By Laws of Holiday Isle Improvement Association, Inc.
Revised 5/04

ARTICLE I. NAME AND OBJECT OF CORPORATION

Section 1. Name. This corporation shall be known as the Holiday Isle Improvement Association, Inc., hereinafter called the Association.

Section 2. Purposes. The purposes of the Association shall be as provided in Article III of the Articles of Incorporation of the Association, as last amended.

ARTICLE II. MEMBERSHIP

Section 1. Membership. Memberships shall be established as provided in Article VI of the Articles of Incorporation of the Association, as last amended.

Section 2. Termination. Membership will terminate as set forth in Article VI of the Articles of Incorporation of the Association, as last amended, or by death of the member.

Section 3. Vote. The voting rights of members shall be as provided in Article XVI of the Articles of Incorporation of the Association, as last amended.

ARTICLE III. GOVERNMENT

Section 1. Board of Directors. The general management of the affairs of the Association shall be vested in the Board of Directors. Directors shall be those persons elected to the Board as provided in the Articles of Incorporation or in these By-Laws. There shall be no less than seven nor more than nine directors. Other than as provided below, to be elected and/or serve as a director of the Association, an individual must be a member of the Association, the designated officer of a corporate member, the designated trustee of a trust member, the designated partner of a partnership member or the designated representative of any other legal entity which is a member of the Association. Two or more representatives of any legal entity may not serve on the Board simultaneously. Notwithstanding any other provision of these By-Laws, when a director is no longer an owner of record of a sublease or fee simple interest of real estate on Holiday Isle by virtue of the sale of such interest, the Board may appoint the director to continue to serve until the next annual membership meeting only, provided that the Board determines that the immediate absence of the director would be a detriment to the Association’s interests or operations. At the next annual membership meeting, the vacancy shall be filled by election for the unexpired term by vote of the members.

Section 2. Officers. The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer, elected by the Board of Directors as provided in these By-Laws. No person shall hold more than one such office.

Section 3. President as Committee Member. The President shall be a member, ex officio, of all committees.

ARTICLE IV. MEETINGS

Section 1. Annual Meeting of Members

(a) The annual meeting of members of the Association shall be
held on the third Saturday of January of each year. Notice of the date, time and place of the meeting shall be mailed to each member at least thirty (30) days previous thereto.

(b) Special Meeting of Members. Special meetings of members may be called by the President at any time on his own initiative or by the President or Secretary upon the written request of ten (10) percent of the current membership. Notice of the meeting shall be mailed to each member no less than ten (10) days previous to the meeting, and at such special meeting there shall be considered only such business as is specified in the notice of meeting.

(c) Quorum for Members’ Meeting. At all meetings of members, either regular or special, a Quorum shall consist of five (5) percent of the total membership present in person or by proxy.

(d) Lack of Quorum. If a quorum is not present, the presiding officer shall adjourn the meeting to a day and hour fixed by him. At least ten (10) days notice of the rescheduled meeting shall be provided the members.

(e) Order of Business. At all members’ meetings, the order of
business shall be as follows:

(1) Reading of all unapproved minutes of previous meetings
for information and approval.
(2) Reports of officers.
(3) Reports of committees.
(4) Election of directors.
(5) Unfinished business.
(6) New business.

Section 2. Meetings of the Board of Directors.

(a) Mandatory Meetings. Regular bi-monthly meetings of the
Board shall be held on a date and time as set by a majority of the directors.

(b) Other Meetings. Special meetings of the Board of Directors may be called by the President on his own initiative whenever, in his judgment, it is deemed necessary, or by the Secretary upon request of a majority of the Board of Directors. Ten (10) days notice of meetings of the Board shall be sent by mail or hand delivered to all directors and shall be deemed sufficient notice of such meetings.

(c) Short Notice. If a meeting is called with less than ten (10) days notice, a waiver of notice shall be signed before such meeting by each director attending.

(d) Quorum for Board Meeting. A majority of the Board of
Directors present in person shall constitute a Quorum.

(e) Place of Board Meetings. The meetings of the Directors
shall be held on Holiday Isle or elsewhere in the City of Destin.

ARTICLE V. ELECTION OF DIRECTORS AND OFFICERS

Section 1. Election of Directors. Directors shall be elected at the annual membership meeting. Each leasehold interest or fee simple owner qualified to vote pursuant to the provisions of Article XVI of the Articles of Incorporation of the Association shall be entitled to cast one vote for each directorship to be filled and the candidates receiving the most votes shall be declared elected. In the event of a tie, the candidates who are tied shall draw straws which have been prepared and then held by the President of the Association. The candidate who draws the longest straw shall be declared to be the winner.

Section 2. Voting Method.

(a) Ballots. Voting for directors must be by written ballot which shall contain the name of each person who is a candidate and which shall state the number of directors to be elected. The names of the candidates shall be listed on the ballot in the alphabetical order of their respective surnames. Ballots shall be mailed to the members simultaneously with the notice of the annual membership meeting.

(b) Procedure. In order to be counted, each completed ballot must be delivered by hand, U.S. Mail or otherwise so that it is received by the Secretary of the Association no later than the time set for the commencement of the annual meeting. Each ballot shall be sealed inside an envelope which is identified on the outside by the word “Ballot” only. The “Ballot Envelope” shall be sealed inside another envelope which is identified on the outside with the voting member’s lot number or unit number, the printed name of the voting member and the signature of the voting member. The validity of the ballots shall be verified by the Secretary of the Association. After verification, the Secretary shall remove the inner “Ballot Envelopes” and deliver same to the Counting Committee. Upon receipt, the Counting Committee shall remove the ballots from the sealed envelope and count same. Upon completion, the Counting Committee shall report the results to the President of the Association.

(c) Counting Committee. A committee consisting of three (3) persons shall be appointed by the President of the Association to count the ballots cast for the election of directors at the annual membership meeting. No member of the Counting Committee shall be a member of the Board of Directors, a candidate for election as a director or the spouse of any such person.

Section 2. Terms of Directors. Directors shall serve three year terms. The terms of directors shall be arranged so that one-third (1/3) of the directors are elected at each annual membership meeting. If a director fails to attend three consecutive meetings, his/her seat as director may be declared vacant by the affirmative vote of a majority of the remaining directors.

Section 3. Election of Officers. The Board of Directors shall elect, from among their number, a President, a Vice President, a Secretary and a Treasurer. The meeting of the Board of Directors to elect officers shall be held immediately following the annual meeting of members. Officers shall hold office until new officers are elected.

ARTICLE VI. VACANCIES IN OFFICE

If a vacancy occurs among the officers or in the Board of Directors, the vacancy shall be filled for the unexpired term by the majority vote of the Board of Directors.

ARTICLE VII. DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Association and of the Board of Directors and shall appoint such committees as he or the Board shall consider expedient or necessary.

Section 2. Vice President. In the absence of the President, the Vice President shall perform his duties, and in the absence of both President and Vice President, the Treasurer shall preside and perform the duties of the President.

Section 3. Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors. The Secretary shall mail out all notices for meetings of the Association or the Board of Directors. The Secretary shall perform such other duties as may be required by the By-Laws, the President or the Board of Directors. The Secretary shall utilize the services of the Association and staff, as appropriate, in discharging these duties.

Section 4. Treasurer. The Treasurer shall have charge of all receipts of moneys of the Association, deposit them in the name of the Association in a bank approved by the Board of Directors, and disburse funds as ordered or authorized by the Board of Directors. The Treasurer shall keep regular accounts of receipts and disbursements, submit records when requested, and give an itemized statement at regular meetings of the Association. The Treasurer shall utilize the services of the Association Manager and staff, as appropriate in discharging these duties.

ARTICLE VIII DUTIES AND POWER OF BOARD OF DIRECTORS

Section 1. Management of Association.

(a) Board of Directors. The Board of Directors shall have general charge and management of the affairs, funds, and property of the Association. The Board shall have full power, and it shall be the Board’s duty, to carry out the purposes of the Association according to its Articles of Incorporation and these By-Laws and to administer and enforce the Protective Covenants and Restrictions.

(b) Association Manager. The Board of Directors may employ or contract for an Association Manager to manage the day-to-day operations of the Association. The duties and responsibilities of the Association Manager will be as set forth in a job description that is approved by the Board. Compensation of the Association Manager will be as set forth in an annual contract as approved by the Board of Directors.

(c) Administrative Staff. The Board of Directors may employ or contract for Administrative Staff to perform such duties as are set forth in a job description that is approved by the Board. The Administrative Staff’s day-to-day activities will be under the supervision of the Association Manager, consistent with the broad guidance of the Board of Directors.

Section 2. Execution of Instruments. The President, Vice President, Secretary or Treasurer shall, on being so directed and empowered by the Board, sign all leases, contracts, or other instruments, with the signatures of any two (2) of the above referenced officers being required. The issuance of any check upon the Association’s checking account shall require the signature of any two (2) of the above referenced officers or the signatures of any one of said officers and the signature of the Association Manager.

Section 3. Variances. The Board of Directors shall not grant variances from the requirements of the Protective Covenants and Restrictions.

ARTICLE IX. COMPENSATION OF DIRECTORS AND OFFICERS

Neither the officers nor directors, nor members serving on committees shall receive any salary or compensation for services rendered to the Association in their capacity as an officer, director or committee member, but this Article shall not preclude any member of the Board of Directors from being an employee of Holiday Isle Improvement Association, Inc.

ARTICLE X. AMENDMENTS

The By-Laws may be amended, altered or rescinded by a majority vote of the Board of Directors or by a majority vote of the members present at a regular or special meeting of the Association, provided notice of the purpose of proposed amendment has been stated in the call for the meeting.

ARTICLE XI. NOTICES

All notices to members shall be mailed to their addresses as shown on the books of the Association. Such mailing shall constitute presumptive proof of service thereof.

ARTICLE XII. OFFICIAL RECORDS

The official records of the Association shall be kept available at the Association office for inspection and/or photocopying by members or their authorized agents at reasonable times. A reasonable charge, payable upon receipt, will be made for photocopies.

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