By-Laws Art. II

By-Laws Art. II

Exhibit VIII : By-Laws of The Overseas Village Homeowners' Association

ARTICLE II

MEMBERSHIP AND VOTING

A. Membership. Membership in the Association shall be limited to three classes as provided in the Articles of Incorporation. Any person or entity who holds an interest in a Unit only as security for the performance of an obligation shall not be a member. Transfer of a member's interest in a Unit, either voluntarily or by operation of law, shall terminate the transferor's membership in the Association and shall vest such membership in approved transferee. Member's transfer of their interest in the long-term lease for the Unit is restriction pursuant to the Declaration, and for Class C members, the terms of the Member's long term lease with the Middle Keys Community Land Trust.

B. Voting. Subject to Developer's reservation of voting rights in The Declaration, each Class A member (the CLT) shall be entitled to four (4) votes for each of it's residential Units (4, 4A, 5, and 5A), and each Class B and Class C member shall be entitled to one (1) vote to be cast by the Member. When more than one person holds and interest in a Lot or Residential Unit, the vote for such Lot or Residential Unit shall be cast by the Member designated in a certificate filed with the Association and signed by all persons owning an interest. The vote for each Lot or Residential Unit is indivisible. During the period of Declarant's control, all Members other than Declarant shall have a non-voting membership in the Association unless this provision is waived in writing by Declarant. Non-payment of assessments and installments thereon shall result in the suspension of voting privileges during any period of such non-payment.

C. Majority Vote. The acts approved by a majority of the votes at a meeting at which a quorum shall be present shall be binding upon all members for all purposes except where otherwise provided by law, the Declaration of Covenants, the Articles of Incorporation or these By-Laws. The term "majority of the members" shall mean more than fifty percent (50%) of the total authorized votes of all members voting at a member's meeting at which a quorum shall be present.

D. Quorum. The presence, in person or by proxy, of at least thirty percent (30%) of the members shall constitute a quorum.

E. Proxies. Votes may be cast in person or by proxy. Each valid proxy shall be: (1) in writing and signed by the person entitled to vote; (2) filed with the Secretary of the Association prior to the meeting in which to be used; and (3) valid only for the particular meeting designated therein. Where a Unit is owned jointly by a husband and wife, and if they have not designated one of them as a voting member, a proxy must be signed by both husband and wife.

F. Designation of Voting Member. If a Unit is owned by one person, his right to vote shall be established by the recorded title to the Unit. If a Unit is owned by more than one person, the person entitled to cast the vote of a Unit shall be determined by the Members and shall be designated in a certificate signed by all of the Members of record and filed with the Secretary of the Association. If a Unit is owned by a corporation, the officer or employee thereof entitled to cast the vote of the Unit for the corporation shall be designated in a certificate, signed by the president or vice president and attested to by the secretary of the corporation and filed with the Secretary of the Association. The person entitled to cast a vote for a Unit shall be known as the "voting member." Such certificate shall be valid until revoked or superseded by a subsequent certificate, or until a change in the lessee-interest of the Unit. If a certificate shall not be on file with the Secretary for a Unit owned by more than one person or by a corporation, the vote of such Unit shall not be counted for any voting purpose, except if the Unit is owned jointly by a husband and wife, in which event, such husband and wife shall have the following options:

1. They may, but they shall not be required, to designate a voting member; or

2. If they do not designate a voting member, and if both are present at a meeting and are unable to concur in their decision upon any subject requiring the a vote, they shall lose their right to vote on the subject at that meeting; or

3. Where they do not designate a voting member, and only one is present at a meeting, the person present may cast the Unit vote, just as though he or she owned the Unit individually and without establishing the concurrence of the absent person.

G. Meetings.

1. Place. All meetings of the members shall be held in Monroe County, Florida, at such place and at such time as may be designated by the Board of Directors and stated in the notice of the meeting.

2. Notices. The Secretary shall mail or deliver written or printed notice of each annual or special meeting stating the time and place thereof to each member (unless waived in writing) at least fourteen (14) but not more than thirty (30) days prior to such meeting. All notices shall be mailed or served at the address of the Member as it appears on the books of the Association, or supplied by such member for the purpose of such notice. If the date for a regular meeting shall fall upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday.

3. Annual Meetings. The annual meeting of the members shall be held once in each year at such time and on such date in each year as the Board of Directors shall determine. At the annual meeting, the members shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

4. Special Meetings. Special meetings of the members may be called by the President or Vice President of the Association, or at the written request of a majority of the Board, or at the written request of voting members representing twenty-five percent (25%) of the members' total votes, which request shall state the purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the notice.

5. Waiver and Consent. Whenever the vote of members is to be taken in connection with any Association action, the meeting may be dispensed with if not less than seventy-five (75%) percent of the voting members shall consent in writing to such action being taken; provided, however, that notice of such action shall be given to all members.

6. Adjourned Meeting. If any meeting of members cannot be organized because a quorum of voting members is not present, either in person or by proxy, the meeting may be adjourned from time to time until a quorum is present.