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EXHIBIT C

BY-LAWS

OF

GRAND HAVEN MASTER HOMEOWNERS ASSOCIATION, INC.
(A Corporation Not for Profit Under the
Laws of the State of Florida)

ARTICLE IX
AMENDMENTS TO BY-LAWS

          9.0      These By-Laws may be altered, amended, or rescinded only in the following manner:

          9.1      At any time the Developer’s designees constitute a majority of the Board’s Directors, the By-Laws may be amended only by the majority vote of the Board of Directors.

          9.2      At any time the Developer’s designees do not constitute a majority of the Board’s Directors, a resolution adopting a proposed amendment to these By-Laws may be proposed by either the Board of Directors, or by fifty percent (50%) or more of the Members, whether meeting as Members or by instrument in writing signed by them.  Upon any amendment or amendments to these By-Laws being proposed by said Board of the Directors or Members, such proposed amendment or amendments shall be transmitted to the President of the Association or other Officer of the Association in the absence of the President, who shall thereupon call a special meeting of the Members of the Association for a date not sooner than twenty (20) days nor later than ninety (90) days from receipt by him of the proposed amendment or amendments, and it shall be the duty of the Secretary to give each Member written or printed notice of such special meeting, stating the time and place thereof, and describing or reciting the proposed amendment or amendments which notice shall be mailed not less than fourteen (14) days nor more than thirty (30) days before the date set for such special meeting.  If mailed, such notice shall be deemed to be properly given when deposited in the United States Mail, addressed to the Member at this post office address as it appears on the records of the Association, the postage therein being prepaid.  Any Member may, by written waiver of notice signed by such Member, waive such notice, and such waiver, when filed in the records of the Association, whether before or after the holding of the meeting, shall be deemed the equivalent to the giving of such notice to such Member.  At such meeting, the amendment or amendments proposed must be approved by not less than a majority of the total membership, not a majority of the members after a quorum is reached, in order for such amendment or amendments to become effective.  Thereupon, such amendment or amendments shall be transcribed and certified by the President and Secretary of the Association as having been duly adopted.  Thereafter, a copy of said amendment or amendments shall be delivered to all Members but delivery of a copy thereof shall not be a condition Precedent to the effectiveness of such amendment or amendments.  At any meeting held to consider such amendment or amendments, the written vote of any Member is not in attendance at such meeting or represented there by proxy, provided such written vote is delivered t o the Secretary of the Association at or prior to such meeting.

          9.3      So long as the Corporation has a Class B membership, FHA/VA shall be empowered to veto the adoption of any amendments to these By-Laws.  All amendments approved as set forth above, shall be forwarded to FHA/VA which shall be given thirty (30) days within which to exercise its veto rights.  Failure of FHA/VA to deliver a written veto to the office of the Corporation within said thirty (30) days shall be deemed a waiver of it is veto rights.

          9.4      Notwithstanding anything to the contrary hereinabove set forth, no amendment of these By-Laws which shall abridge, modify, eliminate, prejudice, limit, amend, or alter the rights of the Developer as set forth in the Declaration may be adopted or become effective without the prior written consent of the Developer.  No amendment shall be made that is in conflict with the Articles of Incorporation or the Declaration.