The name of the Corporation is SEMINOLE LAKES PROPERTY OWNERS ASSOCIATION, INC., and shall have its initial principal place of business at Port Charlotte, Florida, but meetings of members and directors may be held at such places within the State of Florida as may be designated by the Board of Directors. For convenience, the Corporation shall be herein referred to as the "Association".

SECTION 1 - "Association" - shall mean and refer to the SEMINOLE LAKES PROPERTY OWNERS ASSOCIATION, INC., a Florida non-profit corporation, its successors and assigns.

SECTION 2 - "Common Elements" - includes within its meaning the following: (a) all real property including, but not limited to, private roads and recreational amenities, if any, within the development owned by the Association for the common use and enjoyment of the residential parcel owners; (b) the property and installations required for the furnishing of utilities, security and other services to more than one parcel owner or to the common elements; (c) tangible personal property required for the maintenance and operation of the Association even though owned by the Association; and (d) that real property designated on the Plat as Tract B which Tract shall be for the common use and enjoyment only by the owners of Lots located on Block E (as described in both phases of Seminole Lakes). Specifically excluded are those parcels within the property but defined as part of the Country Club.

SECTION 3 - "Declarant" – shall mean SEMINOLE LAKES INC. a Florida Corporation, its successors and assigns, provided such successors or assigns acquired more than one undeveloped parcel from Declarant for the purpose of development.

SECTION 4 - "Declaration" - shall mean and refer to The Amended and Restated Declaration of Covenants, Conditions and Restrictions, applicable to the Planned Development and recorded in the Public Records of Charlotte County, Florida.

SECTION 5 – "Parcel" - shall mean the legal description of a lot tract and appurtenances thereto, including driveway and patio.

SECTION 6 - "Member" - shall mean every person or entity who holds membership in the Association. :

SECTION 7 - "Owner" - shall mean the record owner, whether one or more persons or entities, of a fee simple title to any parcel in all phases which is a part of the planned development, but shall not include those holding title merely as security for performance of an obligation.

SECTION 8 - "Planned Development" - shall mean the real property as set forth in the Plat and the development of the said property and adjacent property in a second phase for Country Club and residential use under a homeowners' association for the purpose of enhancing and protecting the value, attractiveness and desirability of the parcels comprising such development.

SECTION 9 - Unless otherwise clearly indicated, words in the singular or plural shall include the plural and singular respectively, where they would so apply. Words in the masculine or neuter gender shall include the feminine, masculine or neuter gender where applicable.

SECTION 1: Annual Meetings. The first annual meeting of members shall be held within six (6) months after eighty percent (80%) of the parcels in-all phases have been sold and conveyed by Declarant or after any turnover of control of the Association by the Developer. Subsequent annual meetings of members shall be held on the same day of the month of each year thereafter at the hour of .ten o'clock in the forenoon. If the day for annual meeting of members is a legal holiday, the meeting will be held at the same hour on the next following day which is not a legal holiday.

SECTION 2: Special Meetings. Special meetings of members may be called at any time by the President or by two (2) members of the Board of Directors, or after eighty percent (80%) of the parcels have been sold and conveyed upon written request of members who are entitled to vote one-half (1/2) of all votes of the membership.

SECTION 3: Notice of Meetings. Written notice of each meeting of 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, at least fifteen (15) days, but not more than sixty (60) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for purpose of receiving notice. Such notice shall specify the day, hour and place of the meeting, and in the case of a special meeting the purpose of the meeting.

SECTION 4: Quorum. The presence at the meeting, in person or by proxy, of members entitled to cast a majority of the votes of the membership shall constitute a quorum for authorization of any action, except as may otherwise be provided in the Declaration, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

SECTION 5: Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Proxies shall be revocable, and the proxy of any Owner shall automatically terminate on conveyance by him of his parcel.

SECTION 1: Number. The affairs of the Association shall be managed by not less than three (3) or more than five (5) directors, who need not be members of the Association.

SECTION 2: Term of Office.  Directors shall serve on year terms. Starting with the election of 2005, Directors shall be elected for a two (2) year term.  Directors shall serve for their elected or appointed term or until their successors have been elected or appointed and qualified.*

The election of the directors shall be staggered so two members are elected one year and three the next.  The first election following adoption of this Amendment shall be by election with the two candidates receiving the most votes serving for two years and the three directors with the next fewer votes serving for one year.*

In the event there is no election necessary or the votes are tied, the candidates themselves will decide who serves which term, which may be done by lots. *

SECTION 3: Removal. Any director may be removed from the Board, with or without cause, by a majority of the number of total votes of the membership existing at that time. In the event of death, resignation, or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the un-expired term of his predecessor.

SECTION 4: Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

SECTION 1: Nomination.  Nomination for election to the Board of Directors shall be by a majority of directors whose term is to expire.

SECTION 2:  Election.  Election to the Board of Directors shall be by secret written ballot unless the right to said written ballot is unanimously waived by those members present.

SECTION 1: Board of Directors Election Meetings - Notice and Procedure.  The regular election of Directors shall occur at the annual meeting.  Not less than 60 days before a scheduled election, the Association shall mail or deliver, whether by separate Association mailing or included in another Association mailing or delivery including regularly published newsletters, to each Lot owner entitled to vote, a first notice of the date of the election.  Any person desiring to be a candidate for the Board of Directors shall give written notice to the Association, not less than 40 days before scheduled election.  Not less than 14 days before the election, the Association shall mail or deliver a second notice of the election to all Lot owners entitled to vote therein, together with a written ballot which shall include an information sheet (if provided by the candidate), no larger than 8-1/2 inches by 11 inches furnished by the candidate, to be included with the mailing of the ballot, with the costs of mailing and copying to be borne by the Association.*

There is no quorum requirement necessary for an election.  However, at least thirty percent (30%) of the lots must cast a ballot in order to have a valid election and election shall be decided by a plurality of those votes cast.*

In the event that there are only as many (or fewer) candidates pre-qualified for election as there are open seats on the Board, no election shall be held and the pre-qualified candidates shall become members of the Board after the annual meeting.*

Voting for candidates shall be by secret ballot. *

SECTION 1: Regular Meetings. Regular meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than three (3) days notice to each director.

SECTION 2: Quorum. A majority of the directors shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of directors present at a duly held meeting in which a quorum is present shall constitute the act or decision of the Board.

SECTION 1: Powers. The Board of Directors shall have the power to:

a. Adopt and publish rules and regulations governing the use of the Common Elements and facilities including the personal conduct of the members and their guests thereon; and to establish penalties for infractions of such rules and regulations.

b. Suspend the voting rights and right to use of the recreational facilities of any member during any period in which such member is, in default in the payment of any assessment leveled by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules and regulations.

c. Exercise on behalf of the Association all powers, duties and authority vested in or delegated to the Association and not specifically reserved to the membership by the Declaration, Articles of Incorporation, or by other provisions of these Bylaws.

d. Employ a manager, independent contractors, and such other employees as they may deem necessary, and to prescribe their duties.

SECTION 2: Duties. It shall be the duty of the Board of Directors to:

a. Supervise all officers, agents and employees of the Association and see to it that their duties are properly performed;

b. As more fully provided in the Declaration to:

(1) Fix the amount of the annual assessment against each parcel in advance of each annual assessment period.

(2) Send written notices of each assessment to every owner subject thereto in advance of each assessment period; and

(3) Foreclose the lien against any parcel for which assessments are not paid within sixty (60) days after the due date, or to bring an action at law against the owner personally obligated to pay the same.

c. Issue, or cause an appropriate officer to issue on demand by any person, a certificate setting forth whether or not any assessment has been paid. A statement in a certificate to the effect that an assessment has been paid shall constitute conclusive evidence of such payment. The Board may impose a reasonable charge for the issuance of these certificates.

d. Procure and maintain liability and hazard insurance on all property owned by the Association.

e. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.

f. Cause the Common Elements to be maintained.

SECTION 1: Enumeration of Offices. The officers of the Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, and a Secretary, Treasurer and such other officers as the Board may from time to time by resolution create.

SECTION 2: Election of Officers. The election of officers shall take place annually at the first meeting of the Board of Directors.

SECTION 3: Term. The officers of the Association shall be elected annually by the Board. Each shall hold office for a term of one (1) year unless he shall sooner resign, or shall be removed or otherwise disqualified to serve.

SECTION 4: Special Appointments. The Board may elect such other officers as the affairs in the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time determine.

SECTION 5: Resignation and Removal. Any officer may be removed from office by the Board at any time with or without cause. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6: Vacancies. A vacancy in any office may be filled by appointment of the Board. The officer appointed to such vacancy shall serve for the un-expired term of the officer he replaces.

SECTION 7: Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices, except in the case of special offices created pursuant to Section 4 of this Article.

SECTION 8: Duties. The duties of the officers are as follows:

a. President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; and shall sign all leases, mortgages, deeds and other instruments.

b. Vice President. The Vice President shall act in the place of the President in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

c. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it to all papers so requiring; serve or cause to be served notice of meetings of the Board to members keep appropriate current records showing the members of the Association together with their addresses; and perform such other duties as may be required by law.

d. Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all funds of the Association, and shall disburse such funds as directed by resolution of the Board of Directors: shall sign all checks and promissory notes of the Association; shall keep proper books of the accounts; shall cause an annual report of the Association books to be made at the completion of each fiscal year; and shall prepare an annual budget and statement of income and expenditures, a report of which shall be given at the regular annual meeting of members.

The Board of Directors may appoint such committees, as it may deem appropriate in the performance of its duties.

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments, which are secured by a continuing lien on the property against which such assessments are made. All annual assessments shall be paid on an equal monthly basis as provided in the Declaration. Any assessments not paid when due are considered delinquent. If an assessment is not paid within thirty (30) days after the due date, the assessment bears interest from the date of delinquency at the rate of eighteen percent (18%) per annum, and the Association may bring an action at law against the owner personally obligated to pay the same, or may foreclose the lien against his property. Interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of any assessment due. No Owner may waive or otherwise escape liability for assessment by nonuse of the Common Elements or abandonment of his parcel.

The books, records and papers of the Association shall be subject to inspection by any member upon fifteen (15) days prior written notice. The Declaration, Articles of Incorporation, and Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies shall be made available for sale at a reasonable price.

The Association shall have a seal in circular form having within its circumference the words: SEMINOLE LAKES PROPERTY OWNERS ASSOCIATION, INC.

The Bylaws of the Association may be made, altered, or rescinded at any annual meeting of the Association, or at any special meeting duly called for such purpose, on the affirmative vote of a majority of the number of total votes of the membership existing at that time, present in person or by proxy at such meeting, except that the initial Bylaws of the Association shall be made and adopted by the Board of Directors.

The fiscal year of the Association shall be the calendar year, except that the first fiscal period shall begin on the date of incorporation and shall end on December 31st of the year of incorporation.

In case of any conflict between the Articles of Incorporation and these Bylaws the Articles shall control; in case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

*Article IV Board of Directors; Term of Office; Removal.  Section 2.: Amendment to the By-Laws duly adopted by the Association membership at the duly noticed member's meeting of the Association on the 14th day of March 2005.  Said amendment to the By-Laws were passed by a proper percentage of votes of the voting interests of the Association and recorded 4/18/2005.

*Article V, Section 1: Amendment to the By-Laws duly adopted by the Association membership at the duly noticed member's meeting of the Association of the 14th day of March, 2005.  Said amendment to the By-Laws were passed by a proper percentage of votes of the voting interests of the Association and recorded 4/18/2005.