Section 1. Membership.
Every person or entity who or which is an Owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association shall be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest in a Lot in the Project merely as security for the performance of an obligation.

Section 2. Voting Rights .
The Association shall have two (2) classes of voting Membership, as follows:

Class A.
Class A Members shall be all Owners with the exception of the Declarant, and shall be entitled to one (1) 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 the Owners among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot.

Class B.
The Class B Members shall be the Declarant, and shall be entitled to three (3) votes for each Lot owned in the Project upon which Declarant is then paying the appropriate monthly assessments provided for herein below. The Class B Membership shall cease and be converted to Class A Membership upon the happening of any of the following events, whichever occurs first:

A. Such time as the total votes outstanding in the Class A Membership
equal the total votes outstanding in the Class B Membership; or

B. Not later than the fourth anniversary of the recordation of the
Declaration for the Project.

Section 3. Voting.
Voting may be viva voce or by ballot; provided, however, that all elections for Directors shall be by secret written ballot. If a quorum is present, except with respect to the election of Directors, the affirmative vote of the majority of each class of Membership represented at the meeting and entitled to vote on such matters shall be deemed the act of the Members, unless the vote of a greater number is required by the Declaration or the Bylaws. Every Member entitled to vote at any election for Directors shall have the right to cumulate his votes, provided no Member shall be entitled to cumulate votes for a candidate or candidates unless such candidate's name or candidates' names have been placed in nomination prior to the voting and the Member has given notice at the meeting prior to the voting of the Member's intention to cumulate votes. If any one Member has given such notice, all Members may cumulate their votes for candidates in nomination. Under cumulative voting, a Member may give one candidate a number of votes equal to the number of votes to which his interest is entitled, or distribute his votes on the same principle among the various candidates as he may see fit. The candidates receiving the highest number of votes entitled to be voted for them, up to the number of Directors to be elected, shall be elected. Unless the entire Board of Directors is removed from office by the vote of the Members of the Association, no individual Member of the Board of Directors shall be removed prior to the expiration of his term of office, if the number of votes cast against his removal would be sufficient to elect the governing body Member, if voted cumulatively at an election at which the same total number of votes were cast and the entire number of governing body Members authorized at the time of the most recent election of the governing body Member were then being elected. If any or all of the Directors are so removed, new Directors may be elected at the same meeting.
So long as the majority of voting power resides in the Declarant no less than
twenty percent (20%) of the incumbents on the Board of Directors shall have been elected solely by the votes of the Owners other than the Declarant. A Director who has been elected to office solely by the votes of Members of the Association other than the Declarant, may be removed from office prior to the expiration of his term of office only by the vote of at least a simple majority of the voting power residing in Members other than the Declarant.

Section 4. Vesting of Voting Rights.
The voting rights attributed to any given Lot in the Project as provided for herein, shall not vest until the assessments provided for herein below have been levied by the Association against said Lot.
Section 5. Transfer.
The Association Membership held by any Owner of a Lot shall not be transferred, pledged, or alienated in any way, except upon the sale or encumbrance of such Lot. In the event of such sale or encumbrance, the Association Membership may only be transferred, pledged or alienated to a bona fide purchaser of the Lot, or to the Mortgage (or third-party purchaser) of such Lot upon a foreclosure sale.Any attempt to make a prohibited transfer is void, and will not be reflected upon the books and records of the Association.