By-Laws Art. III

By-Laws Art. III

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

ARTICLE III

BOARD OF DIRECTORS

A. Number, Term and Qualifications. The affairs of the Association shall be governed by a Board of Directors composed of three (3) persons until the Declarant no longer has the right to appoint directors as provided in the Declarations, thereafter Association shall be governed by a Board of Directors composed of five (5) persons, three (3) of which shall be appointed by the Class A member, one (1) of which call be elected by the Class B members, and one (1) of which shall be elected by the Class C members. The term of each Director's service shall extend until the next annual meeting of the members and thereafter, until his successor is duly elected and qualified, or until he is removed. All Directors shall be voting members of the Association; except that all Director(s) appointed by Developer or CLT need not be voting members.

B. Method of Election. All Directors not chosen by Developer shall be appointed or elected, as the case may be, at the annual meeting of the members, in the following manner:

1. A nominating committee for Class B and Class C members consisting of three (3) members shall be appointed by the Board not less than thirty (30) days prior to the annual meeting. The committee shall nominate one or more persons for each available position for Residential Unit representation on the board. Members also may be nominated by member of a class for the representative board member of that class from the floor at the annual meeting.

2. The election shall be by ballot and by a plurality of the votes cast. Each voting member shall be entitled to cast a vote for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting.

C. Vacancies. If the office of any Director not chosen by Developer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors, shall, at the next scheduled Board meeting, choose a successor who shall hold office for the balance of the unexpired term. Only Members may be chosen to fill the vacancy of a Residential Unit board member.

D. Removals. At any time after the first annual meeting of the membership, at any duly convened regular or special meeting, any one or more of the Directors may be removed, with or without cause, by a vote of not less than two-thirds (2/3) of the total votes present at the meeting, and the successor may then and there be elected by the membership to fill the vacancy thus created. Only Developer shall have the right to remove a Director appointed by it. Developer and CLT shall have the absolute right to replace any Director chosen by them.

E. Resignations and Disqualifications. Any Director may resign at any time by written notice of such resignation to the Association. Commencing with the Directors elected at the first annual meeting of the membership, a Director's transfer of title of his Unit automatically shall constitue a resignation, effective upon such transfer. No Director shall continue to serve on the Board should he be more than thirty (30) days delinquent in the payment of an assessment. Such delinquency automatically shall constitute a resignation, effective upon acceptance by the Board.

F. Meetings.

1. Organizational Meetings. The organizational meeting of a newly elected Board shall be held within ten (10) days of their election at such place and time as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary, provided a quorum shall be present.

2. Regular Meetings. The Board may establish a schedule of regular meetings to be held at such time and place as the Board may designate. Notice of each regular meeting shall, nevertheless, be given to each Director and posted in a conspicuous place in the Common Properties at least three (3) days prior to the date of such meeting.

3. Special Meetings. Special meetings of the Board may be called by the President, and in his absence, by the Vice President, or by a majority of the Directors, upon at least three (3) days written notice to all Directors of the time, place and purpose(s) of said meeting.

4. Waiver of Notice. Any Director may waive notice of a Board meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board shall constitute a waiver of notice by him, except when his attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called.

5. Quorum. A majority of the Board shall constitute a quorum to transact business at any Board meeting, and the action of a majority present at a meeting at which a quorum is present shall constitute the action of the Board. If, at any Board meeting, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. Any business which might have been transacted at an adjourned meeting, as originally called, may be transacted at a subsequent meeting without further notice. The joinder of a Director in the actions taken at a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum.

G. Compensation. Fees for Directors, if any shall be determined by the voting members. Directors may be reimbursed for their actual expenses incurred in the performance of their duties.

H. Powers and Duties. The Board shall exercise all powers, duties and authority necessary for the administration of the affairs of the Association and may do all such acts and things as are not reserved to the Members by other provisions of these By-Laws, the Articles of Incorporation or The Declaration or by law. These powers and duties specifically shall include, but shall not be limited to, the following:

1. to exercise all powers specifically set forth in The Declaration, the Articles of Incorporation, these By-Laws and all powers incidental thereto;

2. to maintain, repair or replace the Common Properties;

3. to employ, dismiss, prescribe duties for and control the personnel necessary for the maintenance and operation of the Common Properties, including the right and power to employ attorneys, accountants, contractors, and other professionals, as needed;

4. to make, enforce and amend Rules and Regulations governing the use of the Common Properties by members and their guests;

5. to authorize and cause the Association to enter into contracts for the management and maintenance of the Common Properties;

6. to establish, levy, assess and collect the assessments necessary to operate the Association and carry on its activities, and to create such reserves for extraordinary expenditures as may be deemed appropriate by the Board of Directors;

7. to set the date(s) assessments shall be due and to send written notice of each assessment to every Member at least thirty (30) days in advance of the due date of the assessment;

8. to file and foreclose liens against any Units for which assessments are not paid within thirty (30) days after due date or to cause an action at law to be brought against the Member personally obligated to pay the same;

9. to appoint one or more committees, including the Architectural Control Committee, which shall have the powers of the Board in the management and affairs and business of the Association;

10. to provide for further improvement of the Common Properties, both real and personal, subject to the provisions of The Declaration, Articles of Incorporation and these By-Laws;

11. to grant easements and rights of way, where necessary for utilities, over, through, and under Common Properties;

12. to maintain bank accounts for the Association;

13. to procure, review and maintain adequate liability and hazard insurance for the Common Properties;

14. to call meetings of the members; and

15. to cause to be kept a complete record of all Association actions and affairs.