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

ARTICLE V

MEETINGS OF ASSOCIATION

Section 1. Place.
All meetings of the Sub-Association shall be held at such place as may be stated in the notice of the meeting.

Section 2. Annual Meeting.

1. The first annual meeting of the Sub-Association shall be held on a date and time determined by the Board of Directors. In addition to the election of Directors at said first meeting, such other business as may properly come before the meeting may be transacted.
2. Regular annual meetings subsequent to the first meeting shall be held at such dates and times as determined by the Board of Directors.
3. At the annual meetings, the Members by a majority vote (cumulative voting prohibited) shall elect a Board of Directors and transact such other business as may properly come before the meeting.
4. Written notice of the annual meeting shall be personally served upon or mailed by mail to each Voting Representative at least fourteen days prior to the meeting. An officer's certificate of mailing shall be retained as proof of such mailing. A notice of such meeting shall be posted at a conspicuous place on the Common Properties at least fourteen days prior to the meeting.

Section 3. Voting List.
At least fourteen days before every election of Directors, a complete list of those persons entitled to vote at said election shall be prepared by the Secretary. Such list shall be produced and kept for said fourteen days and throughout the election at the office of the Association and shall be open to examination by any person entitled to vote throughout such time.

Section 4. Special Members' Meetings.

1. Special Members' meetings of the Sub-Association may be called by the President, and shall be called by the President or Secretary at the request in writing of those persons holding ten percent of the Sub-Association's voting interests. If the President or Secretary fail to notice such a special Members' meeting within twenty days of receipt of a request, then a majority of those of voting interests, or if there is no objection, then any one of them may notice the meeting. Such request shall state the purpose or purposes of the proposed meeting.
2. Notice of a special Members' meeting stating the time, place and purpose of the meeting shall be provided to each member at such address as appears on the books of the Sub-Association at least seven days before such meeting in a manner permitted by law, including written and electronic, and shall be posted at a conspicuous place on the Common Properties at least fourteen days before the meeting; however, in case of an emergency notice shall be provided as is reasonable and appropriate pursuant to law.
3. Business transacted at all special Members' meetings shall be confined to the purpose stated in the notice of meeting.

Section 5. Quorum.
Persons holding thirty percent of the voting interests shall constitute a quorum at all Members' meetings of the Sub-Association for the transaction of business, except as otherwise provided by law, the Articles of Incorporation or these By-Laws.

1. If a quorum shall not be present or represented at any meeting of the Sub-Association, the persons entitled to vote there-at, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.
2. The joinder of holders of voting interests in the action of a meeting by signing and concurring in the minutes shall constitute the presence of such member for the purpose of determining a quorum and consenting to the business occurring at the meeting.
3. A voting interest which is present by proxy shall be deemed present for the purpose of establishing a quorum and as otherwise provided by law.

Section 6. Vote Required to Transact Business.
When a quorum is present at any meeting, a majority of the votes cast, shall decide any question brought before the meeting, unless the question is one which, by express provision of the Florida Statutes, the Declaration, the Articles of Incorporation or these By-Laws requires a different vote, in which case such express provision shall govern and control the decision of such question. Notwithstanding anything contained in these By-Laws to the contrary, at annual Members meetings a quorum shall be deemed to be that number of Members present at the meeting and no minimum number of Members shall be deemed required for a quorum.

Section 7. Waiver and Consent.
Whenever the vote of Members at a meeting is required or permitted by any provision of the Florida Statutes, the Declaration, the Articles of Incorporation or these By-Laws in connection with any action of the Sub-Association, the meeting and vote of Members may be dispensed with if all such persons who would have been entitled to vote upon the action of such meeting if such meeting were held shall consent in writing to such action being taken.

Section 8. Order of Business.
The order of business at annual Members' meetings and, as far as practical, at other Members' meetings will be:

1. Determination of quorum.
2. Proof of notice of meeting or waiver of notice.
3. Approval of unapproved minutes.
4. Officers' reports.
5. Committee reports.
6. Elections.
7. Unfinished business.
8. New business.
9. Good and Welfare.
10. Adjournment
11. New business.
12. Adjournment.