By Laws

1. NAME:

The name of the corporation shall be Harbor Heights Property Owners Association, Inc.

2. MEMBERSHIP:

All owners of lots within Harbor Heights Subdivision, a subdivision of record in Camden County, Missouri, shall be members of the Association,

DEFINITIONS

1. "Association"

shall mean the Harbor Heights Property Owners Association.

2. "Subdivision"

shall mean Harbor Heights Subdivision..

3. "Board of Directors"

shall mean the Board of Directors of Harbor Heights Property Owners Association, Inc.

4. "Director"

shall mean each member of the Board of Directors, duly appointed or elected as provided in the Declaration or these Bylaws.

5. "Member"

shall mean each owner of a lot within the Subdivision, or in the event that fee simple absolute to any Lot is shared among more than one person, that individual designated by such co-owners to cast the vote for that Lot, as provided in these Bylaws.

6. "Article"

shall mean the Articles of 'Incorporation of Harbor Heights Property Owners Association, Inc.

7. "Area of Common Responsibility"

shall mean those areas the maintenance, repair, or replacement of which are the responsibility of the Association.

8. "Officer"

shall mean an officer of the Association, duly elected and holding office in accordance with the Bylaws.

A. PLACE OF MEETINGS.

Meetings of the Association shall be held at such place within the City of Osage Beach, State of Missouri as the Board of Directors may determine.

B. ANNUAL MEETINGS.

The first meeting of the Association shall be held during the month of July in the year following the incorporation of the Association. Thereafter, the annual meeting of the Association shall be held during the month of July of each succeeding year, At such meetings a Board of Directors shall be elected by ballot of the Members in accordance with the requirements of Section A of Article III of these Bylaws. The Owners may also transact such business as May properly come before them.

C. SPECIAL MEETINGS.

The President may call a special meeting of the Members upon his own initiative or as directed by resolution of the Board of Directors or upon receipt of a petition signed by at least two-thirds (2/3) of the members. The nature of any special meeting shall state the time and place of such meeting and the purpose thereof, No business except as stated in the notice shall be transacted at a special meeting unless by consent of a majority of the Members present, either in person or by proxy. Any such meetings shall be held at such place and time as the President determines within thirty (30) days after receipt by the President of such resolution or petition.

D. NOTICE OF MEETINGS.

The Secretary shall mail or deliver a: notice of each annual or special meeting, stating the purpose thereof as well as the time and the place it is to be held, to each Member, at least ten (10) days but not more than thirty (30) days prior to such meeting. The mailing of a notice in the manner provided in this Article or the delivery of such notice shall be considered notice served.

E. WAIVER OF NOTICE.

Notice of meetings, as provided for hereinabove, may be waived by a Member by signing a written . waiver of such notice, either at the time of the meeting or

within ten (10) days thereafter and delivering said written waiver to the Secretary within teri (10) days immediately following the meeting.

F. ADJOURNMENT OF MEETINGS.

If any meeting of Members cannot be organized because a quorum has not been attended, the Members who are present, either in person or by proxy, may adjourn the meetings from time to time, until a quorum is obtained.

G. PROXIES.

A Member may delegate to another Member, but not to any other person, his right to vote concerning any matter brought before the Members at an Annual Meeting or Special Meeting. The written proxy shall be delivered to the Secretary no later than the call to order of the meeting for which said proxy is valid.

H. VOTING.

Each Member shall be entitled to one vote for each lot or parcel said Member owns within the Subdivision, except that where title to one or more lots or parcels is held jointly by one or more persons, whether as tenants in common, joint tenants, or tenants by the entirety, one person shall be designated by said joint owners to cast one vote for each such jointly owned parcel.

I. QUORUM.

Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of one-third (1/3) 06 the Members shall constitute a quorum at all meetings of the Association. In the event a quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required - quorum at the first meeting. No such subsequent meeting shall be held more than sixty (60) days following the original meeting. Any provision in the Declaration concerning quorums is specifically incorporated herein.

J. CONDUCT OF MEETINGS.

The order of business at all meetings of unit owners shall be as follows:

1. Roll call and certifying proxies.

2. Proof of notice of meeting or waiver of notice.

3. Reading and disposal of unapproved minutes.

4. Reports of officers,

5. Reports of committees.

6. Election of Directors, if any.

7. Unfinished business.

8. New business.

9. Adjournment.

A. ELECTION AND TERM OF OFFICE.

At the first meeting of the membership and at each annual meeting of the membership thereafter, Directors shall be elected. The initial terms of the Directors shall be fixed at the time of their election. The term of one Director shall be fixed at one (1) year, the term of one Director shall be fixed at two (2) years; and the term of one Director shall be fixed at three (3) years. At the expiration of the original term of office of each respective member of the Board of Directors, a successor shall be elected to serve for a term of three (3) years. The members of the Board of Directors shall hold office until their respective successors shall have been elected by the Association.

Following appointment of the first Board, vacancies in the Board of Directors by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association. In no event shall this provision be construed to limit or prevent the Developer from exercising his functions, duties powers, abilities and privileges as specified by the Declaration.

At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a majority of the owners, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. Should any Member of the Board cease to be an Owner of a lot, such Member's term of office shall automatically terminate.

B. MEETINGS.

1. ORGANIZATION MEETING.

The first meeting of a newly elected Board of Directors following the annual meeting of the membership shall be held within ten (10) days after said annual meeting, at such place as shall be fixed by the Board at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, providing a majority of the Board shall be present.

2. REGULAR MEETINGS.

Regular meetings of the Board of Directors may be held at Such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one such meeting shall be held semiannually. Notice of regular meetings of the Board of Directors shall be given to each Director, either personally or by mail or by telephone, at least seven (7) days prior to the date named for such meeting.

3. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given either personally or by telephone, which shall state the time, place and purpose of such meeting. Special meetings of the Board of Directors shall be called by the President or the Secretary, in the manner set forth in the preceding paragraph, on the written request of two Directors.

4. WAIVER OF NOTICE.

Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place of such meeting. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

5. QUORUM.

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. The majority of those present may adjourn the meeting from time to time to be reconvened within a thirty (30) day period and any business which might have been transacted at the meeting as originally called may be transacted without further notice.

6. COMPENSATION.

No Director shall receive any compensation for acting as a member of the Board of Directors.

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C. POWERS AND DUTIES.

1. GENERAL:

The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and as provided by law and may do all acts and things as are not by these Bylaws directed to be done and exercised exclusively by the members. The Board shall have the power to adopt rules and regulations deemed necessary and to impose sanctions for violation thereof, including, without limitation, fines which may be collected as provided in the Declaration for assessments. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to, and be responsible for, the following in way of explanation but not limitation:

1. Preparation and adoption of an annual budget, in which there shall be established the contribution of each unit owner to the common expenses.

2. Making assessments to defray the common expenses, establishing the means and methods of collecting such assessments. Unless otherwise determined by the Board of Directors, the annual assessment against the proportionate share of the common expenses shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month for said month

3. Providing for the operation, care, upkeep, maintenance of the Area of Common Responsibility.

4. Designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association property, the Area of Common Responsibility and, where appropriate, providing for the compensation of such personnel and for the purpose of equipment, supplies, and material to be used by such personnel in the performance of their duties.

5. Collecting the assessments, depositing the proceeds thereof in the bank depository which it shall approve, and using the proceeds to administer the Association.

6. Making and amending rules and regulations.

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7. Opening of bank accounts on behalf of the Association and designating the signatories required.

8. Making, or contracting for the making of, repairs, additions, and improvements to, or alterations of, the Area of Common Responsibility and/or Residential Units in accordance with other provisions of the Declaration and these Bylaws, after damage or destruction.

9. Enforcing the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and prosecuting and defending any proceedings which may be instituted on behalf of or against the Owners concerning the Association.

10. Obtaining and carrying insurance against liabilities, as provided in the Declaration, and paying the premium cost thereof.

11. Paying the cost of all services rendered to the Association or its members and not chargeable to Owners.

12. Keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the unit owners and mortgagees, their duly authorized agents, accountants, or attorneys, during general business hours on working days at the times and in the manner that shall be set and announced by the Board of Directors for the general knowledge of the unit owners. All books and records shall be kept in accordance with generally accepted accounting practices.

2. CAPITAL BUDGET AND CONTRIBUTION.

The Board of Directors shall annually prepare a capital budget, The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The capital contribution required shall be fixed by the Board and included within the budget and assessment as provided in Section 4 of this Article. A copy of the capital budget shall be distributed to each member upon receipt by the Board of a written request therefore.

3. SPECIAL ASSESSMENTS.

If the assessment proves inadequate for any year, the Board may at any time levy a special assessment against all owners; provided, however, that prior to becoming effective, any special assessment shall be approved by the affirmative vote of two-thirds (2/3) of those present, in person or by proxy; at a special of annual meeting of the members, notice of which shall specify that purpose.

4. NOTICE OF MEETINGS.

Written notice of any meeting called for the purpose of taking any action authorized under Section 4 of Section 5 of this Article shall be sent to all members not less than twenty-one (21) days in advance of the meeting.

5. EFFECT OF NONPAYMENT OF ASSESSMENTS.

A notice of an annual assessment shall be sent to all members in January of each year. Payment shall be due in full within ninety days (90) following the due date of January 31. If the assessment is not paid within the 90 days, a lien as herein provided for shall attach and the Board of Directors shall Record in the office of the Recorder of Deeds at Camden County, Missouri a Notice of Lien in form to be approved by the Board. The lien provided for in this Article shall be in favor of the Association and shall be for the benefit of all other Members. No Member may waive or otherwise escape liability for the assessments provided for herein, including by way of illustration but not limitation, abandonment of his or her Lot. In addition to the aforementioned if the assessed member becomes delinquent the account will be charged interest at the rate of one and one/half percent per month for each and every month shall be added to the delinquent assessment until the amount is paid in full. If after a reasonable amount of time, the assessments and interests are not paid, the Association, may, as the Board shall determine, institute suit to collect such amounts, Each member, by his or her acceptance of a deed to a lot, vests in the Association or its agents the right and power to bring all actions against him or her personally for the collection of such charges as a debt.

6. BORROWING.

The Board of Directors shall have the power to borrow money for the purpose of repair or restoration of the Area of Common Responsibility without the approval of the members of the Association; provided, however, that the Board shall obtain membership approval in the same manner as for Special assessments in the event that the proposed borrowing is for the purpose of modifying, improving, or adding amenities, and the total amount of such borrowing exceeds or would exceed outstanding debt at any one time.

7. WAIVER.

The mission or failure of the Association or any member to enforce the Covenants, conditions, restrictions, easements, uses, limitations, obligations or other provisions of the Declaration or By-Laws, or any rules and regulations adopted pursuant thereto, shall not constitute or be deemed a waiver, modification or release thereof, and the board of Directors, or the Managing Agent, if any, shall have the right to enforce the same thereafter.

1. DESIGNATION.

The officers of the Board of Directors (and the Association) shall be a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors, and such assistant officers as the Board of Directors shall, from time to time, elect. Such officers must be members of the board of Directors, and shall be owners of a lot in the subdivision, of the Developer or his representative(s). The offices of President and Treasurer may be held by the same person, and the offices of Vice-President and Secretary may be held by the same person.

2. ELECTION AND REMOVAL.

The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

3. POWERS AND DUTIES.

The President shall be the chief executive officer of the Association. He shall have all of the general powers and duties which are usually vested in the office of President of an association, including but not limited to the power to appoint committees from among the members from time to time as he way, in his discretion, decide is appropriate to assist in the conduct of the affairs of the Association of as may be established by the Board or by the members of the Association at any regular or special meetings.

The Vice-President shall have all the powers and authority to perform all the functions and duties of the President, in the absence of the President, or his inability for any reason to exercise such powers and functions or perform such duties,

The Secretary shall keep all the minutes of the meetings of the Board of Directors and the minutes of all meetings of the Association; shall have charge of such books and papers as the Board of Directors may direct; and shall, in general, perform all the duties incident to the office of Secretary and as provided in the Declaration and the By-laws. The Secretary shall compile and keep up to date at the principal office of the Association a complete list of members and their last known addresses as shown on the records of the Association. Such list shall also show opposite each member's name the appropriate designation of the lot owned by such member. Such a list shall be open to inspection by members and other persons lawfully entitled to inspect the same reasonable times during regular business hours.

The Treasurer shall have responsibility for Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors. In the event a Managing Agent has the responsibility of collecting and disbursing funds, the Treasurer shall review the accounts of the Managing Agent not less often than once each six months.