BY-LAWS - of - SUN VALLEY HOMEOWNERS ASSOCIATION, INC.

ARTICLE II

DIRECTORS

Section 1. Number and Term.
The number of directors ("Directors") constituting the Sub-Association's Board of Directors shall be three unless the number is increased or decreased by resolution of the Board of Directors, which number may never be less than three. Each director shall serve for a term of three years, except for those initial directors named in the articles, who shall serve for the terms stated therein.

Section 2. Vacancy and Replacement.
If the office of any Director or Directors becomes vacant by reason of death, resignation, retirement, disqualification, increase in number of directors, removal from office, or otherwise, except by expiration of a staggered term, a majority of the remaining Directors, though less than a quorum, at a special meeting of Directors duly called for this purpose, shall choose a successor or successors who shall hold office until the next annual meeting of Members at which the Members shall elect a successor for the balance of the unexpired term. Notwithstanding the foregoing, the Company is authorized to replace any Director elected by the Company at any time.

Section 3. Removal.
Any member of the Board of Directors may be removed from office with or without cause by the vote or agreement in writing of holders of a majority of the total votes of the Members. A special meeting of the Members of the Sub-Association to remove a number or members of the Board of Directors may be called. by the Voting Representatives of the holders of ten percent (10%) of the total votes of Members giving notice of the meeting as required for a meeting of Members and the notice shall state the purpose of the meeting. In addition to the foregoing rights of the owners, a Director shall be automatically removed from his seat on the Board under the following circumstances:

(a) Failure to pay annual assessments within thirty (30) days after the due date.

(b) Failure to attend three (3) consecutive meetings, including both Board of Directors and general membership meetings, in any one calendar year.

A Director shall be removed for any of the above infractions unless a majority of the Board members vote otherwise due to unusual circumstances.

Section 4. Powers.
Except while a Sub-Association is operating autonomously, the property and business of the Sub-Association shall be managed by the Board of Directors, which may exercise all corporate powers not specifically prohibited by the Florida Statutes, the Articles of Incorporation or the Declaration. The powers of the Board of Directors shall specifically include, but not be limited to, the following:

1. To levy and collect regular and special assessments authorized by the Declaration.
2. To use and expend the assessments collected to acquire, maintain, operate, lease, care for and preserve the Sub-Association's property, including the Common Property and Recreational Facilities, if any.
3. To purchase the necessary equipment required in the maintenance, care and preservation referred to above.
4. To enter into and upon the Lots when necessary, with as little inconvenience to the Owners as possible, in connection with said maintenance, care and preservation.
5. To insure and keep insured the Sub-Association's property including the Common Property and Recreational Facilities, if any, against loss from fire and/or other casualty and the Owners against public liability, and to purchase such other insurance as the Board of Directors may deem advisable.
6. To collect delinquent assessments by suit or otherwise, abate nuisances and enjoin or seek damages from the Members for violations of these By-Laws, the Articles of Incorporation, the Declaration, and the rules and regulations promulgated by the Board of Directors.
7. To employ and compensate such personnel as may be required for the maintenance and preservation of the Sub-Association's property, including the Common Property and Recreational Facilities, if any.
8. To make and amend reasonable rules and regulations concerning the use of the property; however, no such rule or regulation or amendment thereto shall be valid and enforceable unless enacted by a majority of the Board of Directors at a meeting at which Members are: provided the notice of meeting thirty days in advance of the meeting; and, entitled to be present and speak on the proposed rule, regulation and amendment, subject to reasonable meeting procedures.
9. To contract for the management of the Properties and to delegate to such other party all powers and duties of the Sub-Association except those specifically required by the Declarations, the Articles or these By-Laws to have the specific approval of the Board of Directors or membership.
10. To carry out the obligations of the Sub-Association under any easements, restrictions or covenants running with any land subject to the Declarations or any Supplemental Declarations.
11. To perform the services authorized or required of the Sub-Association pursuant to the Declaration or the Articles of Incorporation, including but not limited to, the power to enter into cable, satellite, television and other signal distribution agreements, including providing easements for the agreements and assessing Units, Lots and Owners for the expense of the agreements.
12. To transfer, convey and assign to any Sub-Association any or all of its property or the exclusive right to use and enjoy any of its property, and to delegate to such Sub-Association any and all of its obligations related thereto; all upon such terms and conditions as the Sub-Association and such Sub-Association may agree.

Section 5. Compensation.
Neither Directors nor officers shall receive compensation for their services as such.

Section 6. Meetings.
Meetings of the Board of Directors shall be held in accordance with the following:

1. The first meeting of each Board of Directors newly elected by the Members shall be held within a reasonable time after the meeting at which the Board was elected. The annual meeting of the Board of Directors shall be held at the first meeting of the Board after the annual members' meeting.
2. Special meetings shall be held whenever called by the president or a majority of the Board of Directors. The secretary shall give notice of each special meeting either personally or by mail or telegram, at least three (3) days before the date of such meeting, but the Directors may waive notice of the calling of the meeting.
3. Meetings of the Board of Directors shall be open to all of the Voting Representatives of the Members and the Members. Except in cases of emergency, notices of such meetings shall be posted conspicuously on the Common Property at least forty-eight (48) hours in advance of such meetings.
4. A majority of the Board shall be necessary at all meetings to constitute a quorum for the transaction of business and the act of a majority present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at the meeting, the Directors then present may adjourn the meeting until a quorum shall be present or re-schedule another meeting.

Section 7. Order of Business.
The order of business at all meetings of the Board shall be as follows:

1. Roll call.
2. Reading of minutes of the last meeting.
3. Consideration of communications.
4. Resignations and elections.
5. Reports of officers and employees.
6. Reports of committees.
7. Unfinished business.
8. Original resolutions and new business.
9. Adjournment.

Section 8. Accounting records.
The Sub-Association shall maintain accounting records according to generally accepted principles of accounting, consistently applied, written summaries of which shall be supplied at least annually to Members. Such records shall include, but are not limited to, a record of all receipts and expenditures and an account for each Unit, Tract or Lot, which account shall designate the name and address of the Owner, the amount of each Assessment, the dates and amounts in which the Assessments come due, the amounts paid upon the account and the balance due. These functions may be delegated to public accountants retained by the Sub-Association or by a management firm retained to operate the affairs of the Sub-Association. Every Sub-Association shall maintain its own accounting records so long as it is operating autonomously.

Section 9. Disclosure.
The Sub-Association shall make available, for inspection, at reasonable times and places to all Members, and all holders, insurers, and guarantors of any institutional first mortgage encumbering any of the Properties, current copies of the Declaration, any Supplemental Declaration, the Articles of Incorporation, the By-Laws, the rules and regulations of the Sub-Association, all financial records, and all other books and records of the Sub-Association.