PROPOSED 2018 AMENDED BYLAWS OF PALM-AIRE AT SARASOTA UNIT NO. 7 HOMEOWNERS' ASSOCIATION, INC. a Florida corporation not-for-profit

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1 PROPOSED 2018 AMENDED BYLAWS OF PALM-AIRE AT SARASOTA UNIT NO. 7 HOMEOWNERS' ASSOCIATION, INC. a Florida corporation not-for-profit NOTE: *** NEW WORDS INSERTED IN THE TEXT ARE UNDERLINED AND WORDS DELETED ARE LINED THROUGH WITH HYPHENS*** ARTICLE I NAME AND LOCATION The name of the Corporation is COUNTRY LAKES PALM-AIRE AT SARASOTA UNIT NO. 7 HOMEOWNERS' ASSOCIATION, INC., hereinafter referred to as the "Homeowners' Association." organized and incorporated under the laws of the State of Florida for the purpose of operating and administering the Country Lakes Homeowners Association, located in Manatee County, Florida, pursuant to Chapter 617 of the Florida Statutes (the Florida Not-For-Profit Act) and Chapter 720 of the Florida Statutes (Florida Homeowners Association Act), as the same may be amended or renumbered from time to time. Chapters 617 and 720, respectively, as collectively referred to herein as the Act. The principal office of the Homeowners Association is shall be located at Dellcor Management, 310 Pearl Avenue, Sarasota FL Country Club Way, Sarasota, Florida 33580, but meetings of members and meetings of the Board of Directors may be held at such places within the State of Florida, County of Manatee County, as may be designated by the Board of Directors. ARTICLE II DEFINITIONS Section 1. "Homeowners' Association" shall mean and refer to COUNTRY LAKES PALM-AIRE AT SARASOTA UNIT NO. 7 HOMEOWNERS' ASSOCIATION, INC., its successors and assigns. Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions for PALM-AIRE AT SARASOTA UNIT NO. 7, PHASE I, according to the Plat thereof, recorded in Plat Book 20 at Pages 161 through 163, inclusive, of the Public Records of Manatee County, Florida, Phases II and III, according to the Plat thereof, recorded in Plat Book 21, Pages , inclusive, of the Public Records of Manatee County, Florida, and Phase IV, according to the plat thereof, recorded in Plat Book 22, Pages , inclusive, of the Public Records of Manatee County, Florida. As of the execution of these Bylaws, Declarant plans that the Homeowners' Association shall have responsibilities for all Phases within PALM-AIRE AT SARASOTA UNIT NO. 7. Upon the platting of additional phases by Declarant, Declarant anticipates filing additional Declarations for each phase containing provisions similar to the provisions in the Declaration filed in the Public Records of Manatee County, Florida simultaneously with the recording of these Bylaws. If such additional phases are platted (in the sole discretion of Declarant) and the plats filed of record in the Public Records of Manatee County, Florida, the "Properties" shall automatically include the real property described in subsequently filed plats for Phases 2, 3 and 4 in PALM-A1RE AT SARASOTA UNIT NO. 7. This provision for adding additional real property to the "Properties" shall be self-

2 operative and shall not require amending these Bylaws to add such additional real property to the "Properties". Section 3. "Lot" shall mean and refer to all parcels of land shown upon the recorded plat of the Properties, except the Roadway. As additional real property is added to the "Properties" as provided in Section 2 of this Article, "Lot" shall automatically include all parcels of land shown upon the subsequently recorded plats. This provision for adding additional "Lots" to the "Properties" shall be self-operative and shall not require amending these Bylaws to add additional "Lots" to the "Properties". Section 4. "Owner" shall mean and refer to the record Owner, whether one (1) or more persons or 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. As additional real property is added to the "Properties" as provided in Section 2 of this Article, "Owner" shall automatically include the record Owners of Lots set forth upon the subsequently recorded plats. This provision for adding additional Owners pursuant hereto shall be self-operative and shall not require amending these Bylaws to add additional "Owners" provided for herein. Section 5. "Declarant" shall mean and refer to FPA CORPORATION, a Delaware corporation, its designees or assigns. Section 5 6. "Declaration" shall mean and refer to the 2018 Amended Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Public Records of Manatee County, Florida, recorded simultaneously with these Bylaws. "Declaration" shall automatically mean those additional Declaration of Covenants, Conditions and Restrictions which are recorded by Declarant in the Public Records of Manatee County, Florida which encumber additional phases in PALM-AIRE AT SARASOTA UNIT NO. 7 as provided in Section 2 of this Article. This provision for including additional Declarations of Covenants, Conditions and Restrictions in the definition of "Declaration" shall be self-operative and shall not require amending these Bylaws to add additional Declarations of Covenants, Conditions and Restrictions as provided herein. Section 6 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation of this Corporation. Section 7 8. "Institutional Mortgagee" shall mean and refer to the owner and holder of a mortgage encumbering a Lot which owner and holder of said mortgage shall be either a bank, life insurance company, federal or state savings and loan association, real estate or mortgage investment trust, or federal or state agency, or the Declarant. - 2 of 12 -

3 ARTICLE III MEETING OF MEMBERS Section 1. The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Homeowners' 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 at the hour of 8:00 p.m. 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. at such date, time and place designated by the Board of Directors from time to time, provided that there shall be annual meeting every calendar year and, to the extent possible, no later than twelve (12) months after the preceding annual meeting. The purpose of the annual meeting shall be to elect Directors and to transact any other business authorized to be transacted by the Members. 1.1 Order of Business. The order of business at annual Members meetings and, as far as applicable at all other Members meetings, shall be: Call to order by the President; a. At the discretion of the President, appointment by the President of a Chairman of the meeting (who need not be a Member or a Director); b. Call of the roll or determination of quorum; c. Proof of Notice; of election; d. Appointment by the President (or chairman) of inspectors e. Election of Directors; meeting; f. Reading or disposal of minutes of the last Members g. Reports of Officers; h. Reports of Committees; i. Unfinished business; j. New Business Designated on Agenda; k. Adjournment. 1.2 The President shall preside over all membership meetings. In his absence, a Vice President shall preside, or in the absence of both, the membership shall select a Chairman (who doesn t need to be a Member or a Director); provided that the Board may designate agents of the Association (including but not limited to association legal counsel or the association s manager) as Chairman. - 3 of 12 -

4 1.3 Minutes. Minutes of all meetings of Members and of the Board of Directors shall be kept in a businesslike manner and available for inspection by Members or their authorized representatives and Board members at reasonable times and for a period of seven (7) years after the meeting. Minutes must be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes. 1.4 Action without a Meeting. Anything to the contrary herein notwithstanding, to the extent lawful, any action required to be taken at any annual or special meeting of Members, or any action which may be taken at any annual or special meeting of such Members, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing setting forth the action so taken shall be signed by the requisite number of Voting Interests to approve the action. Section 2. 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 membership. Section 3. 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 at least fourteen (14) fifteen (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 Homeowners' Association, or supplied by such Member in writing to the Homeowners' Association for the purpose of notice. Electronic ( ) notice is permitted where a Member has consented in writing to receive notice by and provides the Association with an address. Any Member may revoke the right to receive electronic notice by submitting a written notice of revocation to the Association. 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. Notice must also be posted continuously upon the Common Areas for not less than 14 days before the meeting. Proof of notice shall be given by affidavit. The notice shall include an agenda, proxy (for voting on matters other than for Directors) and other information as determined by the Board. The notice shall also include instructions regarding mailing or hand delivery of the proxies to the Secretary and shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Each voting Member shall register his name and address with the secretary of the Association. Section 4. A quorum of the Members shall consist of 20% of the total voting interests. 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 of Covenants, Conditions and Restrictions, or these Bylaws. Those Members whose voting rights are suspended pursuant to the terms of the Governing Documents and/or Florida Law shall be subtracted from the required number of votes in any calculation for purposes of determining whether a quorum is - 4 of 12 -

5 present during the period of suspension. Such Voting Interests shall likewise be subtracted from the required number of votes when calculating any required vote as set forth in the Governing Documents or the Act. After a quorum has been established at a Members meeting, the subsequent withdrawal of any Members, so as to reduce the number of Voting Interests represented below the number required for a quorum, shall not affect the validity of any action taken at the meeting before or after such persons leave. If however, such a 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. Any meeting that has been convened may be recessed and reconvened from time to time by a majority vote of the membership. Section 5. 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. ARTICLE IV BOARD OF DIRECTORS - SELECTION - TERM OF OFFICE Section 1. The affairs of the Homeowners' Association shall be managed by a Board of not more than nine (9) directors, who must be need not be Members of the Homeowners' Association. The exact number of directors shall be determined each year by Board resolution. When a Lot is held in trust, grantors, trustees and beneficiaries of trusts (provided that the beneficiaries reside in the Dwelling Unit), and the spouses of such persons, shall be eligible for Board membership. If a grantor, trustee or beneficiary of a trust, or the spouse of such person, seeks candidacy and such person is not identified on the deed to the Lot as the grantor, trustee or beneficiary of the trust, a copy of the trust document, affidavit of trust or abstract of trust prepared by a licensed attorney must be provided to the Association at least thirty-five (35) days prior to the date of the annual meeting. The trust document can be redacted to keep financial information confidential; however, the document must clearly indicate the grantor, trustee and the beneficiaries of the trust. No two individuals from the same Lot shall be eligible to serve on the Board at the same time, unless they own more than one Lot, in which case eligibility is limited to one Director per Lot. Section 2. Directors shall serve At the first annual meeting, the members shall elect a minimum of three (3) directors for a term of one (1) two (2) years. At each annual meeting thereafter, the members shall elect a minimum of three (3) directors for a term of one (1) year. Section 3. Any director may be removed from the Board of Directors with or without cause, by a majority vote of the Members. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board of Directors and shall serve for the unexpired term of his predecessor. A director who is more than ninety (90) days delinquent in the payment of any financial obligation to the Association, or a director who is convicted of a felony in any state, shall become ineligible for Board service on the date of such disqualification, delinquency or conviction, and his seat shall be deemed vacated as of that - 5 of 12 -

6 date. Any Director may resign his office at any time, in writing (including ) addressed to any other Director, the manager or management company, Association legal counsel, or the Association s registered agent, and such resignation shall take effect from the time of its receipt by such person, unless some later time be fixed in the resignation, and then from that date. Resignations need not be accepted by the Board and cannot be rescinded after being given, even if not effective until a later date. Section 4. No director shall receive compensation for any service he may render to the Homeowners' Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5. The directors shall have the right to take an action in the absence of a meeting which they could take at a meeting by obtaining the 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. Nomination for election to the Board of Directors shall be made by a Nominating Committee at least 40-days prior to the date of the annual Members meeting. Nominations may also be made from the floor at the annual meeting are not permitted. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Homeowners' Association. at least three (3) Members who shall not be a member of the Board of Directors or the spouse of any Board Member. 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 nominations 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. Such nominations shall may be made from among the Members or non-members. In addition, Members may submit to the Association a written notice of intent to become a candidate. However, such written notice of intent must be delivered to the Association no later than forty (40) days prior to the annual Members meeting. Not less than fourteen (14) days prior to the annual Members meeting, the Association shall send a Notice of Annual Meeting to all Members, along with an election ballot for the election of Directors, a ballot envelope, an outer envelope, a proxy for other voting matters and any other documents in the Board s discretion. The election ballot shall contain the names of all candidates nominated by the Nominating Committee and those who have timely submitted a written notice of intent, listed in alphabetical order by surname. If a voter checks off the names of more candidates than the number of Directors to be elected, the election ballot shall not be counted for the election. Section 2. 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 - 6 of 12 -

7 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 MEETING OF DIRECTORS Section 1. An organizational annual meeting of the Board of Directors, for the purpose of electing officers, shall be held within ten (10) days of the annual Members meeting or as soon thereafter as is reasonable. at the principal office of the Corporation on the 1st Wednesday of December of each year. Should said 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. Regular meetings of the Board of Directors shall be held on such dates and at such place and hour as provided by appropriate resolution of the Board of Directors. Section 2. Special meetings of the Board of Directors shall be held when called by the President of the Homeowners' Association, or by any two (2) directors, after not less than three (3) days' notice to each director. Section 3. 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 of Directors. Section 4. All Board meetings shall be open to the Members, except for: a. Meetings between the Board and the Association s attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege; b. Meetings regarding personnel matters; c. Such other meetings permitted to be closed by the Act. 4.1 Notice. Notices of all Board meetings shall be posted in a conspicuous place on the Association Property at least 48 hours in advance, except in an emergency. Assessments may not be levied at a Board meeting unless the Notice of the Meeting includes a statement that Assessments will be considered and describes the nature of the Assessments. 4.2 Member Participation. Members have the right to speak, for at least three (3) minutes, on any matter that is placed on the Board meeting agenda or is considered by the Board at a meeting. The Board may adopt reasonable, written rules governing the rights of Members to speak and governing the frequency, duration, and other manner of Member statements, which rule must be consistent with the minimum requirements of Section (2) (b) of the Act. Any Owner may digitally record or videotape meetings of the Board and meetings of the members, but may not post such recordings - 7 of 12 -

8 on any website or other media which can readily be viewed by persons who are not Members of the Association. The Board of Directors may adopt reasonable rules governing the taping of meetings of the Board and the membership. Minutes of all meetings of the Members and of the Board shall be reduced to written form within 30 days after the date of the meeting to which they relate. Section 5. Directors may not vote by proxy or secret ballot at board meetings, except that secret ballots may be utilized in the election of officers. A vote or abstention from voting for each Director present at a meeting shall be recorded in the minutes. Directors may not abstain from voting except in a conflict of interest and that conflict must be stated. Section 6. The provisions of this paragraph governing the calling and holding of Board meetings shall also apply to the meetings of any committee or other similar body appointed by the Board or elected by the Members to which the Board has delegated its decision-making powers and shall also apply to any such body vested with the power to approve or disapprove architectural or landscaping changes within the Community. ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. The Board of Directors shall have the power to: (a) Adopt and publish rules and regulations governing the implementation and enforcement of the provisions of the Declaration of Covenants, Conditions and Restrictions, and to establish penalties for the infraction thereof; (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 Board of Directors. 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 Homeowners' Association all powers, duties and authority vested in or delegated to the Homeowners' Association as set forth in Chapters 617 and 720, Florida Statutes and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration of Covenants, Conditions and Restrictions; (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; Levy fines against any Member, or his/her tenant, guest, invitee, licensee, or other person occupying a Lot for failure or refusal to comply with any provision of the Association s Governing Documents (including the rules and regulations). No fine may be imposed without written notice to the person sought to be fined or suspended and an opportunity for a hearing before a committee of at least three (3) Lot Owners appointed by the Board, none of whom are officers, directors or employees of the Association, or the spouse, parent, child, brother or sister of any officer, director or employee. If the committee by majority vote, which may be - 8 of 12 -

9 taken by secret written ballot, does not approve a proposed fine or suspension, it may not be imposed. No fine may exceed one hundred dollars ($100) per violation. However, a separate fine may be levied for each recurrence of the alleged violation for each day during which the violation continues, provided no fine shall in the aggregate, exceed two thousand dollars ($2,000). The provisions of this paragraph related to fines or suspension do not apply to any late payment fee or other financial penalty imposed upon any Lot Owner on account of the failure of the Lot Owner to pay any amount or other financial charge when due. The Association shall have a lien for any such unpaid fine of $1,000 or more and may take such action to collect such lien in the manner of any other Assessment as provided in the Declaration; and (e) Employ a manager, an independent contractor, or such other employees as it deems necessary, and to prescribe their duties and compensation. Section 2. 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 Class A members who are entitled to vote; (b) Supervise all officers, agents and employees of the Homeowners' Association, and see that their duties are properly defined and performed; (c) As more fully provided in the Declaration, to: (i) Fix the amount of any special assessment levied against any Member pursuant to the Declaration and Articles of Incorporation; and (ii) Send written notice of each assessment to every Owner subject thereto; (iii) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date, or to bring an action 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) Cause all officers or employees having fiscal responsibilities to be bonded, as required by Section (5), Florida Statutes as it may deem appropriate; and - 9 of 12 -

10 (f) Cause the Declaration to be enforced as deemed appropriate by the Board. ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. The officers of the Homeowners 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. 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. The officers of the Homeowners' Association shall be elected annually by the Board and each shall hold office for one (1) year two (2) years unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. The Board may elect such other officers as the affairs of the Homeowners' 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. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time without cause by the Board, by 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. 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 replaces. Section 7. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one (1) of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. The duties of the officers are as follows: (a) President: 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. (b) Vice President: 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. (c) Secretary: 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 Homeowners - 10 of 12 -

11 Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; appropriate current records showing the members of the Homeowners Association together with their addresses, and shall perform such other duties as required by the Board. (d) Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Homeowners Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Homeowners Association; keep proper books of account; cause an annual audit of the Homeowners 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 of each to the members. ARTICLE IX COMMITTEES The Board may appoint a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. No more than two (2) directors may serve on any committee. The duties of the Committee shall be determined by the Board, which may be amended from time to time by the Board. All committees and committee members serve solely at the pleasure of the Board of Directors. Each Committee shall have as its chairman a member of the Board of Directors. ARTICLE X BOOKS AND RECORDS The Association shall maintain and make available to its Members all of the official records in accordance with Section (4), Florida Statutes (2017), as the same may be amended or renumbered from time to time. The official records shall be open to inspection and photocopying by Members or their authorized representatives at reasonable times and places within ten (10) business days after receipt of a written request for access, except for those records which are not available for inspection pursuant to Section (5) (c) 1-7, Florida Statutes, as the same now exists or may be amended or renumbered from time to time. The Board of Directors may adopt reasonable written rules governing the frequency, time, location, notice and manner of inspections, requiring a proper purpose, and imposing reasonable fees to cover the costs of providing access to the records, including without limitation the costs of copying. The books, records and papers of the Homeowners Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration of Covenants, Conditions and Restrictions, the Articles of Incorporation, and the Bylaws of the Homeowners Association shall be delivered to Lot Owners at the time title passes from the Declarant to the original purchaser from the Declarant of 12 -

12 ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each Member is obligated to pay to the Homeowners Association, 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 a late charge of $25.00 or 5% of the amount of each installment which is paid past the due date, whichever is greater. FIFTY DOLLARS ($50.00) per month from the due date, and The Homeowners' Association may bring an action against the Owner personally obligated to pay same, or foreclose the lien against the property, and interest, costs and reasonable attorneys' fees of any such action shall be added to the amount. The liability for Assessments may not be avoided by waiver of membership in the Homeowners' Association or by abandoning the Lot for which the assessment is made. ARTICLE XII CORPORATE SEAL To the extent required by law, the Homeowners Association shall have a seal in circular form having within its circumference the words: "COUNTRY LAKES PALM-AIRE AT SARASOTA UNIT NO. 7 HOMEOWNERS' ASSOCIATION, INC., A CORPORATION NOT-FOR-PROFIT, 1981". ARTICLE XIII AMENDMENTS Section 1. These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of fifty-one percent (51%) of the entire membership. These Bylaws may not be amended as herein provided without the consent of all Institutional Mortgagees having any interest in any Lot. Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration of Covenants, Conditions and Restrictions, and these Bylaws, the Declaration shall control. ARTICLE XIV MISCELLANEOUS The fiscal year of the Homeowners' 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. ACTIVE: of 12 -