Section 1. The name of this organization shall be CARRIAGE WAY PROPERTY OWNERS ASSOCIATION.

Section 1. The object of the Association is to promote the welfare of the residents and owners of properties described in the CARRIAGE WAY PROPERTY OWNERS ASSOCIATION DECLARATION and to conduct such business as may be in the interest of the maintenance and preservation of the common good.

Section 1. Members shall be made up of those persons or corporations who own improved lots within the District. Non-payment of dues shall result in automatic loss of vote.

Section 1. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by members to a two-year term. The officers may serve only two terms in succession in the same office. The officers shall have powers customary for their offices in parliamentary bodies except as may be otherwise stated.

Section 2. The Board of Directors shall be composed of the officers and seven additional members -- one member shall be a representative of the owners of the multi-family area. The President shall also serve as Chairman of the Board and shall preside at all meetings. The additional members of the Board shall be elected annually and shall not serve more than three years in sequence. At Board meetings, six members shall constitute a quorum. Simple majority shall rule.

Section 3. Election of officers and directors shall be in December of each year. The officers shall provide the membership with a means for electing by secret ballot, voice vote, or show of hands the officers and directors for the following year. This election will be planned so that the newly elected officers and directors can take office on January 1st. Election to any office will be by simple majority.

Section 1. The annual assessment and collection of dues shall be accomplished in accordance to the principles outlined in Section II of the DECLARATION, which provides for the maintenance and preservation of such matters as have been deemed for the common good. The General Operating Fund dues or assessment as determined at the Annual Meeting shall be based on a one to one ratio for single family residences and a four to one ratio for apartments or condominiums.

Section 1. The President shall call a General Membership Meeting in December of each year. This meeting shall be known as the Annual Meeting and shall he for the purpose of electing officers and a Board of Directors, approval of a budget and any other business as shall be deemed germane. Not less than ten (10) days prior to the Annual Meeting the President (or the Secretary with the approval of the President) shall mail or deliver to the members of the Association a call to the aforesaid meeting. A quorum shall consist of at least one-fourth of the members in good standing at the time of the meeting. Each member shall be entitled to one vote. No voting by proxy shall be permitted.

Section 2. Not less than ten (10) days prior to the Annual Meeting the officers of the Association shall mail or deliver to the members of the Association a budget setting forth anticipated expenditures for the coming year. A majority of the members present at the Annual Meeting shall have the power to approve any such budget for

any such year.

Section 1. The President shall appoint those committees necessary to effectively carry out the objectives of the Association. A committee chairman may appoint committee members to assist him. Committees shall serve for the full period of the President's term.

Section 2. A committee whose task requires the expenditure of Association funds shall not proceed with such expenditures until a budget is set and agreed to by the President.

Section 1. The By Laws may be amended by two-thirds vote of those present at any regular membership meeting where a quorum is in attendance, provided notice of such amendment is specified in the call for the meeting.