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15 <br /> Section 3.8 Adjournments. Any meeting of the Members may be adjourned by the <br /> holders of a majority of the votes represented at the meeting to reconvene at a specific time and <br /> place. It shall not be necessary to give any notice of the reconvened meeting,if the time and place of <br /> the reconvened meeting are announced at the meeting which was adjourned. At any such <br /> reconvened meeting, any business may be transacted which could have been transacted at the <br /> meeting which was adjourned. <br /> Section 3.9 ProV. Any Member entitled to vote may do so by written proxy duly <br /> executed by such Member setting forth the meeting at which the proxy is valid. Only Members and <br /> their spouses or co-habitants may hold proxies. To be valid,a proxy must be signed,dated,and filed <br /> with the Secretary prior to the opening of the meeting for which it is to be used. Proxies may be <br /> delivered to the Board by personal delivery, U.S. mail, or facsimile transmission to any Board <br /> member to any Board member. Proxies may be revoked only by written notice delivered to the <br /> Association, except that the presence in person by the proxy giver at a meeting for which the proxy <br /> is given shall automatically invalidate the proxy for that meeting. A proxy holder may not appoint a <br /> substitute proxy holder unless expressly authorized to do so in the proxy. <br /> Section 3.10 Consents. In the Board's discretion, any action that may be taken by the <br /> Association Members at any annual,regular, or special meeting may be taken without a meeting if <br /> the Board delivers a written consent form or written ballot to every Member entitled to vote on the <br /> matter. <br /> (a) Ballot. A written ballot shall set forth each proposed action and provide an <br /> opportunity to vote for or against each proposed action. Approval by written ballot shall be valid <br /> only when the number of votes cast by ballot equals or exceeds the quorum required to be present at <br /> a meeting authorizing the action,and the number of approvals equals or exceeds the number of votes <br /> that would be required to approve the matter at a meeting at which the total number of votes cast was <br /> the same as the number of votes cast by ballot. <br /> All solicitations for votes by written ballot shall: (1)indicate the number of responses needed <br /> to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each <br /> matter other than election of directors; and(3) specify the time by which a ballot must be received <br /> by the corporation in order to be counted. A written ballot may not be revoked. The Association <br /> shall maintain such ballots in its file for at least three (3)years. <br /> (b) Written Consent. Approval by written consent shall be valid only when the number <br /> of written consents received equals or exceeds the requisite majority of the voting power for such <br /> action. Executed written consents shall be included in the minutes or filed with the Association's <br /> records. If an action of the Members is approved by written consent hereunder, the Board shall <br /> issue written notice of such approval to all Members who did not sign written consents. <br /> Membership approval shall be effective ten (10) days after written notice is issued; provided, <br /> however,if the consent is to an amendment to the Declaration which must be recorded,the effective <br /> date shall be no earlier than the date of recording of such amendment <br /> —3— <br />