The annual meeting of the Members of the POA shall be held on the first Saturday of December of each year at 10:00 a.m., at such place as the Board of Directors in its discretion may determine, and as the Board in its notice of annual meeting may direct.   In the event that such annual meeting is not held at the time specified above, through oversight or otherwise, the Board shall by resolution designate the time, place and date for a meeting to be held in lieu thereof, which time and date shall be as soon thereafter as is convenient, and any business transacted or elections held at such meetings shall be valid as if transacted or held at the annual meeting. At meetings of the Members, the order of business shall be as determined by the Chairman of the meeting.

Special meetings of the members shall be held at such place as may be designated in the notice of said meetings upon call of the Board of Directors, the President, the Secretary or at the request in writing of two (2) or more Directors or by a petition signed by Members entitled to cast at least twenty-five (25%) percent of the votes at any meeting of the Members. Any such written petition by the members must identify the special meeting purpose on each page of the petition and must be for a purpose on which the Association membership is authorized to act under the Articles, these By-Laws or the Declaration.   The petition, with original signatures, must be submitted to the Association's Secretary. The Secretary shall then verify that the required number of members have joined in the petition and shall submit all proper petitions to the Association's President. The President shall then promptly call a special membership meeting for all lawful purposes stated in the petition, at a date, time and location selected by the President. The Secretary shall send notice of such special membership meeting in accordance with these By-Laws within thirty (30) days of the date of delivery of the petition to the Secretary. Except as provided herein, no business may be conducted at a special membership meeting unless notice thereof is included in the meeting notice.

Notice of the date, hour and place of every meeting of Members, ballots for any issue to be put to a vote, proxies, and in the case of any special meeting, notice of the purpose or purposes for which such meeting is called, shall be in writing and shall be delivered not less than ten ( l 0) days nor more than thirty (30) days prior to the date of the meeting either personally or by first class mail, by or at the direction of the President, the Secretary, or the Directors or Members calling the meeting, to each Member of record entitled to vote at such meeting. The Secretary of the POA shall be responsible for having notices, ballots, and proxies prepared and sent to Members and give notice as herein provided of a properly called meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, addressed to the Member at his last known address. The record date determining Members entitled to receive such notice shall be the first day in the calendar month in which said notice is mailed. Where any membership is composed of two (2) or more co­ owners of property in Big Canoe, notice to any one (1) of such co-owners shall constitute notice to all such co-owners.

It shall be the obligation of every Member immediately to notify the Secretary of the POA in writing of any change of address. Notice of any meeting of Members shall not be required to be given to any Member who shall attend such meeting in person or by proxy, except where such Member attends a meeting solely for the purpose of stating, at the beginning of the meeting, an objection or objections to the time or place of the meeting, or to the manner in which it has been called or convened, or to the transaction of business.   Notice of any meeting of Members shall not be required to be given any Member who signs a waiver of notice, in person or by proxy, either before or after the meeting, and neither the business transacted nor the purpose of the meeting need be specified in the Waiver. When a meeting is adjourned to another time or place, unless after the adjournment the Board fixes a new record date for the adjourned meeting, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

Notice of the annual meeting shall also state the purpose of the annual meeting shall be to announce the results of the election of the Elected Directors, to present a  report on the state of the affairs of the Association, to make announcements to the Members and to consider any business that may properly be brought before the meeting.

The presence either in person or by proxy of the hereinafter enumerated percentage of votes entitled to be cast at any meeting of the Members shall constitute a quorum at such meeting, except as otherwise may be provided by the Articles and the Declaration. When a quorum is once present to organize a meeting, the Members present may continue to do business at the meeting or at such adjournment thereof notwithstanding the withdrawal of enough Members to leave less than a quorum. The percentages of votes that will constitute a quorum are as follows:

Beginning January 1, 2006:
(I) Thirty-five percent (35%) of the eligible votes must be represented either in person or by proxy at the first call of a meeting;

(II) If a quorum is not present to organize a meeting, persons representing a majority of the votes represented at the meeting may adjourn such meeting for up to forty-five (45) days to a designated date announced at the time of such adjournment and at the reconvening of said meeting the requirement shall be thirty percent (30%) of the eligible votes present either in person or by proxy to constitute a quorum at the reconvened meeting;

(III) If a quorum is not present at the reconvened meeting, persons representing a majority of the votes represented at the reconvened meeting may adjourn such reconvened meeting for up to an additional forty-five (45) days and at the reconvening of said adjourned meeting, the requirement shall be twenty-five percent (25%) of the eligible votes present either in person or by proxy to constitute a quorum at the reconvened meeting.

A. General. Each member of the POA shall be entitled to cast that number of weighted votes, according to the type(s) of his membership as specified in Article V of the Articles. Votes may be cast in person, by proxy, or written ballot. If more than one person holds title to any property defined in Article III of the Declaration, there shall be only one membership and one vote for the type of membership.   When more than one person holds title to any property, the vote for such property shall be exercised as they determine between or among themselves. In no event shall more than one vote be cast with respect to any property. If only one co-owner or only an owner's spouse attempts to cast the vote for a property, it shall be conclusively presumed that such vote is authorized for the property. If the co-owners or an owner and his or her spouse disagree about how to cast the property's vote, and two or more of them attempt to cast the property's vote, such Persons shall not be recognized and such votes shall not be counted. Cumulative voting shall not be permitted.

Except as otherwise required by statute, by the Declaration, by the Articles or by these By­ Laws, all matters coming before the Members shall be decided by the vote of those Members holding at least a majority of the total votes cast. For any vote of the Members to be valid, a quorum must be present at the organization of the meeting at which the vote is taken, or for votes cast without a meeting, the number of votes cast must be sufficient to satisfy quorum requirements if a meeting were being held, as applicable.   In order to be counted, ballots for votes cast without a meeting must be received by the POA by the date specified in the ballot material, and no voting in any form shall be permitted beyond that date.

B. Entity Members.  If an owner is a corporation, limited liability company, partnership, trust, or other legal entity not being a natural person or persons, then any natural person  who is an officer, director or other designated agent of such corporation, manager or member of such limited liability company, partner of such partnership, beneficiary or other designated agent of such trust, or representative of such other legal entity shall be eligible to represent such entity in the affairs of the Association, including, without limitation, serving on the POA's Board of Directors. Such person's relationship with the Association, and any office or directorship held, shall terminate automatically upon the termination of such person's relationship with the entity that is the owner of the unit. Termination of the person's relationship with the POA will create a vacancy in any elected or appointed position within the POA in which such person may have been serving and such vacancy may be filled in accordance with these By-Laws.

C. Action Taken Without A Meeting.   In the Board's discretion, any action that may be taken by the Members at any annual or special membership meeting may be taken without a meeting by written ballot. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the vote cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the vote of approval equals or exceeds that which would be required to approve the matter at a meeting at which the total vote cast was the same as the vote cast by ballot.

All solicitations for votes by written ballot shall: (a) indicate the number of responses needed to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter, other than election of Directors; and (c) specify the time by which such ballot must be received by the Board of Directors in order to be counted. A ballot may not be revoked.

Except for amendments to recorded POA Legal Instruments that become effective upon recording, and except for actions that specifically set a later effective date, approval of any action taken by written ballot shall be effective upon the receipt of the affirmative vote necessary to take such action.

D. Proxies. Any Member (or his or her spouse) entitled to vote may do so by written proxy. To be valid, a proxy must be signed, dated, and presented to the Board of Directors at or before registration at the membership meeting for which it is to be used. The Board may accept proxies by whatever means it deems acceptable. A proxy is revoked only if: (1) the Member giving the proxy attends the meeting in person and requests the proxy back during registration for the meeting (attendance alone does not invalidate the proxy); (2) the Member giving the proxy signs and delivers to the Board a written statement revoking the proxy or substituting another person as proxy; or (3) before the proxy is exercised, the Board receives notice of the death or incapacity of the Member giving the proxy. A proxy holder may not appoint a substitute proxy holder unless expressly authorized to do so in the proxy.

A complete list of Members entitled to vote at a meeting of the Members, arranged in alphabetical order with the number and type of votes held by each, shall be prepared by the Secretary or other officer of the POA having charge of membership ledgers, and shall be produced and kept open at the time and place of the meeting and during the whole time of said meeting shall be open to the examination of any Member. If the requirements of this Section have not been substantially complied with, the meeting shall, on the reasonable demand of any Member in person or by proxy, be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.

If a property is shown on the POA's books and records to be more than thirty (30) days past due in any assessment or charge, if any Member or Occupant of the property is in violation of the POA's Legal Instruments, or if the voting rights for such property have been suspended, neither the Member nor the Member's spouse shall be eligible to: (i) vote, either in person or by proxy; (ii) act as proxy for any other Member; (iii) be issued a written ballot or proxy; (iv) be elected to the Board of Directors; (v) vote as a Director (if serving on the Board of Directors); or (vi) use the Common Properties. In establishing the total number of eligible votes for a quorum, a majority, or any other purposes, such property shall not be counted as an eligible vote.

QUESTIONS?