Hernando Beach

MODIFICATION AND RESTATEMENT OF THE HBSPOA BY-LAWS

BY-LAWS OF HERNANDO BEACH SOUTH PROPERTY OWNERS ASSOCIATION. INC.

A Corporation Not-For-Profit

ARTICLE 1.

OFFICES OF THE RESIDENT AGENT

Section 1. The principal office of HERNANDO BEACH PROPERTY OWNER?S ASSOCIATION, HEREINAFTER KNOWN AS HBSPOA, shall be located % John J. Levandis, Community Management Associates, 1230 Mariner Blvd., Spring Hill, FL 34609, or at such other place as may hereafter be designated by the Board of Directors. The addressee data is subject to change by approval of the Board as necessary.

Section 2. The President of the Association shall be the resident agent upon whom process may be served. It shall be the duty of the Secretary of the Association to keep the Secretary of State of the State of Florida informed with a current address of said office together with the name of said resident agent and to timely file all reports with the Florida Secretary of State.

ARTICLE II.

MEMBERSHIP

Section 1. Each person and corporation owning the fee simple title to any of the real property located in Hernando Beach Units 13-B and 13-C, as per plats recorded in Plat Book 17, Page 70 and Plat Book 18, Page 9, respectively, shall be a member of this association upon the recording of a deed or other instrument of transfer in the Official Records of Hernando County, Florida. Membership is appurtenant to real property ownership and is divested upon the transfer of ownership of such real property.

Section 2. At all meetings of the HBSPOA membership, each platted residential lot within Hernando Beach Units 13-B and 13-C shall be entitled to one vote. In the event of ownership of a lot by more than one person, a majority interest of the ownership shall be entitled to cast the vote; in the event there is no majority interest, no vote shall be cast. Husband and wife and all other co-owners are considered one member for each lot owned.

Section 3. Annual dues and other assessments against the members shall be recommended by the Board of Directors and approved by the membership. Each home owner shall be assessed at an amount equal to eighty percent (80%) of the assessment for each vacant lot.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. There shall be a Board of Directors consisting of seven (7) Directors. No alternate or other class of Directors is permitted. Only one person from each household may serve as a Director and no persons related as spouses, parent/child or siblings can serve together as Directors. Each Director shall be elected by a majority vote of the members voting at the annual meeting of the membership and shall hold office for a term of two (2) years, except for the Board elected in 2001, where the four (4) Officers elected to office on the Board shall serve two (2) years and the remaining Directors shall serve a one (1) year term; thereafter all officers/directors will serve two (2) year terms.

Section 2. All Directors must be members of the HBSPOA in good standing. Board members shall not receive compensation from the Association in any form.

Section 3. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and management of the affairs of the HBSPOA as they deem proper, so long as the same are not inconsistent with these By-Laws, the Articles of Incorporation or the laws of the State of Florida.

Section 4. Meetings of the Board of Directors may be held at any location within a reasonable distance of the Hernando Beach South community.

Section 5. The initial meeting of the Board of Directors, for the purpose of electing officers, shall be held, in private, during the annual meeting of the members and the membership then notified of the results of that election. The notice of the date, time, and location of the annual HBSPOA membership meeting shall be mailed not less than thirty (30) days prior to the date of such meeting. The notice of the annual meeting shall include a request for nominations for the Board of Directors with all such nominations to be received by the Secretary of the Association not less than ten (10) days from the date of mailing the notice of the annual meeting. Not less than fifteen (15) days prior to the date of the annual meeting the Secretary shall mail to each member of the Association a sample ballot for the election of the Board of Directors together with an absentee ballot clearly explaining the issues to be voted on by the membership. Such absentee ballots shall have the same force and effect as a vote cast in person at the meeting. Members in good standing may vote at the annual membership meeting in person or by absentee ballot.

Section 6 a. The President, at the annual HBSPOA membership meeting, shall announce the date, time and place of monthly meetings of the Board of Directors.

b. Special meetings of the Board of Directors may be called by the President or upon the petition of not less than twenty (20) members in good standing of the HBSPOA. Notice of the date, time, location and purpose of the meeting shall be mailed not less than ten days prior to the meeting date.

Section 7. Board members may be recalled, with or without cause, at a Special Meeting called for that purpose by the President or the petition of not less than twenty (20) members. If practical, this matter can be brought before the next general meeting after due notice to the membership. The notice of the date, time, location and purpose of such meeting shall be mailed to each member not less than ten (10) days prior to the meeting. The recall vote will be effective if approved by a majority of the members voting.

Section 8. Any Director who is absent from two (2) consecutive meetings of the Board of

Directors may be removed as a member of the Board by reason of such absence; provided, however, the

Board of Directors may excuse any Director for illness, emergency or other compelling reason from attending a meeting.

Section 9. Any vacancy occurring on the Board of Directors will be filled for the unexpired term by a majority vote of the Board of Directors, as indicated in section 11 below, at a special board meeting called for that purpose or the next scheduled board meeting with due notice.

Section 10. The Board of Directors shall have the general control and management of the affairs of the HBSPOA, may authorize the execution of contracts, deeds and other instruments of conveyance or encumbrance or evidencing indebtedness, and shall have general charge and supervision over the officers of the Association. The Board of Directors shall request at least three (3) bids for all expenditures in excess of $500.00. All non-budgeted expenditures in excess of $3,000.00 must be approved by the general membership at a meeting called and noticed for that purpose in accordance with these By-Laws.

Section 11. Except as otherwise provided in these By-Laws or in the Articles of Incorporation, all decisions of the Board of Directors shall be made by affirmative vote of not less than four (4) Directors. Four (4) Directors shall constitute a quorum.

Section 12. Directors may not vote by secret ballot, proxy or other method designed to conceal the vote of the Directors.

ARTICLE IV.

OFFICERS

Section 1. The officers of this Association shall be a President, Vice President, Secretary and Treasurer or a combination Secretary/Treasurer. The officers shall be nominated and elected by the Directors (and may be removed by the Board of Directors) as indicated in Article 9, of the Articles of Incorporation. Only one person from each household may serve as a Director or an Officer of the Association. Neither the Board of Directors nor the Officers shall include persons residing together, spouses, siblings or persons related as parent and child.

Section 2. All officers must be members of the Association except the Secretary and Treasurer or a combination Secretary/Treasurer. No officer other than Secretary and the Treasurer or a combination Secretary/Treasurer shall be entitled to receive compensation from the Association in any form. The amount of reasonable compensation, if any, to be paid to the Secretary, the Treasurer or a combination Secretary/Treasurer shall be approved by the Association Membership at the Annual Meeting. The Board of Directors shall determine if the offices of Secretary and Treasurer will be separate or combined.

Section 3. The term of office of officers elected for the year 2001 and thereafter shall be for two years. In the case of an officer?s inability to serve, then such vacancy shall be filled for the unexpired term by a majority vote of the Board of Directors, at a special meeting called for that purpose or the next regularly scheduled meeting with due notice.

Section 4. The President shall preside at all meetings, call meetings whenever necessary or upon the written request of not less than twenty (20) members, shall make an annual report to the HBSPOA membership and shall be charged with the responsibility of conducting its affairs.

Section 5. The Vice President shall act for the President in Ms/her absence, shall call meetings of the Board of Directors when necessary, or when requested by the President to do so, and shall preside at such meetings.

Section 6. The Secretary shall maintain minutes of all meetings of the HBSPOA membership and the Board of Directors and shall maintain a roster of all members and their addresses with the assistance of other members. The Secretary shall also maintain records of the Corporation, including those records as provided in applicable Florida Statutes. The Secretary shall also assist the President and Vice President in their duties.

Section 7. The Treasurer shall be responsible for the maintenance of, in person or through a Property Manager, the financial records of the HBSPOA membership and collection of all dues and assessments. The Treasurer shall also maintain an account, in a bank selected by the Board of Directors, for the funds of the corporation. The Treasurer shall pay all ordinary expenses of the HBSPOA and any extraordinary expenses as approved by the Board of Directors. The Treasurer shall also make financial reports at the monthly meetings and an annual financial report at the annual meeting.

Section 8. The Board of Directors may remove any officer from office at anytime, with or without cause. An officer so removed may remain on the Board unless removed by the membership as indicated in Article III, Section 7.

ARTICLE V.

MEETINGS

Section 1. All annual meetings of the Association shall be held on the second Saturday in March at a time and place designated by the Board in a written notice to all members.

Section 2. The President may call other meetings if he deems it necessary or when requested in writing by not less than twenty (20) of the members. However, the purpose of such meeting must be stated in the notice of a meeting.

Section 3. Written notice of all monthly and special membership meetings must be mailed to all members at least ten (10) days prior to such meeting.

Section 4. a. The members present or voting at any properly called meeting of the membership shall constitute a quorum, regardless of the number, of which a majority vote is required for passage of a motion.

b. At any meeting held to consider an amendment to the Articles of Incorporation, By-Laws, or Restriction Agreements (Deed Restrictions) of the HBSPOA, a quorum shall be the number of members present, voting in person or by absentee ballot, of which a majority vote is required (See Fla Statute, Chapter 720.306).

Section 5. Members may vote at all meetings of the membership in person or by absentee ballot. Proxy voting is not allowed.

ARTICLE VI.

FINANCE

Section 1. The Rinds of the Association shall be deposited in the name of the HBSPOA in such bank or banks as the Board of Directors may from time to time designate.

Section 2. All checks, drafts, notes, bills of exchange, withdrawal requests and orders for the payment of money shall be signed by not less than two persons, at least one of whom shall be an Officer. The Board of Directors may designate persons on the Board other than the President and the Treasurer.

ARTICLE VII.

FISCAL YEAR.

The fiscal year of the Corporation shall be from April 1 of each year thru March31 of the year next following, and annual fees and assessments shall be for this fiscal year.

ARTICLE VIII.

AMENDMENTS

These By-Laws replace and supersede the prior By-Laws of Hernando Beach South Property Owner?s Association, dated April 3, 1999. A new Resident Manual in conformity with these By-Laws may be published. These By-laws may be amended as indicated in Article V, Sec 4.

ARTICLE IX.

RESTRICTIONS

Section 1. The HBSPOA and each owner of a platted lot within Hernando Beach Units 13-B

and 13-C has the right to enforce the provisions of the Restriction Agreements for Hernando Beach

Unit 13-B and 13-C as modified and restated in that certain instrument, MODIFICATION AND RESTATEMENT OF RESTRICTION AGREEMENTS FOR HERNANDO BEACH SOUTH PROPERTY OWNERS ASSOCIATION UNITS 13 B AND 13-C, recorded in Official Records of Hernando County, Florida.

Section 2. Any modification or amendment of the Restriction Agreements for the HBSPOA must comply with Article V, Section 4. (See Fla Statute 720.306)

ARTICLE X.

NON-PROFIT ORGANIZATION

The Association will not have or issue shares of stock and no dividends will be paid. No part of the income or assets of the HBSPOA will be distributed to its members, Directors or Officers, without full consideration received in exchange. The HBSPOA may not contract with members, Directors, or Officers of the HBSPOA. The Association may contract for and accept the provision of goods or services by the members without payment of any fee, consideration or remuneration.

ARTICLE XI.

DUES AND ASSESSMENTS

Section 1. When required and upon recommendation by the Board of Directors, HBSPOA is authorized to increase the annual dues by not more than the latest cost of living index. A larger increase must be approved by the membership. The membership must also approve: special assessments for maintenance, repair or restoration; and special assessments for capital improvements. Delinquent annual dues, assessments and charges, and special assessments, together with interest at the legal rate and all cost of collection, including reasonable attorney?s fees, shall be a charge upon each lot within the community and shall be a continuing lien upon such lots.

Section 2. The annual dues, assessments or charges shall be used to provide funds for the general benefits of the membership including general maintenance of the vacant lots and common areas within the community and the maintenance and repair of the boat ramp, entrance areas and conservation areas.

These By-Laws were approved and adopted by vote of the general membership on 9 MARCH 2002.