by

COUNTRY CLUB OF MIAMI 44 NORTH ASSOCIATION, INC.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

THIS DECLARATION

MADE on the date hereinafter set forth by COUNTRY CLUB OF MIAMI CORPORATION, a Florida corporation authorized to transact business in Florida, hereinafter referred to as “Declarant.”

WITNESSETH:

WHEREAS, Declarant is the owner of certain property known as “Country Club of Miami Fairway Townhouses – First Addition” located in Dade County, Florida, the same being a subdivision of the following described parcel of land:

Lots 1 thru 7 inclusive, Block 8, Country Club of Miami Estates, Section 1, as recorded in Plat Book 75 at Page 6 of the Public Records of Dade County, Florida; Tract A, and Lots A through H, inclusive, Block 8, Country Club of Miami Estates Section Two, as recorded in Plat Book 77 at Page 43 of the Public Records of Dade County, Florida; and a portion of Chambers Land Company Subdivision as recorded in Plat Book 2 at Page 27 of the Public Records of Dade County, Florida more particularly described as follows: Beginning at the Northwest corner of Tract A, Block 8, County Club of Miami Estates Section Two as recorded in Plat Book 77 at page 43 of the Public Records of Dade County, Florida; thence run N 78°19’47” E along the North line of said Tract A for a distance of 33.95 feet to a point; thence run N 0°56’05” W along the west line of Block 8 of said Subdivision for a distance of 294.47 feet to a point; thence run S 85°40’52” for a distance of 20.96 feet to a point; thence run S 1°26’27” W for a distance of 299.79 feet to the point of Beginning.

and

WHEREAS, Declarant will convey Lots, as hereinafter described, in the said properties, subject to the protective covenants, conditions, restrictions, reservations, liens and charges set forth herein.

NOW, THEREFORE, Declarant hereby declares that all of the said properties shall be held, sold and conveyed subject to the following limitations, easements, restrictions, reservations, covenants and conditions, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of the real property. These easements, covenants, restrictions and conditions shall run with the land and shall bind all parties having or acquiring any rights, title or interest in the described properties or any park thereof, and shall inure to the benefit of each owner thereto.

ARTICLE I

DEFINITIONS

Section 1 “Association” shall mean and refer to County Club of Miami 44 North Association, Inc., a non-profit Florida Corporation, its successors and assigns.

Section 2 “Properties” shall mean and refer to that certain real property first hereinabove described and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3 “Lots” shall mean and refer to any platted lot show upon the plat of Country Club of Miami Fairway Townhouses – First Addition.

Section 4 “Member” shall mean and refer to every person or entity who holds membership in the Association.

Section 5 “Owner” shall mean and refer to the record owner, whether one or more persons or entities of the fee simple

Section 6 “Declarant” shall mean and refer to Country Club of Miami Corporation, a Florida corporation, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

ARTICLE II

ANNEXATION OF ADDITIONAL PROPERTIES

Section 1 Annexation of additional property shall require the assent of two-thirds (2/3 of the Class A members and two-thirds (2/3) of the Class B members, if any, at a meeting duly called for this purpose, written notice of which setting forth the purpose of the meeting shall be sent to all members not less than twenty-one (21) days nor more than forty-two (42) days in advance of the meeting. The presence of members or proxies entitled to cast sixty percent (60%) of the votes of each class of membership shall constitute a quorum. If a quorum is not present at such meeting, another meeting may be called subject to the notice requirement set forth above and the required quorum of the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. In the event, the two-thirds (2/3) of Class A membership or two-thirds (2/3) of Class B membership are not present in person or by proxy, members not present may give their written assent to the action taken thereat by filing same with Declarant with ten (10) days thereafter.

Section 2 If within five (5) years of the date incorporation of the Association, Declarant should develop additional lands within 150 feet from the boundary of the Properties, such additional lands may be annexed to said Properties without Class A members’ assent.

ARTICLE III

MEMBERSHIP

No person shall be eligible for ownership or membership who is not a fully and currently paid social or golf member of the Country Club of Miami. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject to assessment by the Association, including contract sellers, but excepting persons or entities holding an interest merely as security for the performance of an obligation, shall be a member of the Association. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot and previously effective social or golf membership in the Country Club of Miami shall be the sole qualifications for membership. Nothing in this Article shall pertain to Class “B” membership or to Declarant.

ARTICLE IV

VOTING RIGHTS

The Association shall have two classes of voting membership.

Class A. Class A members shall be all those Owners as defined in Article III with the exception of Declarant. Class A members shall be entitled to one vote for each Lot in which they hold the interest required for membership in Article III. When more than one person holds such interest in any Lot, all such persons shall be members; the vote for such Lot shall be exercised as they among themselves determine, but no more than one vote may be cast with respect to any Lot. No member shall be entitled to vote on any matter who is not a fully and currently paid social or golf member of the Country Club of Miami or who is in arrears in the payment of any charge or assessment hereunder.

Class B. The Class B member shall be Declarant. The Class B member shall be entitled to three (3) votes for each Lot in which it holds the interest required for membership by Article III, but Class B membership shall cease and be converted to Class A membership whenever the earlier of the following events occurs: (a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or (b) on January 2, 1976.

ARTICLE V

PROPERTY RIGHTS

(a) The Association’s right to suspend the voting rights of a member for any period during which any assessment against his Lot remains unpaid; and for a period not to exceed one hundred eighty (180) days for any infraction of its published rules and regulations; and

(b) The Association’s right to dedicate or transfer all or any part of the drainage, irrigation, utility, ingress and egress, easements to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument signed by members entitled to cast two-thirds (2/3) of Class A votes and two-thirds (2/3) of Class B votes, if any, has been recorded, agreeing to such dedication or transfer, and unless written notice of the proposed action is sent to every member not less than thirty (30) days nor more than sixty (60) days in advance.

ARTICLE VI

COVENANT FOR MAINTENANCE ASSESSEMENTS

Section 1. Creation of the Lien and Personal Obligation of Assessments. Declarant, for each Lot Owner by acceptance of a deed therefore, whether or not so expressed in such deed or other conveyance, is deemed to covenant, which covenant shall run with the Land and be binding on every Owner, agree to pay the Association (1) annual assessments or charges which may be prorated and due monthly, and (2) special assessments for capital improvements, both such assessments to be fixed, established, and collected from time to time as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collection thereof, including reasonable attorneys’ fees, as hereinafter provided, shall be charge on the land and shall be a continuing lien upon the property against which each such assessment is made, and said lien may be enforced in the same manner in which mortgages are enforced. Each such assessment or portion thereof, together with such interests, costs, and reasonable attorneys’ fees shall also be each Owner’s personal obligation when the assessment falls due. The personal obligation shall not pass to his successors in title unless expressly assumed by them, but shall remain a charge and lien on the Lot in question.

Section 2. Purpose of Assessments. Assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the Properties, and in particular for the improvement and maintenance of the Properties, services, and facilities devoted to this purpose and related to the use and enjoyment of the townhouses situated upon the Properties.

Section 3. Basis for Monthly Charges and Assessments. The Association’s Board of Directors may fix monthly assessments and determine the method of billing for and collecting the same in the manner hereinafter set forth.

(a) Monthly charges for Lots shall initially include, without limitation, the costs of the following:

(i) Security guard services;

(ii) Landscaping and grounds maintenance (exclusive of entrance patios);

(iii) Exterior building painting and painting maintenance (exclusive of roofs);

(iv) Paving maintenance;

(v) Bookkeeping, accounting and legal services;

(vi) Lawn sprinkler system and off-site pump maintenance, replacement and repairs; and,

(vii) Pro-rata maintenance of Tracts (if applicable).

(b) Charges for security guard services and bookkeeping, accounting and legal services shall be apportioned equally for each Lot; charges for the remaining items in Subparagraph (a) shall be apportioned ratably according to the linear front footage of each Lot.

(c) Charges hereunder shall be due only upon Lots upon which townhouses have been completed; provided, however, that Declarant shall be required to commence payments upon any townhouses owned by it only after 120 days following issuance of a certificate of occupancy for that unit.

(d) All books and records kept by the Association’s Board of Directors in connection with charges under this Article shall be available for inspection by any Owner during regular business hours of any working day.

(e) So long as fees or charges are not unreasonably excessive, the Association’s Board of Directors are authorized to contract with Declarant to provide any or all of the services under this Article.

Section 4. Date of Commencement of Annual Assessments, Due Dates. Except as set forth in Section 3(c) above, annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the first Lot to an Owner. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due date shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 5. Effect of Nonpayment of Assessments; Remedies of the Association. Section 5. Effect of Nonpayment of Assessments; Remedies of the Association. Any assessment not paid when due shall be delinquent. If the assessment is not paid within fifteen (15) days after the due date, the assessment shall bear interest from the date of delinquency at the highest interest rate allowable by law, and the Association, acting through its Board of Directors, may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney'’ fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the lot owned by him. In addition to the foregoing, the Association may charge an administrative late fee not to exceed the maximum late fee permissible by law. Initially, the late fee shall be set at $15.00 per installment, modifiable by the Board of Directors from time to time.

Section 6. Special Assessment Against a Particular Owner or Lot. Should any Lot Owner fail to maintain the premises and the improvements situated thereon in a manner reasonably satisfactory to the Board of Directors, the Association after approval by two-thirds (2/3) decision of the Board of Directors, shall have the right, through its agents and employees to enter upon said parcel during reasonable hours and to repair, maintain and restore the Lot and the exterior of the buildings and any other improvements erected thereon to the minimum standard of repair and condition reasonably satisfactory to the Board, and at as reasonable a cost as to the Board can obtain. The cost of such exterior maintenance shall be added to and become part of the annual assessment to which such Lot is subject, may be prorated and payable monthly and said assessment shall be enforced in the same manner and with the same incidents as provided for in Section 5.

Section 7. Subordination of the Lien to Mortgage. The lien of the assessments provided for herein shall be superior to all other liens save and except tax liens and mortgage liens, provided said mortgage liens are first liens against the property encumbered thereby (subject only to tax liens) and secure indebtedness which are amortized in monthly or quarter-annual payments over a period of no few than ten (10) years. Sale or transfer of any Lot which is subject to a mortgage as herein described pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the line of such assessments as to payments thereof which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.

Section 8. Subject and Exempt Property. The following property subject to this Declaration shall be subject from the assessments created herein: (a) all properties not dedicated to and accepted by a local public authority; (b) those portions of Country Club of Miami Fairway Townhouses First Addition which may be designated and/or reserved for easements; (c) at Declarant’s option and where applicable Tract A shall be considered common elements, i.e. property owned by the Association and shall be maintained by all members in their monthly maintenance fee and as such they shall be landscaped and maintained in a manner similar to other lands subject to these restrictions; and (d) all properties owned by a charitable or non-profit organization exempt from taxation by the laws of the State of Florida. However, no land or improvements devoted to dwelling use shall be exempt from said assessments, regardless of the character of ownership.

ARTICLE VII

MEMBERSHIP IN COUNTRY CLUB OF MIAMI

Each Lot Owner shall be required, prior to entry upon or possession of any part of the Properties to be a fully and currently paid social or golf member of Country Club of Miami and shall be required to maintain such membership current. Country Club dues shall be a charge upon each Lot and shall be a lien upon each Lot subject to collection and enforcement in the same manner and with the same incidents as set forth in Section I of Article VI of this Declaration. Nothing in this Article shall pertain to Class “B” membership or to Declarant.

ARTICLE VIII

ARCHITECTURAL CONTROL

No building, fence, wall or other structure or improvement shall be commenced, erected or maintained upon any Lot, nor shall any exterior addition, change or alteration therein be made upon any Lot until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of exterior design and location in relation to surrounding structures and topography by the Board of Directors of the Association, or by an architectural committee composed of three (3) or more representatives appointed by the Board. In the event said Board, or its designated committee, fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to and actually received by it, approval will not be required and this Article will be deemed to have been fully complied with. All determinations of the architectural committee shall be subject to review by, and shall comply with, any rules and regulations of Declarant’s Architectural Review Board as set forth in Article IX Section 12 below.

ARTICLE IX

USE RESTRICTIONS

Section 1. No Lot shall be used except for residential purposes. No building shall be erected, altered, placed or permitted to remain on any Lot other than a single-family dwelling.

Section 2. No structure of a temporary character, trailer, basement, tent, shack, garage, barn or other out building shall be used on any Lot at any time as a residence or appendage to such residence, either temporary or permanent.

Section 3. No noxious or offensive activity shall be carried on upon any Lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood.

Section 4. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except that a reasonably number of dogs, cats or other household pets may be kept provided they are not kept, bred or maintained for any commercial purposes and provided they are kept reasonably quiet and clean.

Section 5. No sign of any kind shall be displayed to the public view on any Lot, except one sign of not more than one square foot advertising the property for sale or rent, or signs used by Declarant or a builder to advertise the property during the construction and sale.

Section 6. No Lot shall be used or maintained as a dumping ground for rubbish. Trash, garbage or other waste shall be kept in sanitary containers. All equipment for the storage or disposal of such materials shall be kept in a clean and sanitary condition.

Section 7. No garments, rugs or any other materials may be hung, exposed or dusted from the windows or from any residences.

Section 8. Easements for access are reserved as shown on the recorded plat. Access easements are provided for the joint and several use of the present and future owners of lots within this Section for a means of ingress and egress. Within these easements, no wall, fence, structures, buildings, planting or other material shall be placed or permitted to remain which will prevent free ingress and egress. Access shall be continuously available to all present and future owners of property in this Section, and appropriate public officials.

Section 9. No oil drilling, oil development operations, oil refining. quarrying or mining operations of any kind shall be permitted upon or in any lot, nor shall oil wells, tanks, tunnels, minerals excavation or shafts be permitted upon or in any lot. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained, or permitted upon any lot.

Section 10. No individual sewage disposal system shall be permitted on any Lot; provided that a central sewage disposal system is being operated in accordance with the requirements of the Florida State Board of Health or any other governmental regulatory body having jurisdiction over said central system.

Section 11. No individual water supply system shall be permitted on any lot, except for use in air conditioners and sprinkler systems; provided that a central water supply system is being operated in accordance with the requirements of the Florida State Board of Health or any other governmental body having jurisdiction over said central system.

Section 12. No building or additional fence, wall, or other structure or improvement of any nature shall be erected, placed or deleted or altered on any lot until the construction plans and specifications and a plan showing the location of the structure have been approved in writing by the Architectural Control Committee. Each building, wall, or other structure or improvement of any nature shall be erected, placed or altered upon the premises only in accordance with the plans and specifications and plot plan so approved. Refusal or approval of plans, specifications and plot plan, or any of them, may be based on any ground, including purely aesthetic grounds, which in the sole and uncontrolled discretion of said Architectural Control Committee shall seem sufficient. Any change in the exterior appearance of any building, wall, other structure or improvement shall be deemed an alteration requiring approval. The Architectural Control Committee shall have the power to promulgate such rules and regulations as it deem necessary to carry out the provisions and intent of this paragraph. The Architectural Control Committee is composed of Guy B. Bailey, E. Wade Hargadon, and James W. Briggs, all of whose address is in care of Country Club of Miami Corporation, 6801 Miami Gardens Drive, Miami, Florida. A majority of the committee may designate a representative to act for it. In the event of death or resignation of a representative to act for it. In the event of death or resignation of any member of the committee, the remaining members shall have full authority to designate a successor. Neither the members of the committee, nor its designated representative shall be entitled to any compensation for services performed pursuant to this covenant.

Section 13. The paint, stain, and other exterior finishing colors and landscaping of each building group shall be maintained as that originally installed, without prior approval of the Architectural Control Committee.

Section 14. In order to maintain the high standards of the townhouse area with respect to residential townhouse appearance, no trucks or commercial vehicles, boats, house trailers, boat trailers, and trailers of every other description shall be permitted to be parked or to be stored at any place on any lot in the townhouse areas, except only during periods of approved construction on said Lot. This prohibition of parking shall not apply to temporary parking of trucks and commercial vehicles, such as for pick-up, delivery and other commercial services.

Section 15. Except as necessary to permit passage of vehicles, all garage doors shall be kept closed at all times.

Section 16. No exterior radio or television antennas and no awnings, roofed-over terraces or screened enclosures shall be permitted.

ARTICLE X

EASEMENTS

Easements for the installation and maintenance of common sprinkler system, utilities and drainage facilities are reserved and such easements are set forth and contained in the recorded plat of Country Club of Miami Fairway Townhouses First Addition and as may be contained in any subsequent plat or plats filed, from time to time, among the Public Records of Dade County, Florida, covering additional properties annexed pursuant to Article II. The Association may modify, dedicate and transfer easements pursuant to Article V. Within these easements, no structure, planting or other material shall be placed or permitted to remain which, may damage any structure installed in accordance with said easement, or interfere with the installation and maintenance of utilities, or which may change the direction of the flow of drainage channels in the easements, or which may obstruct or retard the flow of water through drainage channels in the easements. The easement area of each Lot and all improvements in it shall be maintained continuously by the Owner of the Lot, except for those improvements for which a public authority or utility company is responsible.

ARTICLE XI

RIGHT OF FIRST REFUSAL

Declarant shall have a right of first refusal of any bona fide offer to purchase any Lot within fifteen (15) days of receipt of written notice from such Owner that a sale is pending.

ARTICLE XII

GENERAL PROVISIONS

Section 1. Covenants Run with Land. All restrictions, reservations, covenants, conditions and easements contained in this Declaration shall constitute covenants running with the land and all grantees, devisees, or mortgagees, their heirs, personal representatives, successors, and assigns and all parties claiming by, through, or under such persons, agree to be bound by the provisions of (a) this Declaration of Covenants, Conditions and Restrictions, and (b) the Articles of Incorporation and By-Laws of the Association who will be the entity responsible for the operation and maintenance of the townhouse area.

Section 2. Enforcement. The Association, or an Owner, shall have the right to enforce, by an proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 3. Severability. Invalidation of any one of any portion of any one of these covenants or restrictions by judgment or court order shall in no wise affect any other provisions which shall remain in full force and effect.

Section 4. Amendment. The covenants and restrictions of this Declaration shall run with and bind the Land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, unless amended by the affirmative vote of not less than 2/3 of the Lot Owners. To be effective, any amendment must be properly recorded.

Section 5. Remedy for Violation. For violation or a breach of any of the provisions herein, or the provisions of the Articles of Incorporation or By-Laws of the Association by any person claiming by, through or under the Declarant and/or the Association, or by virtue of any judicial proceedings, the Owner, or the Association, or Declarant, or a first mortgagee, or any of them, severally, shall have the right to proceed at law for damages or in equity to compel compliance of any of them, or for such other relief as may be appropriate. In addition to the foregoing right, whenever there shall have been built within the Properties any structure which is in violation of this Declaration, any of the aforementioned persons or parties may enter upon the property where such violation exists, and summarily abate or remove the same at the expense of the Owner, provided, however, that the Association shall then make the necessary repairs, construction, etc. to insure that the proper and improvements where such violation occurred is restored to the same condition in which it existed prior to such violation, and any such entry, abatement, removal or restoration and construction work shall not be deemed a trespass.

Section 6. Effect of Waiver of Violation. No waiver of a breach or violation of any of the terms, provisions and covenants in this Declaration, or in its Articles of Incorporation and By-Laws of the Association, shall be construed to be a waiver of any succeeding breach of some term, provision or covenant of this Declaration, or the Articles of Incorporation and By-Laws of the Association.

Section 7. Instruments Governing Common Area and Owners of Lots. This Declaration and the Articles of Incorporation and By-Laws of the Association, which are attached hereto and made a part hereof, and any lawful amendments, from time to time, to said instruments, shall govern the townhouse area and the rights, duties and responsibilities of the Owners of Lots.

Section 8. Notice to Owners. Whenever notices are required to be given hereunder, the same shall be sent to the Owners by Certified Mail at the address of the dwelling situated upon the Lot. Such notices shall be deemed given when deposited in the United States Certified Mails. Any Owner may change his mailing address by written notice given to the Declarant at 6801 Miami Gardens Drive, Hialeah, Florida 33015 and to the Association at the same address.

Section 9. Whenever the context so requires, the use of any gender shall be deemed to include all genders, and the use of the singular shall include the plural

IN WITNESS WHEREOF, Country Club of Miami Corporation has caused these presents to be signed in its name by its Vice President and its corporate seal affixed, attested by its Secretary, this ____ day of 197__.

Signed, sealed and delivered Country Club of Miami Corporation

in the presence of:

By:

Vice President

Attest:

Secretary

(Corporate Seal)

STATE OF FLORIDA )

)

COUNTY OF DADE )

Before me appeared E. Wade Hargadon and Guy B. Bailey Jr., to me well known, and known to me to be the individuals described in and who executed the foregoing instrument as its Vice President and Secretary of the above name Country club of Miami Corporation, a Corporation, and severally acknowledged and before me that they executed such instrument as such Vice President and Secretary, respectively, of said corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that it was affixed to said instrument by due and regular corporate authority, and that said instrument is the free act and deed of said corporation.

WITNESS my hand and official seal, this day of A.D., 197 .

Notary Public

State of Florida at Large

My commission expires

ARTICLES OF INCORPORATION OF

COUNTRY CLUB OF MIAMI 44 NORTH ASSOCIATION, INC.

(f/k/a 44 NORTH ASSOCIATION, INC.)

(a not for profit corporation organized under Florida Statutes, Chapter 617)

ARTICLE I

Name. The name of the Corporation shall be COUNTRY CLUB OF MIAMI 44 NORTH ASSOCIATION, INC.

ARTICLE II

Purpose. This Corporation is organized for the purpose of operating, governing, administering, and managing the Property and affairs of the townhouses located on the following described property (the “Property”) and to exercise all powers and discharge all responsibilities granted to it as a corporation under the laws of the State of Florida, the By-Laws, these Articles of Incorporation, and any other instruments which pertain to the Property.

The Property is described as:

Country Club of Miami Fairway Townhouses, Block 2, Lots 1 through 44, according to the Plat thereof, as recorded in Plat Book 92, Page 2, of the Public Records of Dade County, Florida.

ARTICLE III

Powers. The powers of the Corporation shall include and be governed by the following provisions:

1. The Corporation shall have all of the common law and statutory powers of a not-for-profit corporation, which are not in conflict with the terms of these Articles.

2. The Corporation shall have all of the powers reasonably necessary to implement the powers of the Corporation, including but not limited to the following:

(a) To make and collect assessments against members to defray the cost of the townhouses.

(b) To use the proceeds of assessments in the exercise of its powers and duties.

(d) The reconstruction of improvements after casualty and the further improvement of the Property.

(e) To make and amend regulations respecting the use of the Property.

(f) To approve or disapprove of proposed purchases, lessees and mortgagees of townhouses.

(g) To enforce by legal means the provisions of these Articles of Incorporation, the By-Laws and the regulations of the Corporation for the use of the Property.

(h) To contract for the management of the townhouses and to delegate to such manager all powers and duties of the Corporation except such as specifically required by law to have the approval to the Board of Directors or membership of the Corporation.

3. All funds and titles of all of the Property acquired by the Association and the proceeds thereof shall be held only for the benefit of the members in accordance with the Articles of Incorporation and By-Laws.

ARTICLE IV

Members. The qualification of members, the manner of their admission and voting by members shall be as follows:

1. All owners of the townhouses located on the Property shall be members of the Corporation, no other person or entity shall be entitled to membership.

2. Membership in the Corporation shall be established by recording in the public records of Dade County, Florida, a Deed or other instrument establishing a change of record title to a townhouse located on the Property and the delivery to the Corporation of a certified copy of such recorded instrument, the new owner designated by such instrument thereby becoming a member of the Corporation. The membership of the prior owner shall thereby be terminated.

3. The share of a member and the funds and assets of the Corporation cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to the townhouse which such member owns.

ARTICLE V

Duration. The term of the Corporation shall be perpetual.

ARTICLE VI

Officers. The affairs of the Corporation are to be managed by its officers, subject, however, to the direction of the Board of Directors. The officers of the Corporation shall consist of President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors according to the By-Laws of the Corporation. The Directors may, if they desire, combine the offices of Secretary and Treasurer and, in addition, provide for such other officers, agents, supervisory personnel or employees of the Corporation as they shall see fit, none of whom need to be a member of the Corporation. Commencing with the first annual meeting of the Board of Directors, officers will be elected annually to hold office until the next annual meeting of the Board of Directors or until their successors are elected and qualify.

The names of the officers who are to serve until the first election by the Board of Directors are as follows:

Thomas A. Hamilton - President

Prescott W. Robinson - Vice President

A.J. Lynch - Secretary/Treasurer

None of the above officers specifically named in these Articles shall be required to be a member of the Corporation to hold office.

ARTICLE VII

Board of Directors. The Corporation shall be governed by a Board of Directors consisting of not less than three (3) nor more than nine (9) persons as provided for in the By-Laws. In the absence of any provision in the By-Laws designating the number of directors, the number thereof shall be six (6) provided, however, that until the first annual meeting of the members of the Corporation this Corporation shall be governed by a Board of Directors consisting of six (6) persons the names and post office addresses of the persons who will serve as directors until the first annual meeting of members or until their successors are elected and qualify, are as follows:

Name Post Office Address

Joseph Del Buono 19600 Bob-O-Link Drive

Hialeah, Florida 33015

Thomas A. Hamilton 19840 Bob-O-Link Drive

Hialeah, Florida 33015

Dale N. Jones 19712 Bob-O-Link Drive

Hialeah, Florida 33015

Ernest G. Lantz 19728 Bob-O-Link Drive

Hialeah, Florida 33015

Prescott W. Robinson 19500 Bob-O-Link Drive

Hialeah, Florida 33015

Daniel Q. Trask 19520 Bob-O-Link Drive

Hialeah, Florida 33015

Succeeding Boards of Directors and succeeding directors shall be elected by members in the manner and in accordance with the method provided for in the By-Laws of the Corporation, and the same shall be constituted from time to time.

ARTICLE VIII

Removal of Officers and Directors. Any officer may be removed prior to the expiration of his term of office in the manner provided for hereinafter, or in such manner as provided for in the By-Laws. Any officer may also be removed for cause by a two-thirds (2/3) vote of the full Board of Directors at a meeting of directors called at least in part for the purpose of considering such removal. Any officer or director of the Corporation may be removed with or without cause and for any reason upon a petition in writing of a majority of the members called at least in part for this purpose, by two-thirds (2/3) vote of the membership. The petition for calling for the removal of such officer and/or director shall set forth a time and place of the meeting of members, and notice shall be given to all members of such special meeting of the members at least ten (10) days prior to such meeting in the manner provided for in the By-Laws for the giving of notices of special meetings. At any such special meeting the officer and/or director whose removal is sought shall be given the opportunity to be heard.

ARTICLE IX

Indemnification of Officers and Directors.. Every director and every officer of the Corporation shall be indemnified by the Corporation against all expenses and liability, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a director or officer of the Corporation, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty or willful misfeasance or malfeasance in the performance of his duties; provided that in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the director of officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board of Directors approves such settlement and reimbursement as being in the interests of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.

ARTICLE X

By-Laws. The original By-Laws of this Corporation shall be adopted by the Board of Directors, and may be altered, amended or rescinded in the manner provided by the By-Laws.

ARTICLE XI

Prohibition Against Issuance of Stock and Distribution of Income. This Corporation shall never have nor issue any shares of stock, nor shall this Corporation distribute any part of the income of the Corporation, if any , to its members, directors, or officers. Nothing herein, however, shall be construed to prohibit the payment by the Corporation of compensation in a reasonable amount to the members, directors, or officers for services rendered, nor shall anything herein be construed to prohibit the Corporation from making any payments or distribution to members or benefits, monies or properties permitted by Section 617.011 of Florida Statutes.

ARTICLE XII

Contractual Powers. In the absence of fraud, no contract or other transaction between the Corporation and any other person, firm association, corporation or partnership shall be affected or invalidated by the fact that any director of officer of the Corporation is pecunarily or otherwise interested in, or is a director, member of office of any such other firm, association, corporation, or partnership, or is a party or is pecuniarily or otherwise interested in such contract or other transactions, or in any way connected with any person, firm, association, corporation, or partnership, pecuniarily or otherwise interested therein. Any director may vote and be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing such contract or transaction with like force and effect as if he were not so interested, were not a director, member or officer of such other firm, association, corporation or partnership.

ARTICLE XIII

Subscribers. The names and post office addresses of the subscribers to these Articles of Incorporation are as follows:

Robert E. Schur, Esquire Suite 1820, One Biscayne Tower

Two South Biscayne Blvd.

Miami, FL 33131

Cynthia H. Fulford Suite 1820, One Biscayne Tower

Two South Biscayne Blvd.

Miami, FL 33131

Donna Noy Suite 1820, One Biscayne Tower

Two South Biscayne Blvd.

Miami, FL 33131

ARTICLE XIV

Amendment. These Articles of Incorporation may be amended from time to time by resolution adopted by a majority of the Board of Directors and approved by a vote of two-thirds (2/3) of the members of the Corporation presented at any meeting of the members of the Corporation called at least in part to consider such amendment, or approved in writing by the members of the Corporation having not less than two thirds (2/3) of the total membership vote.

ARTICLE XV

Registered Agent and Registered Officer. The Registered Agent for this Corporation shall be Thomas A. Hamilton and the Registered Office shall be located at 19840 Bob-O-Link Drive, Hialeah, Florida 33015, or such other person or such other place as the Board of Directors shall from time to time direct, with appropriate notice being given to the Secretary of State in accordance with the law.

IN WITNESS WHEREOF, we have hereunto set our hands and seal at Miami, Dade County, Florida this 9^th day of August 1978.

(SEAL)

Robert E. Schur

(SEAL)

Cynthia H. Fulford

(SEAL)

Donna Noy

STATE OF FLORIDA )

) ss.

COUNTY OF DADE )

BEFORE ME, the undersigned authority, this day personally appeared Robert E. Schur, Cynthia H. Fulford and Donna Noy, to me well known and known to me to be the individuals described in and who executed the foregoing Articles of Incorporation of 44 NORTH ASSOCIATION, INC. and they each acknowledge before me that they signed and executed the same for the purposes set forth

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Miami, Dade County, Florida this 9th day of August, 1978.

Notary Public, State of Florida

at Large

MY COMMISSION EXPIRES:

1. IDENTITY. These are the Amended and Restated By-Laws (hereinafter “By-Laws”) of Country Club of Miami 44 North Association, Inc. (hereinafter “the Association”), Florida not-for-profit Corporation formed for the purpose of administering the property as described on Exhibit “1” attached hereto.

1.1 Fiscal Year. The fiscal year of the Association shall be the calendar year, unless otherwise determined by the Board of Directors.

1.2 Seal. The seal of the Association shall be adopted and may be changed by the Board of Directors and shall bear the name or abbreviated name of the Association, the word “Florida,” the year of establishment, and shall identify the Association as a not-for-profit corporation.

2.1 Annual Meetings. Annual members’ meetings shall be held at such location and date as may be determined by the Board of Directors from time to time.

2.2 Special Meetings. Special members’ meetings shall be held whenever called by the President or by a majority of the Board of Directors and shall be called by the President within a reasonable time following receipt of a written request signed by fifty (50%) percent of the voting interests of the Association. Members’ meetings to recall a member or members of the Board of Directors may be called by written request signed by ten (10%) percent of the voting interests of the Association who shall give notice of the meeting, stating the purpose of the meeting.

2.3 Notice of Members’ Meetings. Notice of all members’ meetings, stating the time, place, and purpose(s) of the meeting, shall be sent to each unit owner by United States regular mail, unless waived in writing, at least 10 days prior to the meeting. Hand delivery is acceptable where permissible by law. The notice of all members meetings shall include an agenda for all known substantive matters to be discussed, or have such an agenda attached to it.

Notice of specific meetings may be waived before or after the meeting and the attendance of any member (or person authorized to vote for such member) shall constitute such member’s waiver of notice of such meeting, except when his (or his authorized representative’s) attendance is for the sole and express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called

2.4 Quorum. A quorum at members’ meetings shall consist of persons entitled to cast thirty (30%) percent of the voting interests of the entire membership. Decisions made by a majority of the voting interests present and voting, in person or by proxy, at a meeting at which a quorum is present shall be binding and sufficient for all purposes except such decisions as may by virtue of the provisions of the Homeowner’s Association Act, Declaration of Covenants and Restrictions, By-Laws or Articles of Incorporation require a larger percentage in which case such larger percentage shall govern. Any meeting lawfully called to order may be adjourned and reconvened by the members, from time to time. If any meeting of members cannot be organized because a quorum is not present, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present.

2.5 Indivisible Vote. Each Lot shall have one indivisible vote. If multiple owners of a Lot cannot agree on a vote, the vote shall not be counted as to the issue upon which disagreement exists. Any owner of a Lot, not a natural person, shall designate a natural person as the voting representative of the Lot for all purposes, by execution of a voting certificate which shall be kept on file with the Secretary of the Association. The vote of a Lot owned by other than a natural person shall not be counted to the extent no voting certificate is on file. (The terms “Lot” and “Unit” are used interchangeably herein).

2.6 Proxies. Votes may be cast in person or by proxy. Proxies shall be in writing, signed and dated, and must be filed with the Association prior to the completion of the voter registration process immediately preceding any meeting, or adjournment thereof.

2.7 Order of Business. The order of business at annual members’ meetings and, as far as applicable at all other members’ meetings, shall be:

2.8.2 At the discretion of the President, appointment by the President of a chairman of the meeting (who need not be a member or a director);

2.8 Action Without a Meeting. Anything to the contrary herein notwithstanding, to the extent lawful, any action required to be taken at any annual or special meeting of members, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice, and without a vote if a consent in writing setting forth the action so taken, shall be signed by the requisite number of voting interests to approve the action. Members may also consent in writing to action taken at a meeting, before or after the meeting, by providing a written statement to that effect and their vote shall be fully counted as though they had attended the meeting.

3.1 Number, Term, and Qualifications. The affairs of the Association shall be governed by a Board composed of not less than three (3) nor more than nine (9) Directors. All Directors shall be members of the Association. All officers of a corporation, trustees and/or beneficiaries of a trust, partners of a partnership, or other such owner shall be deemed to be members so as to be eligible for Board membership. The term of each Director’s service shall extend until their elected term is completed and, thereafter, until their successor is duly elected and qualified, or until the Director is recalled by a vote of a majority of the owners, or the Director resigns. Resignations of Directors are effective when received by the Association in writing, unless a later date is stated.

3.2 Board Vacancies. Vacancies in the Board of Directors occurring between annual meetings of members shall be filled by appointment by a majority vote of the remaining Directors whether or not said directors constitute a quorum, for the remainder of the unexpired term as provided in Article 3.1; provided that when a Director has been recalled by the membership, the vacancy created by his removal cannot be filled with the same person as has been removed from the Board.

3.3 Organizational Meeting. The organizational meeting of each newly-elected Board of Directors to elect officers shall be held immediately following the annual meeting, unless a quorum of the newly-elected Board of Directors shall not be present, in which case the meeting shall be held at such place and time as shall be fixed by the Directors present within ten (10) days of the annual meeting, with notice as provided in Section 3.5 of these By-Laws. Unless otherwise noticed, the organizational meeting shall be held immediately following the annual meeting.

3.4 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. Notice of regular meetings, unless fixed by Board resolution, shall be given to each Director personally or by mail, telephone, or facsimile at least three days prior to the day named for such meeting, which notice shall state the time and place of the meeting.

3.5 Special Meetings. Special meetings of the Directors may be called by the President and must be called by the Secretary at the written request of a majority of the Board. Not less than two days’ notice of the meeting (except in an emergency) shall be given to each Director personally or by mail, electronic mail, telephone, or facsimile, which notice shall state the time, place, and purpose of the meeting.

3.6 Waiver of Notice. Any Director may waive notice of a meeting before, at, or after the meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at a meeting shall constitute waiver of notice of the meeting.

3.7 Notice to Owners of Board Meetings. Notice of Board meetings shall be posted and./or mailed or delivered to the unit owners in accordance with the Homeowner’s Association Act, as same may be amended from time to time.

3.8 Owner Participation in Board Meetings. Meetings of the Board of Directors, at which a majority of the members of the Board are present, shall be open to all unit owners, and attendance and participation by owners shall all be in accordance with such rules and regulations as may be adopted by the Board of Directors. The right to attend such meetings includes the right to speak with reference to all designated agenda items; provided, however, the Board may adopt reasonable rules governing the frequency, duration, and manner of unit owner statements. Board meetings subject to the attorney-client privilege shall not be subject to unit owner observation.

3.9 Board Meetings, Quorum, and Voting. A quorum at Directors’ Meetings shall consist of a majority of the Directors. The acts approved by a majority of Directors present at a meeting shall constitute the acts of the Board. Directors may not vote by proxy or by secret ballot at Board meetings (except that Directors may vote by secret ballot when electing Officers) and a vote or abstention for each member present shall be recorded in the minutes. Directors may not abstain from voting except in the case of an asserted conflict of interest. If at any meeting of the Board there be less than a quorum present, the Director(s) present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. Absent Directors may later sign written joinders in Board actions, but such joinders may not be used for purposes of creating a quorum.

3.10 Presiding Officer. The presiding officer at Directors’ meetings shall be the President, and in his or her absence, the Vice President. In the absence of the presiding officer, the Directors present shall designate one of their number to preside.

3.11 Director Compensation. Directors shall serve without pay but shall be entitled to reimbursement for expenses reasonably incurred.

4. POWERS AND DUTIES OF THE BOARD OF DIRECTORS. All of the powers and duties of the Association existing under the Florida Corporation Statutes, the Homeowner’s Association Act, and the Declaration of Covenants and Restrictions, these By-Laws and the Articles of Incorporation, all as may be amended from time to time, shall be exercised exclusively by the Board of Directors, or its duly authorized agents, contractors, or employees, subject only to the approval by unit owners when such is specifically required. Such powers and duties of the Directors shall include, but shall not be limited to, the following:

4.1 To Assess. The Directors shall adopt budgets and make and collect special and periodic assessments against owners to defray the costs of the Association.

4.2 To Expend Association Funds. The Directors shall use the proceeds of assessments in the exercise of its powers and duties.

4.3 To Maintain The Association Property. The Directors shall maintain, repair, replace, and operate the property within the Association.

4.4 To Adopt Regulations. The Directors shall enact and may amend Rules and Regulations concerning the transfer, use, appearance, maintenance, and occupancy of the Lots, common properties and Association property, and to enact rules, policies, and resolutions pertaining to the operation of the Association.

4.6 To Approve Transfers. The Directors may approve or disapprove proposed transactions or transfers in the manner provided by the Declaration of Covenants and Restrictions, and to charge a preset fee, not to exceed the maximum permissible by law, in connection with such right of approval. In connection with the lease of units, the Board may require the posting of a security deposit to protect against damages to the Association property, in the manner provided by law.

4.7 To Enforce. The Directors may enforce by legal means the provisions of applicable laws and the Declaration of Covenants and Restrictions, these By-Laws, the Articles of Incorporation and Rules and Regulations, as same may be amended from time to time, and to interpret them as the final arbiter of their meaning.

4.8 To Contract for Management. The Directors may contract for management of the Association.

4.9 To Insure. The Directors shall carry insurance for the protection of its Officers and Directors and it shall procure and maintain adequate liability and hazard insurance on property owned by the Association, if any.

4.10 To Pay Utility Bills. The Directors shall pay the cost of all utility services rendered to the Association and not billed to owners of individual Lots.

4.11 To Hire and Discharge. The Directors may employ personnel and designate other officers to be paid a reasonable compensation and grant them such duties as seem appropriate for proper administration of the purposes of the Association.

4.12 To Sue and Be Sued. The Directors may bring and defend suits, make and execute contracts, deeds, mortgages, notes, and other evidence of indebtedness, leases, and other instruments by its officers and to purchase, own, lease, convey, and encumber real and personal property. To grant easements and licenses over the Association property necessary or desirable for proper operation of the Association.

4.13 To Enter Into Contracts for Products and Services. All contracts shall fulfill the requirements of the Homeowner’s Association Act, as same may be amended from time to time.

4.14 To Levy Fines. The Directors may, pursuant to the Homeowner’s Association Act, as same may be amended from time to time, impose fines not to exceed the maximum permissible by law, for failure to comply with the provisions of the Board policies and resolutions and the Declaration of Covenants and Restrictions, these By-Laws, the Articles of Incorporation and Rules and Regulations, by owners, occupants, licensees, tenants, and invitees.

4.14.1 A fine may be imposed for each day of continuing violation at the highest rate allowed by law per violation with a single notice and opportunity for hearing, provided that no fine shall in the aggregate exceed the maximum amount permissible by l

4.15 To Appoint Committees. The Directors may appoint committees. All committees and committee members shall serve at the pleasure of the Board. Committees of the Association shall conduct their affairs in accordance with the rules adopted by the Board of Directors, as same may be amended from time to time, it being the intention of the Association that committees allowed to do so, by law, may meet and conduct their affairs in private without prior notice or owner participation, unless otherwise directed by the Board of Directors.

4.17 To Exercise Emergency Powers. In the event of any “emergency” as defined in Section 4.17.7 below, the Board of Directors may exercise the emergency powers described in this Section, and any other emergency powers authorized by Florida law, as same may be amended from time to time.

4.17.1 The Board may name as assistant officers persons who are not Directors, which assistant officers shall have the same authority as the executive officers to whom they are assistant during the period of the emergency, to accommodate the incapacity of any officer of the Association.

4.17.2 During any emergency the Board may hold meetings with notice given only to those Directors with whom it is practicable to communicate, and the notice may be given in any practicable manner, including publication or radio. The Director or Directors in attendance at such a meeting shall constitute a quorum.

4.17.3 Corporate action taken in good faith during an emergency under this Section to further the ordinary affairs of the Association shall bind the Association; and shall have the rebuttable presumption of being reasonable and necessary.

4.17.5 Any officer, director, or employee of the Association acting with a reasonable belief that his actions are lawful in accordance with these emergency Bylaws shall incur no liability for doing so, except in the case of willful misconduct.

4.17.6 These emergency Bylaws shall supersede any inconsistent or contrary provisions of the Bylaws during the period of the emergency.

4.17.7 For purposes of this Section only, an “emergency” exists only during a period of time that the Association, or the immediate geographic area in which the Association is located, is subjected to:

5.1 Executive Officers. The executive officers of the Association shall be the President, one or more Vice Presidents, a Secretary, a Treasurer, and such assistant officers as may be desired, all of whom shall be elected annually by and from the Board of Directors, and who may be peremptorily removed by a majority vote of the Directors at any meeting. Any person may hold two or more offices except that the President shall not also be the Secretary. Assistant officers need not be Directors.

5.2 President - Powers and Duties. The President shall be the chief executive officer of the Association, shall preside at all meetings of the Board of Directors and Association meetings. The President shall have general supervision over the affairs of the Association and shall have all of the powers and duties which are usually vested in the office of President of a corporation.

5.3 Vice-President - Powers and Duties. The Vice-President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. The Vice-President shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors.

5.4 Secretary - Powers and Duties. The Secretary shall keep the minutes of all proceedings of the Directors and the members. The Secretary shall attend to the giving and serving of all notices to the members and Directors and other notices required by law. The Secretary shall have custody of the seal of the Association and affix the same to instruments requiring a seal when duly signed. The Secretary shall keep and have custody of the records of the Association, except those of the Treasurer. He shall perform all other duties incident to the office of Secretary of the Association and as may be required by the Directors or the President.

5.5 Treasurer - Powers and Duties. The Treasurer shall have custody of all property of the Association, including funds, securities, and evidences of indebtedness. He shall keep the assessment rolls and accounts of the members. He shall keep the books of the Association in accordance with good accounting practices and shall perform all other duties incident to the office of the Treasurer of a corporation.

5.6 Officers’ Compensation. Officers shall not be entitled to compensation for service as such, but shall be entitled to reimbursement of expenses reasonably incurred. This provision shall not preclude the Board of Directors from employing an Officer or Director as an agent or employee of the Association.

5.7.1 Indemnity. The Association shall indemnify any officer, director, or committee member who was or is a party or is threatened to be made a party to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, officer, or committee member of the Association, against expenses (including attorney’s fees and appellate attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, unless (i) a court of competent jurisdiction finally determines, after all appeals have been exhausted or not pursued by the proposed indemnitee, that he did not act in good faith or in a manner he reasonably believed to be in or not opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe his conduct was unlawful, and (ii) such court also determines specifically that indemnification should be denied. The termination of any action, suit, or proceeding by judgment, order, settlement, 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 interest of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. It is the intent of the membership of the Association, by the adoption of this provision, to provide the most comprehensive indemnification possible to their officers, directors, and committee members as permitted by Florida law.

5.7.2 Defense. To the extent that a director, officer, or committee member of the Association has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 5.7.1 above, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney’s fees and appellate attorney’s fees) actually and reasonably incurred by him in connection therewith.

5.7.3 Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Association in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the affected director, officer, or committee member to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized by this Article 5.7.

5.7.4 Miscellaneous. The indemnification provided by this Article 5.7 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members, or otherwise, and shall continue as to a person who has ceased to be a director, officer, or committee member and shall inure to the benefit of the heirs and personal representatives of such person.

5.7.5 Insurance. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee, or agent of the Association, or a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this Article.

5.7.6 Amendment. Anything to the contrary herein notwithstanding, the provisions of this Article 5.7 may not be amended without the approval in writing of all persons whose interest would be adversely affected by such amendment.

5.8 Delegation. To the extent permitted by law, the powers and duties of the directors and officers may be delegated for the purpose of management.

6. MINUTES AND INSPECTION OF RECORDS. Minutes of all meetings shall be kept, and official records of the Association shall be available for inspection, in accordance with the Homeowner’s Association Act as same may be amended from time to time, provided, however, that the Directors may adopt reasonable rules regarding the frequency, time, location, notice, and manner of record inspections and any copying.

7.1 Budget. A proposed annual budget of common expenses shall be prepared by the Board of Directors which shall include all anticipated expenses for operation, maintenance, and administration of the Association, as provided by the Homeowners Association Act, as same may be amended from time to time. The budget will contain a reasonable allowance for contingencies and provide funds for all operating expenses previously incurred.

7.2 Assessments. The annual shares of the unit owners of the common expenses shall be made payable in installments due monthly or quarterly (as determined by the Board) in advance and shall become due on the first day of each such period and shall become delinquent 10 days thereafter. The Association shall have the right to accelerate assessments of an owner delinquent in the payment of common expenses. Accelerated assessments shall be due and payable on the date a claim of lien is filed and may include the amounts due for the remainder of the fiscal year for which the claim of lien was filed.

7.3 Special Assessments. Assessments for common expenses which are not provided for and funded in the Budget or an amendment to the Budget may be made by the Board of Directors, and the time of payment shall likewise be determined by them. The funds collected pursuant to a special assessment shall be used only for the specific purpose or purposes set forth in such notice. However, upon completion of such specific purpose or purposes, any excess funds will be considered common surplus, and may, at the discretion of the Board, either be returned to the unit owners or applied as a credit towards future assessments.

7.4 Assessment Roll. The assessments for common expenses and charges shall be set forth upon a roll of the units which shall be available for inspection at all reasonable times by unit owners. Such roll shall indicate for each unit the name and address of the owner, and the assessments and charges paid and unpaid. A certificate made by a duly authorized representative of the Association or by the Board of Directors as to the status of a unit’s account may be relied upon for all purposes by any person for whom made.

7.5 Liability for Assessments and Charges. A unit owner shall be liable for all assessments and charges coming due while the owner of a unit, and such owner and owner’s grantees or successors after a voluntary conveyance or other acquisition of title shall be jointly and severally liable for all unpaid assessments and charges due and payable up to the time of such voluntary conveyance. Liability may not be avoided by waiver of the use or enjoyment of any common elements or Association property or by abandonment of the unit for which the assessments are due. Where a unit owner obtains title to a unit by foreclosure of a mortgage or deed in lieu thereof, they shall be liable for such unit’s assessments, charges or share of common expenses which became due prior to acquisition of title.

7.6 Liens for Assessments. The unpaid portion of an assessment, including an accelerated assessment which is due, together with all costs, interest, late fees, and reasonable attorney’s fees for collection, including appeals, shall be secured by a continuing lien upon the Lot.

7.7 Lien for Charges. Unpaid charges due to the Association together with costs, interest, late fees, and reasonable attorney’s fees shall be secured by a common law and contractual lien upon the unit and all appurtenances thereto when a notice claiming the lien has been recorded by the Association.

7.8 Collection - Interest; Administrative Late Fee; Application of Payments. Assessments or charges paid on or before ten days after the date due shall not bear interest, but all sums not paid on or before fifteen (15) days shall bear interest at the highest lawful rate from the date due until paid. In addition to such interest, the Association may charge an administrative late fee not to exceed the maximum late fee permissible by law. All payments upon account shall be first applied to interest, then the late fee, then to any costs and reasonable attorney’s incurred, and then to the assessment payment first due.

7.9 Collection - Suit. The Association, at its option, may enforce collection of delinquent assessments or charges by suit at law, by foreclosure of the lien securing the assessments or charges, or by any other remedy available under the laws of the State of Florida, and in any event the Association shall be entitled to recover the payments which are delinquent at the time of collection, judgment, or decree, together with those which have become due by acceleration or which have thereafter become due, plus interest thereon, and all costs incident to the collection and the proceedings, including reasonable attorney’s fees, incurred before trial, at trial, and on appeal. The Association shall be entitled to all rental income for any delinquent unit, upon written notice to the unit owner and tenant, and may withhold approval for the sale, lease, or other transfer of a unit, or any interest therein, until all past due assessments, interest, late fees, costs, and attorney’s fees have been paid in full. The Association must deliver or mail by certified mail to the unit owner a written notice of its intention to foreclose the lien as provided by law.

7.10 Accounts. All sums collected from assessments or charges shall be credited to accounts from which shall be paid the expenses for which the respective assessments or charges are made.

7.11 Association Depository. The depository of the Association shall be such governmentally insured or guaranteed depositories as shall be designated from time to time by the Directors and in which the monies for the Association shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by such persons as are authorized by the Directors.

7.12 Commingling of Funds Prohibited. All funds shall be maintained separately in the Association’s name. No such funds shall be commingled with any other funds. Reserve funds and operating funds of the Association may not be commingled, except as provided by law.

7.13 Financial Reports. A complete financial report or financial statement shall be made annually in accordance with the Homeowner’s Association Act.

7.14 Fidelity Bonding. The Association shall obtain and maintain adequate fidelity bonding as required by the Homeowner’s Association Act, as same may be amended from time to time, except to the extent evidence of compliance with laws regulating fidelity bonding shall have been provided by those having authority to control or disburse Association funds.

8. PARLIAMENTARY RULES. Robert’s Rules of Order (latest edition) shall be used as a guide to ensure fairness, impartiality, and respect for minority views without unduly burdening majority rights. The meetings of the Members shall be conducted in accordance with these Amended and Restated By-Laws and the procedures established by the Board from time to time, including the form of voting documents to be used. The ruling of the Chairman of the Members’ meetings, who shall be the President of the Association unless he or the Board of Directors designates a third person, shall be binding unless contrary to law.

9. BY-LAW AMENDMENTS. Amendments to the Amended and Restated By-Laws shall be adopted in the following manner:

9.1 Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered.9.2 Proposal of Amendments. An amendment may be proposed by either a majority of the Directors or by twenty-five percent (25%) of the voting interests of the entire membership.

9.3 Adoption of Amendments. A proposed amendment may be adopted by a majority vote of directors with the approval of a majority of the membership present (either in person or by proxy) of the Association at a duly noticed meeting at which a quorum is present. Alternatively, a proposed amendment may be adopted with the consent of fifty-one (51%) percent of the entire membership in writing.

9.4 Effective Date. An amendment when adopted shall become effective only after being recorded in the Miami-Dade County Public Records according to law.

9.5 Automatic Amendment. These Amended and Restated By-Laws shall be deemed amended, if necessary, so as to make the same consistent with the provisions of the Declaration of Covenants and Restrictions or the Articles of Incorporation. Whenever Chapter 720, Chapter 617 or other applicable statutes or administrative regulations are amended to impose procedural requirements less stringent than set forth in these Amended and Restated By-Laws, the Board may operate the Association pursuant to the less stringent requirements. The Board of Directors, without a vote of the owners, may adopt by majority vote, amendments to these Amended and Restated By-Laws as the Board deems necessary to comply with such operational changes as may be enacted by future amendments to the Florida Statutes and Administrative Regulations regulating the operation of homeowner associations.

9.6 Proposed Amendment Format. Proposals to amend existing By-Laws shall contain the full text of the By-Laws to be amended. New words shall be underlined and words to be deleted shall be ~~lined through~~ with hyphens. If the proposed change is so extensive that this procedure would hinder rather than assist understanding, a notation must be inserted immediately preceding the proposed amendment saying, “SUBSTANTIAL REWORDING OF BY-LAW. SEE BY-LAW NUMBER FOR PRESENT TEXT.”

10. MISCELLANEOUS. The following miscellaneous provisions shall apply to these By-Laws and the Declaration of Covenants and Restrictions, Articles of Incorporation and Rules and Regulations.

10.1 Conflicts. In the event of a conflict between the language in the Declaration of Covenants and Restrictions and the graphic descriptions of record, the graphic description of record shall control. In the event of a conflict between language in the Declaration, these By-Laws, the Articles of Incorporation and the Rules and Regulations, as same may be amended from time to time, the following priorities shall control:

10.2 Gender. The use of the term “he,” “she,” “his,” “hers,” “their,” “theirs” and all other similar pronouns should be construed to include all genders and encompass the plural as well as the singular.

10.3 Severability. In the event that any provisions of these By-Laws is deemed invalid, the remaining provisions shall be deemed in full force and effect.