Agenda 06-04-2019 6-a - Major Subdivision Preliminary Plat Application

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46 ARTICLE IV MEETINGS OF MEMBERS Section 4.01 Annual Medin). A meeting of the Members shall be held at least once each calendar year on such date as may be designated by the Board of Directors for the purpose of transacting any business authorized to be transacted by the Members. Section 4.02 Substitute Annual Meeting. If the annual meeting of the Members is not held as provided in Section 4.01, any business, including the election of Directors, which might properly have been acted upon at the annual meeting may be acted upon at any subsequent meeting of the Members held pursuant to these Bylaws or pursuant to a court order requiring a substitute annual meeting. Section 4.03 Special Meetings. In addition to the annual meeting as provided in Section 4.01, a special meeting of the Members may be called at any time by the President, a majority of the Board of Directors, or upon written request of Members having not less than ten percent(10%)of all the votes in the Corporation as provided in the Declaration. Section 4.04 Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or other person authorized to call the meeting by mailing a copy of such notice, postage prepaid,not less than ten(10)days nor more than sixty(60) days in advance of any annual or special meeting to each Member entitled and qualified to vote thereat, addressed to each such Member's address last appearing on the books of the Corporation or supplied by such Member to the Corporation for the purpose of the notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting,the purpose of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United Stated mail,addressed as provided above,with postage thereon prepaid. Section 4.05 Qualification to Vote. Any Person who does not hold record title, individually or with others, to any Lot shall not be entitled or qualified to vote on any action taken by the Members unless such person is given the authority to vote for and on behalf of a Member by written proxy complying with the provisions of Section 4.08. No Member who is delinquent in the payment of any Annual Assessment, Special Assessment, Charge or other assessment, fee, cost, charge or other expense, or any part thereof, levied by the Board of Directors shall be entitled or qualified to vote on any action taken by the Members at any time during which any such Annual Assessment, Special Assessment, Charge or other fee, cost, charge or other expense, or any part thereof,is delinquent. Section 4.06 Voting List. At least five (5) days before each meeting of the Members the Secretary shall prepare an alphabetical list of the Members entitled and qualified to vote at such meeting,which list shall be kept on file at the principal office of the Corporation for a period of five (5) days prior to such meeting,and shall be subject to inspection by any Member at any time during usual business hours. This list shall also be subject to inspection by any Member during the whole of the meeting. Any Member otherwise entitled and qualified to vote at any meeting shall be entitled to vote; provided, however, that the owner(s) of each Lot shall not cast more than the number of votes allocated to such Lot by the Declaration on any action taken by the Members, regardless of the number of record owners of such Lot. 36