourteen (14) days prior to the annual meeting.The address ofthe pres1dent(s) ofthe Condominium Association(s) as listed on the d f Drecor s o theFlorida Secretary of State shall serve as the records address for the notice of the Annual Meeting.

b. Board of Directors Meetings. Notice of the date, time and location of thenext Board of Director’s meeting may be announced at the adjournment of the meetingimmediately prior. The announcement at the meeting shall constitute effective notice of th Denextmeeting of the Board of Directors to those voting members present. Notwithstanding thef . U _ Q_ u _

_oregomg, notice- of Board of Director s’ meenngs, together with an agenda, shall beconspicuously posted at the Clubhouse, 9190 Lime Bay Boulevard, Tamarac, Florida 33321and on the individual Bulletin Boards of each building in the Condominium Association(s),'not less than 48 hours prior to any proposed meeting. To voting members not present at themeeting immediately prior to that being called, notice of the proposed meeting shall be given byinperson or by electronic mail (if an electronic mail address has been given to the Secretary) or byirst class mail, postage prepaid, Written notice of such meeting which, in the case of a specialmeeting, shall set forth the purjpose(s) for which the meeting is called, not less than seven (7) daysbefore the date of such meeting. Any notice of a meeting sent by the United States mail shall bedeemed delivered when deposited with proper postage thereon withthe United States Postal Serviceor in any mail receptacle under its control.

c. Special Meetings. Each voting member shall be given in person or byelectronic mail (if an electronic mail address has been given to the Secretary) or by first class mail,postage prepaid, Written notice of such meeting which, in the case of a special meeting, shall setforth the purpose(s) for which the meeting is called, not less than ten (l O) days or more than sixty(60) days before the date of such meeting. If mailed, such notice is to be sent to the votingmember’s address as it appears on the records ofthe Corporation. Any notice of a meeting sentby the United States mail shall be deemed delivered when deposited with proper postage thereonwith the United States Postal Service or in any mail receptacle under its control.

d. Notwithstanding any notice requirements in this Section 7 of Article l,notice of any Board ofDirector’s Meeting, Annual Meeting or Special _Meeting shall also be postedin a conspicuous location at the Corporaticrfs offices and on the individual Bulletin Beads of eachCondominium Association"s`building.

e. A voting member or non-voting member waives notice of any meeting byattendance, in person at such meeting or by waiving notice in writing either before, during or aftersuch meeting. Attendance at a meeting for the express purpose of objecting that the meeting wasnot lawfully called or convened, however, will not constitute a waiver ofnotice b a votin D by gmem eror non-voting member statmg at the beginning ofthe meeting his/her objection that the meeting isnot lawfully called or convened.D

_ f Neither the business to be transacted at, nor the purpose of any Board ofDn'ector’s meeting or special meeting need be speciied in any notice of a meeting.

_ g. Non-voting members of the Corporation may attend Board of Directorsmeetmgs, Special meetmgs or the Annual Meeting ofthe Corporation. Non-voting members may

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speal< at any of the aforementioned meetings based on reasonable rules as to length of timepromulgated by the Board of Directors.

SECTION 8. Quorum

a. At any meeting of the members of the Corporation, the presence in personof at least two (2) Corporation Directors iiom each Condominium Association shall be necessaryto constitute a quorum for the transaction of any business.

b. Voting members must be present person to constitute a quorum and underno circumstances shall proxies be used to constitute a quorum.

SECTION 9. Presiding. Officer; Order of Business

a. Meetings ofthe voting members shall be presided over by the the President,or, ifnot present, 'by a Vice President, or,_ none of the President, or a Vice President is present,the meeting shall be presided over by a Chairman to be chosen by 'a plurality ofthe voting membersentitled to vote at the meeting who are present, in person. The presiding Ofncer of any meeting ofthe voting members may delegate the duties and obli ations ofthe 'd' Ofn`

g PICSI 111g cer ofthe meetingas he sees tit.

b. The Secretary ofthe Corporation, or, inhis absence, an Assistant Secretaryshall act as Secretary of every meeting of voting members, but if neither the Secretary nor anAssistant Secretary is present, the presiding Oniicer of the meeting shall choose any person presentto act as Secretary of the meeting.

c. The order of business shall be as follows:

(i) Call of meeting to order.(ii) Proof of notice of meeting.(iii) Roll call.(iv) Reading of minutes of last previous members' meeting or a

waiver thereof(v) Reports of Ofncers.(vi) Reports of Committees.(vii) Regular and miscellaneous business.(viii) Special matters.(ix) Adjournment.

d. Notwithstanding the provisions of any other provision in these By Laws,.theorder and topics of business to be transacted at any meeting shall be determined by the presidingOfficer ofthe meeting in his sole discretion. ln no event shall any variation in the order of businessor additions and deletions nom the order of business as speciiied in this Section, invalidate anyactions properly taken at any meeting.

SECTION lO. Voting

a. Notwithstanding the ownership interests of each Condominium Association,each voting member shall have an equal vote to another voting member. Voting members maynot vote by proxy at any meeting of the Corporation.

h b. ln order to ensure that action taken by the Board of Directors reflects theWis es of the various Condominium Associations, any action to be a roved b th Bpp y e oard ofDirectors must be approved by not less than three fourths (3/4) ofthe Board ofDirectors to be valid.4

_ c. The presiding Officer at any meeting ofthe members shall have the powerto determine the method and means of voting when any matter is to be voted u on. Thp e methodand meansIo; voting may mclude, but shall not be limited to, vote by ballot, vote by hand or votevo _‘

y ice ere shall be no requirement for secret votmg.

_ d._ No business may be conducted without a meeting of this Corporation. ln anemergency situation, action may be talcen without a meeting.

ARTICLE Tl

DIRECTORS

SECTION l. Board of Directors : Exercise of Corporate Powers

a. All corporate powers shall be exercised by or under the authority of d th» all Cbusiness and aiairs of the Corporation shall be managed under the direction of the Board ofD. t . _ _ _ .irec ors except as may be otherwise provided in the Articles of Incorporation. If any suchprovision is made in the Articles ofIncorporation, the powers and duties conferred or imposed upon

the Board of Directors shall be exercised or performed to such extent and by such person or personsasishall be provided in the Articles of Incorporation.

b. Directors must be record title holders in one of the CondominiumAssociations.

c. There shall be no compensation for any member ofthe Board of Directors.

d. A Director shall perform his/her duties as a Director, including his/her dutiesas a member of any committee ofthe Board upon which he may serve, in good faith, in a mannerhe/she reasonably believes to be in the best interests of the Comoration, and with such care as anordinarily prudent person in a like position would use under similar circumstances.

e. ln performing his/her duties, a Director shall be entitled to rely oninformation, opinions, reports or statements, including financial statements and other financial data,in each case prepared or presented by:'(l) one or more Oficers or employees of the Corporationwhom the Director reasonably believes to be reliable and competent in the matters presented; (ii)counsel, public accountants or other persons as to matters which the Director reasonably believesto be within such person’s professional or expert competence; or (iii) a committee of the Boardupon which he/she does not serve, duly designated in accordance with a provision of the ArticlesofIncorporation or the Bylaws, as to matters within its designated authority, which committee theDirector reasonably believes to merit conidence.

f. A Director shall not be considered to be acting in good faith if he/she hasku 1 d _ . _ . _ow e ge concerning the matter rn question that would cause such reliance described in Sectionl, Subsection e of this Article H to be unwarranted.

_ g. A person who performs his/her duties in compliance with this Article il,Section l, shall have no liability by reason of being or having been a Director ofthe Corporation.

_ _A Director ofthe Corporation who is present at a meeting ofthe Board ofDirectors at which action on any corporate matter is talten shall be presumed to have assented tothe action men unless h / h ' ' ` ' 'e s e votes against such action or abstarns from votmg rn respect theretobecause of an asserted conflict of interest.

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(lf) The Board of Director’s powers-shall include, but are not limited to:

(i) To provide direction to the property management inn and personnel,as required, in order to achieve the common goals.

(ii) To expend ftmds to do everything necessary to maintain, improve andrepair the recreational facilities as operated by the Corporation. The aforementioned shall includelandscaping, re-landscapmg, poolmaintenance andrepair painting roofmg cleaning and su h th, , , C, c o ernormal maintenance and repair work as the Corporation deems necessaryfor the upkeep of therecreational facilities and common areas.

(iii) To enter into various contracts in order to facilitate the p oses ofUTPthe Corporation. These contracts include, but are not limited to, management contracts, legalco l tr ` `

`unse con acts, accountant contracts, repair and maintenance contracts. With respect to any

management contract, to ensure that same includes prohibitions on the management company’sability to change banking institutions Without approval ofthe Corporation and a prohibition on themanagement company’s ability to enter into any contracts on behalf of the Association.

(iv) To oversee the performance of anenforce all contracts, obligationsundertakings and liabilities of the Corporation for the benefit ofthe owners within Lime Bay.

(v) To collect funds directly from the Condominium Associationswithin Lime Bay to ensure that the recreational facilities_and common areas as operated by theCorporation are maintained.

(vi) To promulgate and enforce reasonable rules and regulations for theuse of the recreational facilities and common elements.

(vii) To purchase Directors and Officers insurance for the Board ofDirectors.

(viii) To purchase the necessary insurance toiprotect the recreationalfacilities and common areas.

(ix) To formulate and approve a budget in accordance with Article l`\/(d)oftheseB L aft 'th b ` "y aws, er 1 as een submitted and approved by the Boards ofthe CondominiumAssociations.

(X) To inform, instruct and educate the unit owners within Lime Bay asto their rights, benefits, obligations and responsibilities as owners Within Lime Bay.

SECTION 2. Number; Election; Classiication of Directors; Vacancies

a. The Board ofDirectors ofthis Corporation shall consist oftwelve (12) votingmembers. Prior to the meeting of the Corporation at each Condominium Association’sAnnual Meeting, the non-voting members of each Condominium Association shall vote to electth thr 3 `

`e ee ( )voting members to serve as Directors for the Corporation. ln no event, shall there be

less than three (3) voting members from each Condominium Association.

b. Each person named on the Board of Directors shall hold office until the next_ _ eetmg of members, and until his/her successor shall have been elected and qualified oruntil his/her earlier resignation, removal iiom office or death.

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c. Any vacancy occurring in the Board ofDirectors must be filled by a desigieefrom the Condominium Association from which the vacancy occurred. The re "d t f hp S1 en o t eCondominium Association from which the vacancy occurred shall give notice, in Writing, to theSecre f th C `` ` ’ `

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tary o e orporation ofthe Condominium s designee not less than ten (10) days prior to thenext scheduled meeting of the Corporation. Should there be a vacancy created by reason of anincrease in the number of Directors, the president of each Condominium Association shall benotified, in Writing, ofthe increase in the Board of Directors and the president ofthe Condominiumshall provide a designee within fifteen (15) days of such notification.

SECTION 3. Removal of Directors

a_ No director may be removed by a vote of the Board of Directors.b. At the _sole discretion of the majority of directors of an individualcondominium association, the designee director ofthe Corporation of thatcondominium association may be replaced.

SECTION 4. Director Conflicts of Interest

` a. No contract or other transaction between this Corporation and one or moreof its Directors or any other corporation, firm, association or entity in which one or more of itsectors are directors or officers or are financially interested, shall be either Void or voidablebecause of such relationship or interest or because such Director or Directors are present at themeeting ofthe Board ofDirectors or a committee thereofwhich authorizes, approves or ratities suchcontract or transaction or because his/her or their votes are counted for such purpose, if:

(i) The fact of such relationship or interest is disclosed or knownto the Board of Directors or committee' which authorizes, approves or ratiiies the contract ortransaction by a vote or consent sumcient for the purpose without counting the votes or consentsof such interested Directors; or

(ii) The fact of such relationship or interest is disclosed or knownto the members entitled to vote and they authorize, approve or ratify such contract or transactionby vote or Written consent; or

(iii) The contract or transaction is fair and reasonableas to the Corporationat the time it is authorized by the Board, a committee, or the members.

b. Common or interested Directors may be counted in determining the presenceof a quorum at a meeting of the Board of Directors or a committee thereof which authorizes,approves or ratifies such contract or transaction.

SECTION 5. Committees; Designation; Authority

a. The Board of Directors, by resolution adopted by a majority ofthe full BoardofDirectors shall have jurisdiction over all existing committees and may designate from among themembers one or more other committees each ofwhich to the extent provided in such l t', reso u ion orin the Articles ofIncorporat1on or these Bylaws, shall have and may exercise all the authority oftheB _

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_oard of Directors, except that no such committee shall have the authority to (I) designatecandidates for the office of Director for purposes of proxy solicitation o th `

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r o erwise; (ii) illvaphancies on the Board of Directors or any committee thereof; (iii) amend the Bylaws; (iv)au onze or approve any contract and (V) cause any funds to be expended on behalf of theCorporation.

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b. The President shall, with the approval ofthe Board of Directors, create suchstanding committees as are necessary to properly perform the functions and activities, to effect theobjectives and purposes of the Association. Such committees shall perform such duties as thePresident, with the approval of the Board, may direct or assign.

(I) Each committee shall report verbally and in Writing to the President at eachBoard of Directors meeting.

(ii) Wherever there are Board discussions regarding a committee, the Chairmanof that committee hall b ` ' ` `s e permitted to speak even if he/she rs not a Director.

c. The Board, by resolution adopted in accordance with Article II, Section 5,Subsection (a), may designate one or more Directors as alternate members of any such committee,who may act in the place and stead of any absent member or members at any meeting of suchcommittee.

d. Neither the designation of any such committee, the delegation thereto ofauthority, nor action by such committee pursuantto such authority shall alone constitute complianceby any member of the Board of Directors, not a member of the committee in question, with hisresponsibility to act in good faith, in a manner he reasonably believes to be in the best interests ofthe Corporation, and with such care as an ordinarily prudent person in a like position would useunder similar circumstances .»

SECTION 6. Board of Director’s Directors' Meetings

a. A majority of the Directors present, Whether or not a quorum exists, mayadjourn any meeting of the Board of Directorsto another time and place. Notwithstanding theforegoing, notices of a new date for any adjourned Board of Director’s meeting shall beconspicuously posted at the Clubhouse, 9190 Lime Bay Boulevard, Tamarac, Florida 33321, andalso on the individual Bulletin Boards of each building of the'Condominium Associations, not lessthan 48 hours prior to any proposed meeting. Notice of any such adjourned meeting shall be givento the Directors who were not present at the time of the adjoumment and, unless the time and placeof the adjourned meeting are announced at the time of the adjournment, to the other Directors.

b. Members of the Board of Directors may participate in a meeting of suchBoard by means of a conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other at the same time. Participationby such means shall constitute presence in person at a meeting.

ARTICLE IU

OFFICERS

SECTION l. Election; Number; Terms of Office

a. The Ofticers of the Corporation shall consist of ai President a Vice-President, a Secretary and a Treasurer each of Whom shall be elected by the Board f , o rrectorsE/llllllll fourteen (14) days after the Annual Meeting of the Corporation -at a duly noticed Board ofire t ’ '`

c or s meeting. Such other Oflicers and assistant ofhcers and agents as may be deemednecessary may be elected or appointed by the Board ofDirectors. There shall be equal votinv ri htsEas between an Officer ofthe Corporation and a Director. The votes shall be cast in accordanlee withArticle I, Section I0 (b).

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b. All Officers and agents, as between themselves and the Corporation, shallhave such authority and perform such duties in the management ofthe Corporation as are providedin these Bylaws or as may be determined by resolution of the Bo d f D'`

_ , ar o irectors not mconsistentwith these Bylaws.

c. A failure to elect a President, a Vice-President , a Secretary or a Treasurershall not affect the existence of the Corporation.

d. All Directors shall be elected for a term of one (1) year with the right to bere-elected.

SECTION 2. Removal

An Officer of the Corporation shall hold office until the election and qualificationof his/her successor; however, any Officer of the Corporation may be removed from office by amajority vote of the Board of Directors whenever in its' judgment the best interests of theC _ _orporation will be served thereby.

sEcrroN 3. vacancies

Any vacancy in any oflice nom any cause may be filled for the unexpired portionofthe term of such office by the Board ofDirectors.

SECTION 4. Powers and Duties

a. The President shall be the Chief Operating Officer of the Corporation. Heshall be responsible for the general day-to-day supervision of the business and affairs of theCorporation. He shall sign or countersign all certificates, contracts or other instruments of theCorporation as .authorized by the Board of Directors. He shall be a member of the Board ofDirectors. He shall perform. such other duties as are incident to his office or are properly requiredof him by the Board of Directors. The Board of Directors will at all times retain the power toexpressly delegate the duties of the President to any other Officer of the Corporation.

b. The Vice President in the order designated by the Board of Directors, shallexercise the functions of the President during the absence, disability, death, or refusal to act of thePresident. During the ti_me that any Vice President is properly exercising the functions of thePresident, such Vice President shall have all the powers of and be subj ect to all the restrictions uponthe President. Each Vice President shall have such other duties as are assigned to him from timeto time by the Board of Directors or by the President ofthe Corporation.

c. The Secretary of the Corporation shall keep the minutes of the meetings ofthe members of the Corporation and, if so requested, the Secretary shall keep the minutes of themeetings ofthe Board of Directors ofthe Corporation. The Secretary shall be the custodian oftheminute books ofthe Corporation and such other books and records ofthe Corporation as the BoardofDirectors ofthe Corporation may direct. The Secretary shall make or cause to be mad alle properentries in all corporate books that the Board of Directors ofthe Corporation shall cause him to keepTh S t h`

e ecre ary s all be the custodian ofthe corporate seal ofthe Corporation and shall affix thecorporate seal of the Corporation on contracts and other instruments as the Board of Directors ofthe Corporation may direct. The Secretary shall perform such other duties as are as dt hisigne o rnhom time to time by the Board of Directors or the President of the Corporation.

_ _ d. The Treasurer of the Corporation shall have custody of all funds andsecurities owned by the Corporation. The Treasurer shall cause to be entered regul l `_ ar y m the properbooks of account of the Corporation full and accurate accounts of the receipts and disbursements9

ofthe Corporation. The Treasurer ofthe Corporation shall render a statement ofthe cash financiald than o er accounts of the Corporation whenever he is directed to render such a statement by theBoard of Directors or by the President ofthe Corporation. The Treasurer shall at all reasonabletimes make available the Corporation's books and fmancial'accounts to any Director of theCorporatron during normal business hours. The Treasurer shall perform all other acts incident tothe oflice fT f '

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o reasurer o the Corporation, and he shall have such other duties as are assigned to himfiom time to time by the Board of Directors or the President of the Corporation.

e. Other subordinate or assistant omcers appointed by the Board of Directorsor -by the President, if such authority is delegated to him by the Board of Directors shall exercisehsuc powers and perform such duties as may be delegated to them by the Board of Directors or bythe President, as the case may be.

f. ln case ofthe absence or disability of any Oficer ofthe Co ti d frpora on an oany person authorized to act in his place during such period of absence or disability, the Board ofDirectors E ` `

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may om time to tmie delegate the powers and duties of such Officer to any other Officeror any Director or any other person whom it may select.

ARTICLE rv

FINANCES

a The fiscal and calendar year for the Corporation shall begin on the irst day ofJanuary of each year.

b. All checks drawn by the Corporation shall be signed by two (2) authorizedsrgnatatories who shall be Directors ofthe Corporation.

c. The funds of the Corporation shall be deposited in a bank. of federal savings andloan as designated by the Board of Directors.

d. All expenditures which exceed the sum of $500.00, shall be authorized by a three-fourths (3/4) vote ofthe Board of Directors. For sums less than $500.00, the expenditure may beauthorized by the President or the Secretary.

e. In order to maintain the inancial consistency of the complex, the budget of theCorporation must be approved prior to the approval of the earliest budget of the CondominiumAssociations but in no event shall be approved later than December 31 of the year prior to thebeginning of the budget year. The expenses of the Corporation, as reflected in the approvedbudget, shall be apportioned based on the ownership interests of the various CondominiumAssociations as reflected in proportional ownership interests as stated in Article I Section 2 (a) ofthese By Laws.

f The Board ofDirectors ofthe Corporation shall not authorize any material alterationsto the recreation facilities and common elements maintained by the Corporation where the costthe f ` ` °'

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reo rs rn excess of twenty (20 An) ofthe armual budget ofthe Corporation unless sixty (60%) ofall unit owners within Lime Bay approve the material alteranon at a meeting, called with at leastfourteen (l4) days notice, where each unit owner may vote in person or by ro . Th t f hp xy e cos o t eaforementioned alterations shall be borne by each Condominium Association and specially assessedagainst each unit owner there`

g m in amount rn accordance with each unit ojwner’s share of thecommon elements. For the purposes of this section, material alteration shall mean to palpably orer ti lpr cep ve_y_vary or change the form, shape, elements, specifications ofthe Recreational Fac`l`t`1 1 resom its original design or plan, or exrstmg condition, m such a manner as to appreciably affect orio

influence its ftmction, use or appearance Nothin h '_ , _ . g _erein shall limit the Corporations’s abilitiesto perform the Corporat1on’s maintenance responsibilities as stated elsewhere in these By Laws.g. The Board of Directors of this Corporation does not have the authority to collectassessments.

ARTICLE V

BDOKS AND RECORDS

a. The Corporation shall keep correct and complete books and records ofaccount and shall keep minutes of the proceedings of its members, Board of Directors andcommittees of Directors.

b. Any books, records and minutes may be in written form or in any other formcapable of being converted into Written form Within a reasonable time.

c. Unless modified by resolution ofthe' Members, this Corporation shall preparenot later than four (4) months after the close of each fiscal year:

(i) A balance sheet showing in reasonable detail the inancialconditions ofthe Corporation as ofthe date of its tiscal year.

(ii) A profit and loss statement showing the results ofits operationduring its iiscal year.

d. Such balance sheets and proit and loss statements shall be tiled and ke t forPat least five (5) years in office of the Corporation.

e. The records ofthe Corporation shall be made available for inspectionand/or copying to a non-voting member no later than ten (10) business days after receipt ofa writtenrequest served upon either a voting member or the management company administering the affairsof the Corporation. The Corporation may charge a reasonable copying charge. The records thatmust be made available for inspection and/or copying shall include:

(T) Accurate, itemized and detailed records of all receipts andexpenditures

(ii) All tax returns, inancial statements and inancial reports of theCorporation.

(iii) Any other records that identify, measure, record or commtmicatefinancial information including checkbooks and bank statements.

(iv) All copies ofinsurance policies.

(v) A copy ofany conuact to Which the Corporation is a party includingany management contracts. The foregoing shall include any bids fora contract to which the Corporation subsequently became a party to.

(vi) The minutes of all meetings ofthe Board and any member meetings.The foregoing shall be retained for at least two (2) years. D

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(vii) Copies of the Rules and Regulations for the use ofthe Recreationalfacilities and common elements.

ARTICLE VI

SEAL

The Board of Directors shall adopt a Corporate Seal which shall be circul ` f_ _

ar in orm andshall have inscribed thereon the name ofthe Corporation, the state of incorporation and the year ofincorporation.

ARTICLE VII

H\lDEMNIFICATION

This, , , Wingcircumstances and in the following manner:

Corporation shall indemnify any'Director Oiicer employee or agent in the follo `

a The Corporation shall indemnify any personfwho was or is a party to anyroceedin ( th th 'p g, o er an an action by, or in the right of, the Corporation) by reason of the fact thathe/she is or was a Director, Officer, employee, or agent ofthe Corporation, or is or was serving atthe request of the Corporation as a director, officer, employee, or agent of another corporation,partnership, joint venture, trust, or other enterprise, against liability incurred in connection withsuch proceeding, including any appeal thereof, so long as the person holds himselfto the standardsas set forth in Florida Statute 617 governing not-for-profit corporations. The termination of anyproceeding by judgment, order, settlement, conviction or upon a plea of noldcontendre or itsequivalent shall not, of itself create a presumption that the person did not act in good faith and ina manner which he/she reasonably believed to be in, or not opposed to, the best interests of th eCorporation or, with respect to any criminal action or proceeding, had reasonable cause to believethat his/her conduct was unlawful.

b. To the extent that a Director, Officer, employee, or agent ofthe Corporationhas been successful on the merits or otherwise in defense of any proceeding referred to in thisArticle VII or in defense of any claim, issue, or matter therein, he shall be indemnified againstexpenses actually and reasonably incurred by him in connection therewith.

c. Expenses incurred by an Officer or Director in defending a civil or criminalproceeding may be paid by the Corporation in advance ofthe fmal disposition of such proceedingupon receipt of an undertaking by or on behalf of such Director or Officer to re a su h t p y c amoun 1he/she is ultimately found not to be entitled to indemnification by the Corporation pursuant to thist' E `sec ion. xpenses incurred by other employees and agents may be paid in advance upon such termsor conditions that the Board of Directors deems appropriate.

d. The Corporation shall have power to purchase and maintain insurance o nbehalf of any person who is or was a Director, Officer, employee or agent ofthe Corporation or isor was serving at the request ofthe Corporation as a director, officer, employee, or agent of anothercorporation, partnership, j oint venture, trust, or other enterprise against any liability asserted againsthim/her and incurred by him/her in any such capacity or arising out of his/her status as suchwhether or not the Co oration w ld h h` ' ` ` ` ' '

_ rp _ _ ou ,ave t e power to indemnify him/her agamst such liabilityunder the provisions of this section.

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ARTICLE VH]

AMENDMENT OF BYLAWS

a. The Board ofDirectors shall have the power to amend the By Laws by three-fourths (3/4) vote of the Board of Directors at a Special Meeting of the CorporationNotwithstanding the fore oin t b ff ``

g g, o e e ective, any amendment must also receive the consent, inwriting, of all ofthe Condominium Associations Boards. The notice of any Special Meeting atwhich an amendment is to be considered shall state with clarification the provision ofthe By Lawsto be amended and the proposed amendment.

ARTICLE D(

GOVERNTNG LAW

It is the express intent of this Corporation to be governed by Florida Statute Chapter 7l8(The “Condominium Act”) unless otherwise determined by a court of law.

These By-Laws ado ted a duly calle mee ` ofthe Board of Directors of Lime BayManagement Group this QE day of U4 (WT , 2006.

T`tl IP 'Cl TL

Nhnhe: S1 en / .¢0$?/ Date: Y` "Q(f`J LLL/LE BAY CO O , INC.

Title: Pr

Name' Date: a LIME BAY CONDOMLNTUM, lNC. NO. 2

Title: President

Name; _ Date. f' ;/jlféféLIME Y NDO' , INC., NO. 3

W _ lk /Title: Presi - ~Name 1 Date: ga'éééLHVLE BAY CoND n ,Il\iC., NO. 4

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