Rules, Bylaws & Covenants

GINGER COVE COMMON AREA COMPANY RULES FOR HOMEOWNERS AND GUESTS OF GINGER COVE

(Approved May 14, 2025 by Ginger Cove Homeowners)

These are the Ginger Cove Common Area Company (GCCAC) rules for living and playing at our lake. These rules and penalties have been established by a majority vote of the Ginger Cove homeowners to address water safety and use of our common areas. Please read and follow the rules and make sure your family members and guests do as well. You can find these rules on our website at www.gingercovelake.com. See also the Nebraska Game and Parks Boating Regulations website for Nebraska state laws regarding lake activities. 

GCCAC Board and employees will not engage in discussion with residents about rule enforcement when abusive language is used, nor will they get involved in civil matters between residents.

Boating Definitions

• Vessel - Any watercraft, other than a seaplane, used or capable of being used as a means of transportation on water. Examples: Motorboats, pontoon boats, fishing boats, personal watercraft, sailboats, kayaks, canoes, paddle boards, etc.

• Motorboat - Any vessel propelled by any form of mechanical power, gas, electric or diesel, including an electric trolling motor. Examples: Wakesurf boats, pontoon boats, fishing boats, personal watercraft, etc.

• Personal Watercraft - A class of motorboat less than 16 feet in length that uses an internal combustion engine powering a jet pump as its primary source of propulsion and is designed to be operated by a person sitting, standing, or kneeling on the vessel. Examples: Sea-Doos, Wave Runners, Jet Skis, etc.

• Paddle Craft - A vessel powered only by its occupants, using a single- or double-bladed paddle as a lever.

• Operator - The person who operates or has charge of the navigation or use of a motorboat or vessel.

Boating Requirements

WHO MAY OPERATE A MOTORBOAT?

• Anyone operating a motorboat or personal watercraft in Nebraska must be at least 14 years of age. 

• Any operator born after December 31, 1985 who has  successfully completed the Nebraska Boating safety course and is in possession of a valid certificate. Nonresidents may present certification from their state or another source approved by the National Association of State Boating Law Administrators.

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GCCAC Rules for Homeowners and Guests of Ginger Cove

I. HOMEOWNERS & GUESTS  

A. Homeowners are responsible for ensuring that they and their guests understand and abide by all Ginger Cove Rules and Covenants.

B. Homeowners are responsible for paying assessments levied by the GCCAC in full and on time per our By-laws. 

C. Except for occasional large gatherings, guests and Homeowners must park their vehicles on the host Homeowner’s lot.

D. Long-term guests (more than two weeks) who are parking on common area should be identified to the GCCAC HOA Board. 

E. For purposes of these rules, if the Homeowner is a corporation, trust, general or limited partnership, limited liability company, or other legal entity, any references to “homeowner” shall mean and include any Member of such entity. 

F. Any renter, lessee, or contract purchaser of a lot from a Homeowner is subject to and must abide by all these rules and regulations and will be subject to any and all penalties for violations of the rules.

II. .CONSTRUCTION AND RENOVATION

A. No new sand can be brought into Ginger Cove to be put on beaches-use the sand that is already here.

B. Lot owners are responsible for removing construction waste and repairing construction damage to common grounds. Costs incurred by the GCCAC to make repairs which are not completed in a timely manner by the homeowner will be charged to the homeowner as an additional assessment.

III. BOAT DOCKS & LIFTS  

A. Docks and lifts must be maintained to the point where they are functional and safe. 

B. Docks and lifts must be placed in the water within an area of the extended sidelines of the homeowners’ side lot lines unless there is mutual agreement in place with the neighbor to allow a different arrangement. Placement must not interfere with ingress/egress to neighbors’ dock, lift or property.

C. Docks and lifts must not have structures with rigid walls such as boat houses in order to preserve the view.

D. New docks and/or remodels of existing docks must be approved by the GCCAC Board for a review of safety and accessibility. 

IV. MOTORBOAT LAUNCHING & REGISTRATION

A. Motorboats and personal watercraft may only be launched from the Ginger Cove boat ramp.

B. Only motorboats and personal watercraft owned by homeowners may be launched from the boat ramp at Ginger Cove. Guests are not allowed to bring motorboats and personal watercraft of any kind or class to Ginger Cove Lake.

C. Homeowners must register their motorboats and personal watercraft with the GCCAC prior to launch. Lot numbers and Ginger Cove stickers must be placed in a visible position at the rear half of every vessel. Lot numbers must be at least 3” high and in a contrasting color to the hull. 

D. Motorboat engines used in Ginger Cove must have underwater exhaust systems. 

E. Motorboats and sailboats new to Ginger Cove must be no longer than 24’ based on the manufacturer’s published specifications. Pontoons new to Ginger Cove must be no longer than 26’ based on the manufacturer’s published specifications. 

F. Boats out of water and/or boat trailers must be removed from Ginger Cove within 7 days unless stored in a garage or left on a shore station. Boats on trailers may be parked in a driveway during the 15-day periods between April 15 to April 30 and October 15 to October 30, when Homeowners are readying their boats for use or storage.

V. INVASIVE SPECIES PROTOCOL

A. When launching new or used vessels, docks, or shorestations, homeowners must follow the current Ginger Cove Invasive Species Protocol in place and/or use approved contractors who know and follow the current Ginger Cove Invasive Species Protocol as found on our Ginger Cove website and in our Ginger Cove Directory. 

VI. BOATING  

A.GENERAL

6. 1. 1. Operators of motorboats or personal watercraft must observe all state laws and Ginger Cove rules and boating patterns.

      2. Motorboats and personal watercraft must be operated in a safe manner, using  good judgment at all times, and operators must be prepared to yield to anyone else who does not.

      3. Only one motorboat or personal watercraft may be operated at any one time from each lot. 

      4. At least one immediate member of the Homeowner’s family who is at least fourteen (14) years of age and familiar with all state boating laws and local Ginger Cove rules must be in a Homeowner’s motorboat whenever operated. 

      5. Except for fishing boats traveling under 5 mph within 75 feet of shore, all traffic shall travel in a counterclockwise direction around the lake. Traffic on Skinny River shall only travel in a counterclockwise direction in respect to the island.

      6. Maximum daytime motorboat and personal watercraft speed limit is 35 mph except as noted below:

a) One half hour after sunset until 8:00 a.m. – 5 mph (No Wake).

b) In Skinny River until 10:00 a.m. – 5 mph (No Wake).

c) In coves – 5 mph at all times (No Wake).

B. SKIING, WAKEBOARDING, WAKESURFING, TUBING, ETC

2. 1. 1. Motorboats and personal watercraft are restricted to only two towlines at a time.

      2. When a person being towed falls, an observer in the towboat must raise an orange flag and the person who fell should immediately raise an arm to be more visible. Only display the orange flag when you have a person in the water. 

      3. No tubing or wakesurfing in Skinny River.

      4. When a person being towed falls in Skinny River:

a) Raise orange flag and stop immediately to verify that the person being towed is not in distress, then pull in the tow rope. 

b) If not in distress, the person being towed should move toward the shoreline and wait for the driver of the towboat to drive around the island (following the regular counterclockwise pattern) and return to pick them up. 

c) Do not restart the person being towed in Skinny River. Go to the main lake to restart.

2. 1. 5. Do not drive your motorboat or personal watercraft  between a downed person and their towboat.

      6. Maintain a safe distance behind and between other vessels and a person being towed at all times.

      7. If a person being towed loses equipment, they are responsible for any damage the lost equipment may cause.

C. PERSONAL WATERCRAFT

3. 1. Operators of personal watercraft must observe all state laws and Ginger Cove rules and boating patterns.

   2. Personal watercraft cannot jump the wake of any motorboat with a person being towed or operate within 50 yards of any motorboat.

   3. Personal watercraft shall not be operated on weekends, holidays, and the day of the Ginger Cove fireworks display during the hours of 12:00 noon to 5:00 p.m.

D. FISHING AND SAILING

4. 1. When fishing and traveling at five (5) mph or less within seventy-five (75) feet of shore, vessels may travel in either direction.

   2. Fishing boats or other vessels traveling under five (5) mph are not restricted to any location and may be anchored provided they do not obstruct other motorboats.

   3. State fishing laws apply to Ginger Cove Lake.

   4. No fishing under or near the bridge, to include the shoreline.

   5. Sailboats or sailboards shall not be operated on weekends, holidays, and the day of the Ginger Cove fireworks display during the hours of 12:00 noon to 5:00 p.m.

VII. SWIMMING, SCUBA DIVING, & SNORKELING

A. No swimming, floating, or paddling across the lake except for special occasions approved in advance by the GCCAC Board.

B. Private buoys, platforms, diving floats, trampolines, swim mats, etc.must not limit recreational use of the lake. 

C. No swimming or playing on, under, or near the covered bridge or gas pump area.

D. No scuba diving or snorkeling beyond seventy-five (75) feet from the shoreline except for special occasions approved in advance by the GCCAC Board. All scuba divers and snorkelers must use a Dive Flag and obey state laws, regardless of location.

VIII. LITTER, DUMPING, & MAINTAINING WATER QUALITY

A. No littering or dumping of yard waste, rocks, tree limbs or other refuse in the lake, on the road, roadside or common areas is allowed.

B. Homeowners shall not, nor permit any guest, to do anything on their lot that will denigrate the quality of the lake water or cause unsafe conditions on the lake. 

C. Homeowners shall not apply any chemicals or other substances to the lake or shoreline/dock areas without prior permission from Ginger Cove Common Area Company. 

IX. MOTORIZED VEHICLES

A. Use of automobiles, motorcycles, snowmobiles, and ATVs prohibited on Ginger Cove common areas.

X. FIREARMS

A. No firearms shall be used in Ginger Cove, except for firearm use on a limited basis as may be directed by the Board of Directors of Ginger Cove Common Area Company.

XI. PETS

A. Pets shall be restricted to the Homeowner's lot or on leash and/or in control of the Homeowner.

B. Pet owners are responsible for pet waste pickup and disposal from other resident yards and common areas.

XII. NOISE & LIGHT LEVELS

A. Restrict noise and light pollution so it doesn’t disturb your neighbors’ use or enjoyment of their property:

12. 1. 1. Keep daytime noise levels, to include noise from boats, sound systems, music, parties, and yard/lawn equipment, at a reasonable level. Loud noises are restricted between the hours of 10:00 pm to 8:00 am on weeknights and 12:00 midnight to 8:00 am on weekends and holidays.

       2. Keep house lights, yard lights, security lights, and boat docking lights from shining directly into your neighbors’ line of vision.

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Enforcement of Rules For Homeowners and Guests of Ginger Cove

Ginger Cove will be periodically patrolled to ensure compliance with the rules adopted and approved by the member homeowners of GCCAC (all lot owners are member homeowners). When a member homeowner observes a potential violation, first address the person or people involved in a neighborly and respectful manner before filing a complaint to the GCCAC Board. This complaint will be kept on file for possible further action and will be kept confidential unless it is required to be disclosed. 

A rule violation complaint should state the following:

1. A description of the rule violation.

2. The date and time the rule violation was observed.

3. The name and lot number of the rule violators, if known.

4. The name and lot number of the member homeowner reporting the rule violation.

Anyone observing any violation of state law that poses immediate serious danger or personal injury or property damage should call 911; also, notify any member of the Board. 

Under extenuating circumstances, the GCCAC Board reserves the right to take all reasonable actions when conditions appear to threaten the safety or security of Ginger Cove Common Area Company Member Homeowners and/or property. The Board will, if necessary, file legal action to enforce the rules. The costs of any legal action taken by the Board to enforce rules will be borne by the GCCAC member homeowners pro rata. 

PENALTIES FOR VIOLATING RULES OF GINGER COVE COMMON AREA COMPANY

Rule violation complaints will be reviewed by the GCCAC Board. Complaints found to be in violation of any Ginger Cove rules over the course of one calendar year will be addressed in the following manner, with citations being communicated to member homeowner(s) in writing (letter or email):

First Rule Infraction:  

• Verbal or written citation

Second Rule Infraction:  

• Written citation

• Notice that any further infractions may result in a fine 

Third Rule Infraction:  

• Written citation

• $100 Fine

  • Fine must be paid within 30 days of the receipt of such notice. Failure to pay the fine when due will result in a doubling of the fine every 30 days until the fine is paid in full. 

Fourth Rule Infraction: 

• Written citation

• $200 Fine

  • Fine must be paid within 30 days of the receipt of such notice. Failure to pay the fine when due will result in a doubling of the fine every 30 days until the fine is paid in full.

Subsequent Infractions

• Written citation 

• $300 Fine

• Loss of lake privileges for the remainder of the calendar year.  At the end of the calendar year, the Member Homeowner must apply to the GCCAC Board for reinstatement

APPEALS PROCESS

Any member homeowner who receives a rule violation citation or loses Ginger Cove common area privileges may appeal to the GCCAC Board as early as the next regularly scheduled Board meeting. Member homeowners appealing a rule violation citation or seeking reinstatement must notify a GCCAC Board member of their intention to contest the citation at a monthly Board meeting within 60 days of the date of the citation. Failure to do so will indicate that the rule violation citation is not to be contested. After hearing the member homeowner’s appeal, Board Members will deliberate in a closed session. Member homeowners will be notified of the GCCAC Board’s decision within 30 days of the date of the appeal. 

BY-LAWS OF GINGER COVE COMMON AREA COMPANY 

ARTICLE I
:  NAME AND LOCATION 

The name of the corporation is Ginger Cove Common Area Company, hereinafter referred to as the "Association". The principal office of the corporation shall be located at the Properties as defined below, but meetings of Members and directors may be held at such places within the State of Nebraska as may be designated by the Board of Directors. 

ARTICLE II:  DEFINITIONS 

Section 1. "Association" shall mean and refer to the Ginger Cove Common Area Company, its successors and assigns. 

Section 2. "Declarant" shall mean and refer to the Lessee's Land Company, Inc. 

Section 3. "Declaration" shall mean and refer to the Declaration of covenants, conditions and restrictions applicable to the Properties recorded in the Office of the Register of Deeds in Douglas County, Nebraska on October 25, 1985, at Book 755, Page 568 of Miscellaneous Records. 

Section 4. "Properties" shall mean and refer to that certain real property described in and subject to the Declaration and such additions thereto as may hereafter be brought within the jurisdiction of the Association. 

Section 5. "Common Area" shall mean the real property (including the improvements thereto) described in the Declaration as being for the common use and enjoyment of the Owners. 

Section 6. "Lot" shall mean and refer to any platted lot shown upon a recorded subdivision plat of any part of the Properties, exclusive of the Common Area. 

Section 7. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract purchasers, but excluding those having such interest merely as security for the performance of an obligation. In the event that any Lot is leased for a period in excess of five years, the Owner shall be deemed to be the lessee under said lease, except where the leasehold interest is not subject to the Declaration. 

Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration. 

Section 9. "By-Laws" shall mean these By-Laws as adopted by the Association as they may exist as amended from time to time. 

ARTICLE III:  PROPERTY RIGHTS 

Every owner together with their respective employees, agents, licensees and invitees, shall have the right in common with the other Owners to the use and enjoyment of the Common Area, subject to such rules, regulations and other restrictions and conditions as may be provided in the By-Laws. 

ARTICLE IV:  
MEMBERSHIP AND VOTING RIGHTS 

Section 1. Every Owner of a Lot which is subject to assessment shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment. Membership of any Owner shall terminate upon conveyance of the interest of such person in a Lot to a new Owner. 

Section 2. The Association shall have one class of voting membership consisting of all Owners who shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot. Whenever reference is made herein to consent by or vote of Members, the total number of votes allocated to Members shall be considered rather than the total number of Members. 

ARTICLE V
:  COVENANT FOR ASSESSMENTS 

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Lot owned within the Properties, has covenanted, and each Owner of any Lot by acceptance of an instrument of conveyance thereof, whether deed, lease, land contract acceptance of an instrument of conveyance thereof, whether deed, lease, land contract or otherwise, and whether or not it shall be so expressed in such instrument of conveyance, is deemed to covenant and agrees to pay to the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest from the due date at the legal rate for judgments in the State of Nebraska and costs, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest and costs, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them. 

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the residential and recreational purposes, health, safety and welfare of the Owners and their respective licensees and invitees and for the improvement and maintenance of the Common Area. The annual assessments may be used, among other things, to pay the costs of operating and maintaining the Common Area; general public liability and hazard insurance, directors liability insurance, workmen's compensation insurance, and other appropriate types of insurance; real estate taxes, lighting; upkeep and maintenance of the lake areas; maintaining an area for dumping refuse and debris; landscaping and landscaping maintenance; wages; payroll taxes; license and permit fees; security; professional services; repairs; replacement; maintenance supplies; maintenance and preservation of wooded, beach and meadow areas; principal and interest payments incident to financing connected to any of the foregoing; and such other items as may be determined by the Board of Directors for the promotion of the purposes of the Association. 

Section 3. Determination of Amount of Annual Assessments and Time for Makinq Such Determination. The initial budget shall be adopted by the Board of Directors based upon the expenses incurred by Ginger Limited Partnership. with reasonable allowance for increases in the cost of the items described in Section 2, and with the addition of expense items not incurred by Ginqer Limited Partnership but which will be incurred bv the Association (for example. public liability and hazard insurance). Thereafter, in April of each year, the Board of Directors shall adopt an annual budget by estimating the amount of money necessary to make payment of all estimated expenses growing out of or connected with those items described in Section 2 for the purpose of assessments. Within 30 days after making the budget, the Board of Directors shall provide a summary of the budget to all Owners and shall set a date for the annual meeting of the Owners at which the ratification of the budget shall be considered by the Owners. In the event the proposed budget is rejected at the annual meeting, the annual budget last ratified by the Owners shall be continued until such time as the Owners ratify a subsequent budget proposed by the Board of Directors. Promptly upon ratification of the budget for the ensuing year, the Board of Directors shall determine the amount of the annual assessment to be levied against each Lot and shall give written notice to each owner of the amount of his annual assessment. The omission or failure to fix the assessment or deliver or mail a statement for any period shalI not be deemed a waiver, modification or release of Owners to pay the same. In determining the amount of the annual assessment to be paid by the Owners, consideration shall be given to all sources of income of the Association other than annual assessments. 

Section 4. Special Assessments. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon Common Area, including fixtures and personal property related thereto, or the amount by which the Board of Directors estimate that actual costs, expenses and liabilities of the Association, including the financing of any part of the foregoing, will exceed those budgeted for the fiscal year, provided that any such assessment shall have the assent of a majority of the voting power of the Members at a meeting duly called for this purpose. 

Section 5.  Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Lots. Assessments may be collected on whatever basis is deemed to be reasonable by the Board of Directors, but in no event less often than annually. 

Section 6.  Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall commence as to all Lots on the day of _____________,20__ and shall be in the amount determined as provide din Section 3. Thereafter, the Board of Directors shall fix the amount of the annual assessment in the manner provided in Section 3 and the assessment year shall be deemed to begin on July 1 of one year and to end on June 30 of the following year. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as of the date of its issuance. 

Section 7.  Effect of Nonpayment of Assessments: Remedies of the Association. Any assessment, or part thereof, not paid within thirty (30) days after the due date shall also bear interest at fourteen percent (14%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same, or may foreclose the lien against the property in the same manner as mortgages or other liens against real property are enforceable in the State of Nebraska at the time such lien arises. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot. 

Section 8.  Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage, foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which become due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof. 

ARTICLE V:  MEETING OF MEMBERS 

Section 1. Annual Meetings. The annual meeting of the Members shall be held May. 

Section 2. Special Meetings. Special meetings of the Members may be called at any time by the Board of Directors, or upon written request of the Members who are entitled to vote five percent (5%) of all of the votes of the 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 ten (10) not more than thirty (30) days before such meeting to each Member entitled to thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of 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 fifty percent (50%) of the votes of the membership shall constitute a quorum for any action and the assent of a majority of such votes represented and voting shall constitute the act of the Members 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 the 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. Whenever reference is made to consent or a vote of Members, the number of votes allocated to Members shall be considered rather than the number of Members. 

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 revocable and shall automatically cease upon conveyance by the Member of his Lot. 

Section 6. Action by Written Consent. Any action required to be taken at a meetinq of the Members, or any action permitted to be taken at a meetinq of the Members. may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by the members holding eightv percent (80%) of the voting power. Such written consent(s) shall be delivered to the Association for inclusion in the minutes. 

Section 7. Action by Written Ballot. Any action that may be taken at any annual, regular, or special meeting of the Members may be taken without a meeting if approved by the Members by written ballot. The Association shall deliver a written ballot to each Member entitled to vote. Such ballot shall set forth the proposed action and provide for an opportunity to vote for or against each proposed action. All solicitations for votes by written ballot shall: 

(i) Indicate the number of responses needed to meet the quorum requirements: 

(ii)state the percentage of approvals necessary to approve each matter other than election of directors: and 

(iii)specify the time by which a ballot must be received by the Association in order to be counted. 

ARTICLE VII
:  BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE 

Section 1. Number. The affairs of this Association shall be managed by a Board of Seven (7) Directors, who shall be Members of the Association. 

Section 2. Term of Office. At the next annual meeting the Members shall elect three directors for a term of three (3) years, two directors for a term of two (2) years, and two directors for a term of one (1) year; and at each annual meeting thereafter the Members shall elect the number of directors required to replace the directors whose terms are expiring, such directors to be elected for a term of three (3) years. 

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. 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 serve until the next election of directors at which time a new director will be elected to serve the remainder of the unexpired term of the director for whom an appointment has been made. 

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. 

ARTICLE VIII:  
NOMINATION AND ELECTION OF DIRECTORS 

Section 1. Nomination. Nomination for election to the Board of Directors 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 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 nominations for election to the Board of Directors as it shall in its discretion determine, but not less than two more than the number of vacancies that are to be filled. The Nominating Committee shall also make nominations to replace a vacancy on the Board of Directors which shall then be filled by the Board of Directors with such nominee. 

Section 2. 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 By-Laws. The persons receiving the largest number of votes shall be elected. Each Owner shall be entitled to as many votes per vote as the number of vacancies on the Board of Directors to be filled. 

ARTICLE IX:  MEETING OF DIRECTORS 

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board provided, that any monthly meeting may be waived by the Board. 

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 two (2) days notice to each director. Such notice shall state the date, time, place, and purpose of such special meeting. 

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. Directors may participate in a regular or special meeting of the Board of Directors or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other durinq the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. 

Section 4. 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 the written approval of all of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. 

ARTICLE X:  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 and protection 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; provided, however, that such rules, regulations and penalties must be approved by a majority of the voting power of the Members, at a meeting duly called for this purpose before the same shall be effective; 

(b) suspend the voting rights 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 sixty (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, independent contractors, 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 of 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 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; 

(2) send written notice of each assessment to every Owner subject thereto 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 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 for 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 liability and hazard insurance on property owned by the Association; 

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; 

(g) cause the repair, maintenance, administration and replacement of the Common Area and any personal property or fixtures related thereto, and otherwise carry out the directions of the Members in accordance with the Declaration, the Articles of Incorporation and these By-Laws. 

ARTICLE XI:  
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 fimes 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 Board of Directors following each annual meeting of the Members. 

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or be otherwise disqualified to serve. No person shall succeed himself as President of the Association. 

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 time later 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 of the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. 

Section 7. 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 books 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 to each of the Members. 

ARTICLE XII:  COMMITTEES 

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

ARTICLE XIII
:  INDEMNIFICATION OF OFFICERS AND DIRECTORS 

The Association shall indemnify every Director and officer, his heirs and personal representatives as permitted by and as required by statute. 

ARTICLE XIV:  
BOOKS AND RECORDS 

The books, and records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. 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 XV:  CORPORATE SEAL 

The Association shall have a seal in circular form which shall have inscribed thereon the name of the Association and the words "Corporate Seal". 

ARTICLE XVI:  AMENDMENTS 

Section 1. These By-Laws may be amended by a vote of a majority of the voting power of the Members at a regular or special meeting of the Members. Until the Association is activated, conveyance of all of the Lots subject to the Declaration as provided in the Declaration, these By-Laws may be amended by unanimous vote of the Directors. 

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.