River Run Homeowners Association

BY-LAWS ARTICLE III

ASSOCIATION BY-LAWS

ARTICLE III

MEMBERSHIP, MEETINGS, AND VOTING RIGHTS

Section 1. Membership, Transfer, Voting Rights, and Maintenance Assessments.

a). Reference is hereby made to Article IV and Article V of the Declaration, the Articles of Incorporation which sets forth terms, provisions and conditions governing and relating to membership in the Association, transfer of membership and voting rights of classes of Members, all of which terms, provisions and conditions are incorporated herein by reference.

Section 2. Maintenance Assessments Notice and Quorum.

a). Written notice of any meeting called for the purpose of taking any action authorized under this Article V shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting.

b). At the first such meeting called, the presence of Members or of proxies entitled to cast sixty percent (60%) of the total number of votes entitled to be cast shall constitute a quorum.

c). If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting.

d). No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 3. Proxies.

a). Votes may be cast in person or by proxy.

b). Proxies must be filed with the Secretary of the Association before the appointed time of each meeting of the Members of the Association.

c). Cumulative voting shall not be permitted.

Section 4. Majority Required and Quoram.

a). A majority of the votes of Members present at a meeting at which a quorum is present shall be sufficient for the transaction of all business of the Association.

b). Except on matters where a greater vote is required by the Declaration, the Articles of Incorporation, the By-Laws or by statute.

c). At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which quorum is present shall be the acts of the Board of Directors.

d). Except as otherwise provided in or required by the Declaration, Articles of Incorporation, these By-Laws or statute.

e). If, at any meeting of the Board of Directors, there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time.

f). At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Section 5. Meetings.

a). Meetings of the Members of the Association shall be in accordance with the following provisions:

1. Place.

a). Meetings of the Members shall be held at such place in Marion County, Indiana, as may be designated by the Board of Directors of the Association.

2. Annual Meetings.

a). The first annual meeting of the Members shall be held within six (6) months after the close of the first fiscal year of the Association, the exact date to be decided by the Board of Directors.

b). At such first annual meeting of the Members, the Members may designate a regular day or date for successive annual meetings, which date shall be not more than six (6) months after the close of each fiscal year of the Association.

c). If the Members fail to designate such a regular day or date, the Board of Directors may continue to designate the day or date of the next annual meeting until such a designation is made by the Members.

d). If any designated day or date falls upon a legal holiday, the actual date of the meeting shall be the next business day succeeding such designated day or date.

3. Special Meetings.

a). Special meetings of the Members shall be called by the President of the Association, by resolution of the Board of Directors of the Association.

b). Or upon a written petition signed by Members of the Association who are entitled to vote sixty percent (60%) of all votes of the membership.

c). Notice of any special meeting shall state the time and place of such meeting and the purpose thereof.

d). No business shall be transacted at a special meeting except as stated in the notice.

4. Order of Business.

a). The order of business at all meetings of the members shall, to the extent applicable, be as follows:

1. Roll call. Board of Directors.

2. Proof of notice of meeting or waiver of notice.

3. Reading of minutes of preceding meeting.

4. Reports of officers. President, Vice President, Treasurer.

5. Reports of committees.

6. Election of directors.

7. Unfinished business.

8. New business.

5. Voting by Co-Owners and Entities.

a). The vote appurtenant to any Lot in which more than one person owns an interest may be exercised by any of such persons present at any meeting, unless the Association is advised by any other person owning an interest in such Lot that the Owners of the Lot are unable to agree upon the manner in which the vote appurtenant to such Lot shall be cast at such meeting or on any particular question to come before such meeting.

b). In such event, the vote appurtenant to the Lot shall not be counted at the meeting or on the particular question noted, as the case may be. c). In the event any Lot is owned by a corporation, then the vote appurtenant to such Lot shall be cast by a person designated in a certified letter signed by the president or any vice president of such corporation and attested by the secretary or an assistant secretary of such corporation and filed with the Secretary of the Association prior to the meeting.

d). The vote appurtenant to any Lot owned by a trust or partnership may be exercised by any trustee or partner thereof, as the case may be, and unless any objection or protest by any other such trustee or partner is noted at such meeting or in writing prior thereto, the Chairman of such meeting shall have no duty to inquire as to the authority of the person casting such vote or votes.

6. Suspension of Voting Rights.

a). No Class A Member shown on the books or management accounts of the Association to be more than sixty (60) days delinquent in any payment due to the Association shall be eligible to vote, either in person or by proxy, or to be elected to the Board of Directors.