By-Laws Art. IV

By-Laws Art. IV

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

ARTICLE IV

OFFICERS

I. Enumeration. The principal officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board. One person may hold more than one of the aforementioned offices, except for the following combinations: (1) President and Vice President; (2) President and Secretary. The President shall be Director, but the other officers need not be Directors. The Board also may elect such assistant secretaries, assistant treasurers, and other officers as the Board deems necessary.

J. Election. The officers shall be elected annually by the Board at the organizational meeting of each new Board.

K. Term; Removal; . Each officer shall hold office until his successor shall have been duly elected and qualified, or until he shall be removed, with or without cause, by a majority vote of the Board. Any officer may resign at any time upon written notice to the Board. A vacancy in any office because of death, resignation or other termination of service shall be filled by the Board for the unexpired portion of the term.

L. The President. The President shall preside at all Board meetings and members' meetings. The President shall have general supervision over the affairs of the Association and other officers, shall see that Board orders and resolutions are carried out and shall sign all leases, mortgages, notes, checks, deeds and all other written instruments necessary to perform all of the duties incident to the office and which may be required from time to time by the Board.

M. The Vice President. The Vice President shall perform all the duties of the President in the President's absence, inability or refusal to act, and such other duties as may be required from time to time by the Board.

N. The Secretary and Assistant Secretary. The Secretary shall issue notices of all Board meetings and all members' meetings; attend, record the votes, and keep the minutes of the same; act as custodian of all Association books, records and papers, except those kept by the Treasurer; maintain current records showing names and addresses of the members of the Association; and perform such other duties as are required by the Board. The Assistant Secretary shall perform the duties of the Secretary in the Secretary's absence.

O. The Treasurer and Assistant Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all Association monies and disburse such funds as directed by the the Board resolution; keep full and accurate accounts of Association receipts and disbursements and books; render to the President and the Board at regular meetings, or whenever they may require, an account of all financial transactions and the financial condition of the Association; collect the assessments and promptly report the status of collections and of all delinquencies to the Board; give assessment status reports to potential transferees; sign checks, notes and contracts of the Association if required by the Board; and prepare an annual budget and balance sheet statement which shall be open for inspection upon reasonable request by an member. The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent.

P. Compensation. The compensation of all officers, if any, shall be fixed by the Board.