Chimney Lakes

By-Laws

By-Laws of Chimney Lakes Assoc

ARTICLE I

NAME AND LOCATION.

The name of the corporation is CHIMNEY LAKES OWNERS ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be located at 8410 Cheswicks Oak Avenue, Jacksonville, FL 32244, but meetings of members and directors may be held at such places within the State of Florida, County of Duval, as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 1. "Association" shall mean and refer to Chimney Lakes Owners Association, Inc., its successors and assigns.

Section 2. "Property" or "Properties" shall mean and refer to that certain real property described in the Chimney Lakes Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brough within the jurisdiction of the Association.

Section 3. "Common Area" or "Common Property" shall mean and refer to those tracts of land which are deeded to the Association and designated in the deed as "Common Properties" or "Common Areas" and such improvements thereon as are specifically conveyed to the Association. The Common Property shall also include any personal property acquired by the Association if the property is designated as "Common Property."

Section 4. "Lot" shall mean and refer to any plot of land together with improvements thereon shown upon any recorded subdivision plat of the Properties or in a Condominium Declaration with the exception of the Common Property and Common Area. References to Lot herein shall include both Multi Family Residential Lots and Single Family Residential Lots as defined in the Declaration unless the context otherwise requires.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons of entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. "Declarant" shall mean and refer to Argyle Forest, Inc., it successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development and provided that such successor or assign shall specifically assume the obligations of Declarant under the Declaration, Articles and By-Laws.

Section 7. "Declaration" shall mean and refer to the Chimney Lakes Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded or to be recorded in the public records of Duval County, Florida.

Section 8. "Member" shall mean and refer to those persons entitled to Class "A", "B", and "C" Membership in the Association as provided in the Declaration.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meetings.
The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. Special Meetings.
Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A and Class B membership.

Section 3. Notice of Meetings.
Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association for the purpose of the notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum.
The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies.
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revoc able and shall automatically cease upon conveyance by the member of his Lot.

ARTICLE IV

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number.
The affairs of this association shall be managed by a Board of not less than three (3) directors, who need not be members of the Association. The initial Board of Directors shall consist of three persons as set forth in the Articles of Incorporation and until the Class C membership terminates the Declarant shall be entitled to appoint 3 Directors. Upon the conveyance of thirty SFRLs to persons other than the Declarant, the number of directors shall be increased by one; upon conveyance of thrty MFRLs to persons other than Declarant the number of Directors shall be increased by one. The directorship created by the conveyance of the required number of MFRLs shall be elected by the Class A members and the directorship created by the conveyance of the required number of SFRLs shall be elected by the Class B members. Upon the termination of the Class C membership as provided in the Declaration, the number of directors shall be increased to seven (7). Each class of members shall elect one Director from its class, the remaining Directors shall be elected at large. So long as the Declarant owns one (1) Lot, the Declarant shall be entitled to appoint one (1) director, the remaining directors shall be elected in accordance with the provisions hereof.

Section 2. Term of Office.
At the first annual meeting at which the members are entitled to elect directors, the members shall elect the director for the respective class of membership for a three year term. When at large members of the Baord are elected the person receiving the most votes shall service for three years, the two persons receiving the next highest number of votes will service for two years and the remaining persons elected will serve for one year.

Section 3. Removal.
Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. Provided, however, a Director elected or appointed by a Class of Members may only be removed by the Class of Members. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall service for the unexpired term of his predecessor.

Section 4. Compensation.
No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5.
Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Initial Board of Directors.
The initial Board of Directors shall be appointed by the Declarant. Upon the expansion of the Baoard to include directors elected by the members, the directors shall be elected as hereinafter set forth.

Section 2. Nomination.
Nomination for election to the Board of Directors to be elected by the members shall be made by a Nominating Committee. Nominations may also be made from the Floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nomination for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. At such times as the Class A or B members have qualified to elect a Director, the Nominating Committee shall nominate persons from such class of membership and only the members of the class shall be entitled to vote. The remaining members of the Board shall be nominated elected by all members on an at large basis.

Section 3. Election.
Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VI

MEETINGS OF DIRECTORS

Section 1. Regular Meetings.
Regular meetings of the Board of Directors shall be held monthly without notice, at such a place and hour as may be fixed from time to time by resolution of the Board. Should the meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings.
Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director, unless such notice is waived by the Directors.

Section 3. Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers.
The Board of Directors shall have power to:

(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;

(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e) employ a manager, and independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties.
It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A or B members who are entitled to vote;

(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; and

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same.

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board of the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liablility and hazard insurance on property owned by the Association and to the extent it is convenient or required, to insure the improvements upon the Lots.

The policy of property insurance shall cover all of the Common Areas (except land, foundation, excavation and other items normally excluded from coverage) but including fixtures and building service equipment, to the extent that they are part of the common personal property and supplies.

The policy shall afford, as a minimum, protection against the following:

(i) loss or damage by fire and other perils normally covered by the standard extended coverage endorsement;

(ii) all other perils which are customarily covered with respect to projects similar in construction, location and use, including flood insurance, if applicable, and all perils, normally covered by the standard "all risk" endorsement, where such is available. If flood insurance is required it must be in an amount of 100% of current replacement cost of the improvement or the maximum coverage under the National Flood Insurance Program.

(iii) losses covered by general liability insurance coverage covering all Common Areas is the amoun of at least $1,000,000.00 for bodily injury, including deaths of persons and property damage arising out of a single occurance. Coverage under this policy shall include, without limitation, legal liability of the insureds for property damage, bodily injuries and deaths of persons in connection with the operation, maintenance or use of Common Area and any legal liability that results from lawsuits related to employment contracts in which the Association is a party.

The hazard policy shall be in an amount equal to 100% of current replacement cost of the insured properties exclusive of land, foundation, excavation and items normally excluded from coverage. The policy shall provide that it may not be cancelled or substantially modified without at least 10 days' prior written notice to the Association.

Any blanket coverage of the Lots which may be provided shall not insure the contents of the improvements and shall not insure against the liability of Owners for incidences occurring on the Lots.

(f) cause all officers or employees having fiscal responsibilities to be bonded, as provided in Article XIV hereof;

(g) cause the Common Area to be maintained.

(h) to pay all real property taxes and other assessments against the Common Area.

(i) to grant such licenses, easements and permits for utilities, roads and other purposes as it shall deem necessary or convenient.

ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices
The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers.
The election of officers shall take place at the first meeting of the Baord of Directors following each annual meeting of the members.

Section 3. Term
The officers of this Association shall be elected annually by the Baord and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments.
The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal
Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies.
A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaced.

Section 7. Multiple Offices.
The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the Officers are as follows:

President

(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.

Vice President

(b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

Secretary

(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.

Treasurer

(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association book to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLE IX

COMMITTEES

The Association shall appoint an Architectural Review Board, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE X

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member or a mortgagee of a Lot. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE XI

ASSESSMENTS

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of fifteen percent (15%) per annum and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.

ARTICLE XII

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: Chimney Lakes Owners Association, Inc., a not-for-profit corporation.

ARTICLE XIII

AMENDMENTS

Section 1. The By-Laws may be amended by the Declarant on its own motion from the date hereof until control is transferred to the Class A and B members. The By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class C membership.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

ARTICLE XIV

FIDELITY BONDS

Section 1. Blanket facility bonds shall be required to be maintained by the Association for all officers, directors, trustees or employees of the Association handling or responsible for funds of or administered by the Association whether or not such persons are compensated. Any management agent that handles funds for the Association should also be covered by its own fidelity bonds. The total amount of the fidelity bond coverage shall be based upoin the best business judgment of the Board of Directors and shall not be less than 150% of an amount equal to the estimated annual operating expenses of the Association, including reserves.

Except for the fidelity bonds that a management agent obtains for its perssonnel, the fidelity bond shall name the Association as an obligee and shall contain waivers by the issuers of the bonds of all defenses based upon the exclusion of persons serving without compensation from the definition of "employees" or similiar terms or expressions. The premiums on all bonds shall be paid by the Association as a common expense. The bond shall provide that it cannot be cancelled or substantially modified (including cancellation for nonpayment of premium) without at least 10 days prior written notice to the Association and all first mortgagees.

ARTICLE XV

MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

IN WITNESS WHEREOF, we, being all of the directors of the Chimney Lakes Owners Association, Inc., have hereunto set our hands this 31st day of December, 1984.

J. Thomas Gillette, III
Glenn Marvin
Donna Seligson

CERTIFICATION

I, the undersigned, do hereby certify;

That I am the duly elected and acting secretary of the Chimney Lakes Owners Association, Inc., a Florida not-for-profit corporation, and

That the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the 31st day of December, 1984.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 31st day of December, 1984.

Elaine I. Ising, Secretary