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MASTER DECLATION OF COVENANTS,
CONDITIONS AND RESTRICTIONS
FOR
GRAND HAVEN

ARTICLE III – MEMBERSHIP AND VOTING RIGHTS

          Section 3.1 – Association Membership.  Every Owner of a Lot shall be a Member of the Association.  There shall be one (1) person, with respect to each Lot, who shall be entitled to vote at any meeting or the Lot Owners, and such person shall be known (and is hereinafter referred to) as a “Voting Member”.  If a Lot is owned by more than one (1) person, the Owners of said Lot shall designate one (1) of them as the Voting Member, or in the case of a corporate Lot Owner, an officer or an employee thereof shall be the Voting Member.  Designation of the Voting Member shall be made, as provided by and subject to, the provisions and restrictions set forth in the Bylaws of the Association.  Membership shall be appurtenant to and may not be separated from ownership of a Lot.  Transfer of Lot ownership, either voluntarily or by operation of law, shall terminate membership in the Association, and said membership shall thereupon be vested in the transferee.

          Section 3.2 – Voting Classes.  The Association shall have two (2) classes of voting membership:

3.2(a) Class A.  Class A Members shall be all Owners as defined in Section 3.1, with the exception of the Developer as defined in this Declaration (as long as the Class B membership shall exist, and thereafter the Developer shall be a Class A Member to the extent it would otherwise qualify).  Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interest required for membership by Section 3.1.  When more than one (1) persons holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised by the Voting Member as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.

3.2(b) Class B.  The Class B Member shall be the Developer.  The Class B Member shall be entitled to one (1) vote for each Lot owned by Developer, plus two (2) votes for each vote which the Class A Members are entitled to cast from time to time; provided that the Class B membership shall cease and terminate upon the happening of any of the following events, whichever first occurs:

3.2(b)(1)       The sale and conveyance of seventy-five percent (75%) of the Lots developed or to be developed in Grand Haven:

3.2(b)(2)       December 31, 2010; or

3.2(b)(3)       At any time prior to that date, at the election of the Developer.

3.2(c) Notwithstanding the foregoing or anything contained in this Declaration to the contrary, the Developer shall have the right to elect a majority of the Board of Directors of the Association until the occurrence of one of the events set forth in Section 3.2(b)(1) or (2) hereinabove.  Whereupon the then existing Class A Members shall be obligated to elect the Board and assume control of the Association.

          Section 3.3 – Mergers.  Upon a merger or consolidation of the Association with another similar association, its properties, rights and obligations may, by operation of law, be transferred to another surviving or consolidated association, or alternatively, the properties, rights and obligations of another association may, by operation of law, be added to the properties, rights and obligations of the Association as a surviving corporation pursuant to a merger; provided, however, that such merger shall have been adopted by receiving at least two-thirds (2/3) of the votes of each class of Members voting at a regular meeting or special meeting duly called for such purpose at which a quorum shall be present, either in person or by proxy.  The surviving or consolidated association may administer the covenants and restrictions established upon any other properties as one scheme.  No such merger or consolidation, however, shall effect any revocation, change or addition to the covenants established by this Declaration within the Property.

          Section 3.4 – Changes in Ownership.  Any Owner desiring to sell or otherwise transfer title to his or her Lot shall give the Association at least seven (7) days prior written notice of the name and address of the purchaser or transferee, the date of such transfer of title and such other information as the Association may reasonably require.  For purposes of determining the rights and obligations of the parties under this Declaration, the transfer shall be effective upon recording of and instrument conveying title in the Public Records of Brevard County, Florida; provided, however, the transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the Owner of the Lot, including assessment obligations, until the date upon which such written notification is received by the Association.