From: Subject: Date: Sun, 5 Dec 2004 21:31:28 -0600 MIME-Version: 1.0 Content-Type: text/html; charset="iso-8859-1" Content-Transfer-Encoding: quoted-printable Content-Location: file://C:\Documents and Settings\Owner\My Documents\Port Royale\BY-Laws.htm X-MimeOLE: Produced By Microsoft MimeOLE V6.00.2900.2180
BYLAWS OF THE HARBOR AT PORT ROYALE

CONDOMINIUM OWNERS ASSOCIATION, INC.

ARTICLE I

INTRODUCTORY PROVISIONS

1.1 APPLICABILITY. These Bylaws provide for the = governance=20 of The Harbor at Port Royale Condominium Owners Association, Inc., = pursuant to=20 the requirements of the Uniform Condominium Act of the State of Missouri = with=20 respect to the Condominium created by the recording of the Declaration = with the=20 Office of the Recorder of Deeds of Camden County, Missouri, at Book = ____, Page=20 ____.

1.2 DEFINITIONS.

1.2.1 Capitalized terms used herein without = definition=20 shall have the meanings specified for such terms in the Declaration to = which=20 these Bylaws pertain or, if not defined therein, the meanings specified = or used=20 for such terms in the Act.

1.2.2 The following terms when used herein shall = have the=20 meanings set forth below:

(a) "Declarant Control Period" shall mean the period = of time=20 during which Developer retains control of the Association pursuant to = paragraph=20 32 of the Declaration to which these Bylaws pertain.

(b) "Percentage Interest" shall mean the undivided = percentage=20 of interest in the Common Elements appurtenant to a Unit or Units.

1.3 COMPLIANCE. Pursuant to the provisions of the = Act,=20 every Unit Owner and all persons entitled to occupy a Unit shall comply = with=20 these Bylaws.

1.4 OFFICE. The office of the Condominium, the = Association,=20 and the Executive Board shall be located at the Property or at such = other place=20 as may be designated from time to time by the Executive Board.

ARTICLE II

THE ASSOCIATION

2.1 COMPOSITION. The Association shall consist of = all of=20 the Unit Owners acting as a group in accordance with the Act, pursuant = to the=20 Declaration and these Bylaws. The Association shall have the = responsibility of=20 administering the Condominium, establishing the means and methods of = collecting=20 assessments and charges, arranging for the management of the Condominium = and=20 performing all of the other acts that may be required or permitted to be = performed by the Association pursuant to the Act and the Declaration. = The=20 foregoing responsibilities shall be performed by the Executive Board or = Managing=20 Agent as more particularly set forth in these Bylaws.

2.2 ANNUAL MEETINGS. The annual meetings of the = Association=20 shall be held on the first Sunday of November of each year. At such = annual=20 meetings the Executive Board shall be elected by ballot of the Unit = Owners in=20 accordance with the requirements of Section 3.3 of these Bylaws (subject = to=20 Paragraph 33 of the Declaration), and such other business as may = properly come=20 before the meeting may be transacted.

2.3 PLACE OF MEETINGS. Meetings of the = Association shall be=20 held at the principal office of the Association or at such other = suitable place=20 convenient to the Unit Owners as may be designated by the Executive = Board.

2.4 SPECIAL MEETINGS.

2.4.1 The President may call a special meeting of the = Association and shall do so if requested by at least twenty percent = (20%) of the=20 members of the Executive Board or upon a petition signed and presented = to the=20 Secretary by not less than twenty percent (20%) of the Unit Owners. The = notice=20 of any special meeting shall state the time, place and purpose thereof,=20 including the general nature of any proposed amendment to the = Declaration or=20 Bylaws, any budget changes, and any proposal to remove a member of the = Executive=20 Board or an Officer. Such meeting shall be held within forty-five (45) = days=20 after receipt by the President of said request or petition; provided, = however,=20 if the purpose includes the possible rejection of a budget or capital=20 expenditure, such meeting shall be held within fifteen (15) days after = receipt=20 by the President of said request or petition. No business shall be = transacted at=20 a special meeting except as stated in the notice.

2.4.2 Within sixty (60) days after conveyance of = twenty-five=20 percent (25%) of the Units to Unit Owners other than the Developer, a = meeting of=20 the Association shall be held at which Developer shall remove from = office one of=20 the members of the Executive Board previously appointed by the = Developer; and a=20 new member shall be elected in his stead. Only Unit Owners other than = the=20 Developer may vote at such election. The term of the Director so elected = and=20 each successor to such Director shall expire on the first Friday of = November of=20 each even numbered year following the year in which such Director is = elected.=20 During the Declarant Control Period each such successor shall be elected = only by=20 Unit Owners other than the Developer.

2.4.3 Within five (5) days prior to the termination = of=20 Developer's retention of control of the Association, or at such earlier = date as=20 Developer in its sole discretion shall specify, a special meeting of the = Association shall be held at which all of the members of the Executive = Board=20 appointed by Developer shall resign, and the Unit Owners, including = Developer if=20 Developer owns one or more Units, shall thereupon elect successor = members of the=20 Executive Board to act in the place and stead of those resigning. The = members of=20 the Executive Board so elected shall serve until the first Friday of = November of=20 the next off numbered year and the term of the successors to each such = Director=20 shall expire on the first Friday of November of each odd numbered = year.

2.5 NOTICE OF MEETINGS. The Secretary shall = give to each=20 Unit Owner a notice of each meeting of the Association, at least ten = (10) but=20 not more than sixty (60) days prior to such meeting, stating the time, = place and=20 purpose thereof. The giving of a notice of meeting in the manner = provided in=20 this Section and Section 11.2 of these Bylaws shall be considered = service of=20 notice.

2.6 ADJOURNMENT OF MEETINGS. If any meeting of = members=20 cannot be organized because a quorum of Voting Members is not present, = either in=20 person or by proxy, the meeting may be adjourned from time to time until = a=20 quorum is present.

2.7 VOTING.

2.7.1 At all meetings of the Association a Unit Owner = or Owners=20 shall be entitled to cast the number of votes represented by multiplying = the=20 Percentage Interest for the Unit or Units owned by him (them) by 1,000. = All=20 votes allocated to a Unit shall be case unanimously.

2.7.2 Where the ownership of a Unit is in more than = one Person,=20 the Person who shall be entitled to cast the votes of such Unit shall be = the=20 Person named in a certificate executed by all of the owners of such Unit = and=20 filed with the Secretary or, in the absence of such named Person from = the=20 meeting, the Person who shall be entitled to cast the votes of such Unit = shall=20 be the Person owning such Unit who is present. Such certificate shall be = valid=20 until revoked by a subsequent certificate similarly executed. If more = than one=20 person owning such Unit is present, then such votes shall be cast only = in=20 accordance with their unanimous agreement. There shall be deemed to be = unanimous=20 agreement if any one of the multiple owners casts the votes allocated to = that=20 Unit without protest being made promptly to the Person presiding over = the=20 meeting by any of the other Owners of the Unit.

2.7.3 Subject to the requirements of the Act, = wherever the=20 approval or disapproval of a Unit Owner is required by the Act, the = Declaration=20 or these Bylaws, such approval or disapproval shall be made only by the = person=20 who would be entitled to cast the votes of such Unit at any meeting of = the=20 Association. Except with respect to election of members of the Executive = Board=20 and except where a grater number is required by the Act, the Declaration = or=20 these Bylaws, a majority vote by the Owners voting in person or by proxy = at one=20 time at a duly convened meeting at which a quorum is present is required = to=20 adopt decisions at any meeting of the Association. Any specified = percentage of=20 the Unit Owners means the Unit Owners owning such Percentage Interests = in the=20 aggregate.

2.7.4 At each election for Executive Board members, = each Unit=20 Owner shall be entitled to cast for each vacancy to be filled at such = election=20 the number of votes allocated to the Unit or Units owned by such Unit = Owner as=20 provided in the Declaration. Those candidates for election receiving the = greatest number of votes cast in such elections shall be elected. Except = as set=20 forth in Section 2.4.2, 3.4 and 3.5.2, if Developer owns or holds title = to one=20 or more Units, Developer shall have the right at any meeting of the = Association=20 to case the votes to which such Unit or Units are entitled. No votes = allocated=20 to a Unit owned by the Association may be cast. There shall be no = cumulative or=20 class voting.

2.8 PROXIES. A vote may be cast in person or = by proxy.=20 If a Unit is owned by more than one Person, each Owner of the Unit may = vote, or=20 register protest to the casting of votes by the other Owners of the = Unit,=20 through a duly executed proxy. Such proxy may be granted by any Unit = Owner in=20 favor of only another Unit Owner, a holder of a mortgage on a Unit, or = the=20 Declarant. Proxies shall be duly executed in writing, shall be valid = only for=20 the particular meeting designated therein and must be filed with the = Secretary=20 before the appointed time of the meeting. Such proxy shall be deemed = revoked=20 only upon actual receipt by the person presiding over the meeting of = written=20 notice of revocation from the grantor(s) of the proxy. No proxy shall be = valid=20 for a period in excess of one year after the execution thereof. A proxy = is void=20 if it is not dated or purports to be revocable without notice.

2.9 QUORUM.

2.9.1 Except as set forth below, the presence in = person or by=20 proxy of Unit Owners of twenty percent (20%) or more of the aggregate = Percentage=20 Interests at the commencement of a meeting shall constitute a quorum at = all=20 meetings of the Association.

2.9.2 If a meeting is adjourned pursuant to Section = 2.6 above,=20 the quorum at such second meeting shall be deemed present throughout any = meeting=20 of the Association if persons entitled to cast fifteen percent (15%) of = the=20 votes which may be cast for the election of the Executive Board are = present in=20 person or by proxy at the beginning of the meeting.

2.10 CONDUCT OF MEETING. The President shall = preside over=20 all meetings of the Association and the Secretary shall keep the minutes = of the=20 meeting and record in a minute book all resolutions adopted at the = meeting as=20 well as a record of all transactions occurring thereat. The President = may=20 appoint a person to serve as parliamentarian at any meeting of the = Association.=20 The then current edition of Robert's Rules of Order shall govern the = conduct of=20 all meetings of the Association when not in conflict with the = Declaration, these=20 Bylaws or the Act. All votes shall be tallied by tellers appointed by = the=20 President.

ARTICLE III

EXECUTIVE BOARD

3.1 NUMBER AND QUALIFICATION. The affairs of the=20 Association shall be governed by an executive Board. Prior to the = election=20 provided for by Section 2.4.2 above, the Executive Board shall be = composed of=20 five (5) natural persons who shall be appointed by Developer. = Thereafter, the=20 members of the Executive Board shall be elected according to the = provisions of=20 Section 2.4.2 and 2.4.3 above. All members of the Executive Board shall = be Unit=20 Owners or designees of the Declarant.

3.2 DELEGATION OF POWERS; MANAGING AGENT. The = Executive=20 Board may employ for the Condominium a Managing Agent at a compensation=20 established by the Executive Board. The Managing Agent shall perform = such duties=20 and services as the Executive Board shall authorize, including, but not = limited=20 to, all of the duties listed in the Act, the Declaration and these = Bylaws;=20 provided, however, where a Managing Agent does not have the power to act = under=20 the Act, the Declaration or these Bylaws, such duties shall be performed = as=20 advisory to the Executive Board. The Executive Board may delegate to the = Managing Agent all of the powers granted to the Executive Board by the = Act, the=20 Declaration and these Bylaws other than the following powers:

(a) to adopt the annual budget; any amendment = thereto or to=20 assess any Common Expenses;

(b) to adopt, repeal or amend rules and = regulations;

(d) to borrow money on behalf of the Association;

(e) to acquire and mortgage Units;

(f) to allocate Limited Common Elements;

(g) to convey Units, Limited Common Elements, or = Common=20 Elements, or to execute documents for such purpose.

Any contract with the Managing Agent must provide = that it may=20 be terminated with cause on no more than thirty (30) days' written = notice, and=20 without cause and without penalty or any

Termination fee on no more than ninety (90) days' = written=20 notice. The term of any such contract may not exceed three (3) = years.

3.3 ELECTION AND TERM OF OFFICE.

3.3.1 At the annual meetings of the Association, = subject to the=20 provisions of the Declaration governing the Declarant Control Period, = the=20 election of members of the Executive Board shall be held. The term of = office of=20 any Executive Board member to be elected (except as set forth in = Sections 2.4.2,=20 2.4.3, 3.4 and 3.5 hereof) shall be fixed at two (2) years. The members = of the=20 Executive Board shall hold office until the earlier to occur of the = election of=20 their respective successors or their death, adjudication of = incompetency,=20 removal, or resignation. An Executive Board member may serve an = unlimited number=20 of terms and may succeed himself.

3.3.2 Persons qualified to be members of the = Executive Board=20 may be nominated for election as follows:

(a) Any Unit Owner may submit to the Secretary a = nominating=20 petition, prior to the time of the meeting at which the election is to = be held,=20 with a statement that the person nominated is willing to serve on the = Executive=20 Board.

(b) One or more Unit Owners may be nominated by a = nominating=20 committee, who shall ascertain that the Unit Owners thus nominated are = willing=20 to serve on the Executive Board.

(c) Nominations may be submitted from the floor = at the=20 meeting at which the election is held, provided that the Unit Owner is = willing=20 to serve on the Executive Board.

3.4 REMOVAL OR RESIGNATION OF MEMBERS OF THE = EXECUTIVE=20 BOARD.

3.4.1. Except with respect to members appointed by = Developer,=20 at any regular or special meeting of the Association duly called and = subject to=20 the notice requirements set forth in subsection 3.4.2 below, any one or = more of=20 the members of the Executive Board may be removed with or without cause = by Unit=20 Owners entitled to cast a majority of all votes in the Association. A = successor=20 may then and there be elected to fill the vacancy thus created for the = remainder=20 of the term of the member being replaced. In case of multiple vacancies, = the=20 person receiving the greatest number of votes shall be elected for the = longest=20 term. Notwithstanding the foregoing, during the Declarant Control = Period, any=20 Executive Board Member elected by only the Unit Owners other than = Developer=20 pursuant to Section 2.4.2 hereof, may be removed and a replacement = elected only=20 by a majority of all votes of Unit Owners other than Developer.

3.4.2. Any Unit Owner proposing removal of a Board = Member shall=20 give notice thereof to the Secretary. Any member whose removal has been = proposed=20 by a Unit Owner shall be given at least twenty (20) days notice by the = Secretary=20 of the time, place and purpose of the meeting and shall be given an = opportunity=20 to be heard at the meeting.

3.4.3. A member of the Executive Board may resign at = any time,=20 and shall be deemed to have resigned upon transfer of title to his Unit, = if, as=20 a result of such transfer, such member of the Executive Board has no = ownership=20 interest in any Unit.

3.4.4. Developer shall have the right to remove and = replace any=20 or all members appointed by the Developer at any time and from time to = time.

3.5 VACANCIES.

3.5.1. Except with respect to members appointed by = the=20 Developer, members elected by the Unit Owners other than Developer and = serving=20 during the Declarant Control Period pursuant to Section 2.4.2, and = vacancies=20 caused by the removal of an Executive Board member by a vote of the Unit = Owners=20 as set forth in Section 3.4 above, all vacancies in the Executive Board = shall be=20 filled by a vote of a majority of the remaining members of the Executive = Board.=20 Such vote shall be conducted at a special meeting of the Executive Board = held=20 for such purpose promptly after the occurrence of any such vacancy, even = through=20 the members present at such a meeting may constitute less than a quorum. = Any=20 person so elected shall be a member of the Executive Board for the = remainder of=20 the term of the member being replaced. In the case of multiple = vacancies, the=20 person receiving the greatest number of votes shall be elected for the = longest=20 term.

3.5.2. During the Declarant Control Period, any = vacancy created=20 by the death, adjudication of incompetency, removal of resignation of a = member=20 of the Executive Board elected by only the Unit Owners other than the = Developer=20 pursuant to Section 2.4.2 hereof shall be filled by the vote of only = Unit Owners=20 other than Developer. Except in the case of vacancy by removal and = simultaneous=20 replacement election pursuant to Section 3.4 above, the vote to fill a = vacancy=20 hereunder shall be conducted at a special meeting of the Association, to = be held=20 for such purpose within twenty (20) days after the occurrence of such = vacancy.=20 The Secretary shall give each Unit Owner at least ten (10) days prior = notice of=20 this special meeting, stating the time, place and purpose thereof. Any = person so=20 elected shall be a member of the Executive Board for the remainder of = the term=20 of the member being replaced.

3.6 ORGANIZATIONAL MEETING. The first meeting of = the=20 Executive Board following each annual meeting of the Association = (hereinafter=20 referred to as the "Organizational Meeting") shall be held within ten = (10) days=20 thereafter at such time and place fixed by the President (even if he is = the=20 outgoing President) at the meeting at which such Executive Board shall = have been=20 elected. No notice shall be necessary to the newly elected members of = the=20 Executive Board in order legally to constitute such meeting, providing a = majority of the whole Executive Board shall be present at such = meeting.

3.7 REGULAR MEETINGS. Regular meetings of the = Executive=20 Board may be held at such time and place as shall be determined from = time to=20 time by a majority of the members, but such meetings shall be held at = least=20 semiannually. Notice of regular meetings of the Executive Board shall be = given=20 to each member, by mail or telegraph, at least ten (10) business days = prior to=20 the day named for such meeting.

3.8 SPECIAL MEETINGS. Special meetings of the = Executive=20 Board may be called by the President on at least three (3) business = days' notice=20 to each member, given by mail or telegraph, which notice shall state the = time,=20 place and purpose of the meeting. Special meetings of the Executive = Board shall=20 be called by the President or Secretary in like manner and on like = notice on the=20 written request of at least two (2) members of the Executive Board.

3.9 WAIVER OF NOTICE. Any member may at any time, = in=20 writing, waive notice of any meeting of the Executive Board, and such = waiver=20 shall be deemed equivalent to the giving of such notice. Attendance by a = member=20 at any meeting of the Executive Board shall constitute a waiver of = notice by him=20 of the time, place and purpose of such meeting. If all members are = present at=20 any meeting of the Executive Board, no notice shall be required and any = business=20 may be transacted at such meeting.

3.10 QUORUM OF THE EXECUTIVE BOARD. At all = meetings of the=20 Executive Board a majority of the members shall constitute a quorum for = the=20 transaction of business, and the votes of a majority of the members = present at a=20 meeting at which a quorum is present shall constitute the decision of = the=20 Executive Board. If at any meeting of the Executive Board there shall be = less=20 than a quorum present, a majority of those present may adjourn the = meeting from=20 time to time. At any reconvened meeting at which a quorum is present, = any=20 business which might have been transacted at the meeting originally = called may=20 be transacted without further notice. One or more members of the = Executive Board=20 may participate in and be counted for quorum purposes at any meeting by = means of=20 conference telephone or similar communication equipment pursuant to = which all=20 persons participating in the meeting can hear each other.

3.11 COMPENSATION. No member of the Executive = Board shall=20 receive any compensation from the Association for acting as such, but = may be=20 reimbursed for any reasonable expenses incurred in the performance of = his=20 duties.

ARTICLE IV

OFFICERS

4.1 DESIGNATION. The Officers of the Executive = Board (and=20 the Association) shall be a President, a Vice-President, a Secretary and = a=20 Treasurer, all of whom shall be elected by the Executive Board and such=20 assistant Officers as the Executive Board shall, from time to time, = elect.=20 Officers must be members of the Executive Board and shall be owners of a = Unit,=20 or the Developer or his representative(s). The offices of President and=20 Treasurer may be held by the same person, and the offices of = Vice-President and=20 Secretary may be held by the same person.

4.2 ELECTION OF OFFICERS. The Officers of the=20 Association shall be elected annually by the Executive Board at the = organization=20 meeting of each new Board and shall hold office at the pleasure of the=20 Board.

4.3 REMOVAL OF OFFICERS. Upon an affirmative vote = of a=20 majority of the members of the Executive Board, any Officer may be = removed,=20 either with or without cause; and his successor elected at any regular = meeting=20 of the Executive Board or at any special meeting of the Board called for = such=20 purpose.

4.4 PRESIDENT. The President shall be the chief = executive=20 officer of the Association. He shall preside at all meetings of the = Association=20 and of the Executive Board. He shall have all of the general powers and = duties=20 which are usually bested in the office of President of an Association, = including=20 but not limited to the power to appoint committees from among the = Unit=20 Owners from time to time as he may, in his discretion, decide is = appropriate=20 to assist in the conduct of the affairs of the Association or as may be=20 established by the Board or by the members of the Association at any = regular or=20 special meeting.

4.5 VICE-PRESIDENT. The Vice-President shall have = all the=20 powers and authority and perform all the functions and duties of the = President,=20 in the absence of the President, or his inability for any reason to = exercise=20 such powers and functions or perform such duties.

4.6 SECRETARY. The Secretary shall keep all the = minutes of=20 the meetings of the Executive Board and of the Association; he shall = have charge=20 of such books and papers as the Executive Board may direct; and he = shall, in=20 general, perform all the duties incident to the office of Secretary and = as=20 provided in the Declaration and the Bylaws.

The Secretary shall compile and keep up to date at = the=20 principal office of the Association a complete list of members and their = last=20 known addresses as shown on the records of the Association. Such list = shall also=20 show, opposite each member's name, the number or other appropriate = designation=20 of the Unit owned by such member, and that member's Percentage Interest = in the=20 general Common Elements. Such list shall be open to inspection by = members and=20 other persons lawfully entitled to inspect the same at reasonable times = during=20 regular business hours.

4.7 TREASURER. The Treasurer shall have = responsibility for=20 Association funds and shall be responsible for keeping full and accurate = accounts of all receipts and disbursements in books belonging to the=20 Association. He shall be responsible for the deposit of all monies and = other=20 valuable effects in the name, and to the credit, of the Association in = such=20 depositories as may from time to time be designated by the Board of = Managers. In=20 the event a Resident Manager or a Managing Agent has the responsibility = of=20 collecting and disbursing funds, the Treasurer shall review the accounts = of the=20 Resident Manager or Managing Agent not less often that once each six=20 months.

4.8 EXECUTION OF DOCUMENTS. All agreements, = contracts,=20 deeds, leases, checks and other instruments of the Association for = expenditures=20 or obligations in excess of Two Thousand Dollars ($2,000.00) shall be = executed=20 by any two (2) Officers of the Association. All such instruments for=20 expenditures or obligations of Two Thousand Dollars ($2,000.00) or less = may be=20 executed by any one (1) Officer of the Association.

4.9 COMPENSATION OF OFFICERS. No officer who is = also a=20 member of the Executive Board shall receive any compensation from the=20 Association for acting as such Officer, but may be reimbursed for any = reasonable=20 out-of-pocket expenses incurred in performing his duties; provided, = however, the=20 Secretary and Treasurer may be compensated for their services if the = Executive=20 Board determines such compensation to be appropriate.

ARTICLE V

POWERS OF EXECUTIVE BOARD

5.1 POWERS AND DUTIES. The Executive Board = shall have=20 the powers and duties necessary for governing and administering the = affairs of=20 the Association and for the operation and maintenance of the Condominium = Project=20 as a first class residential Condominium property. The Executive Board = may do=20 all such acts and things except as by law or by these Bylaws or by any=20 Condominium Declaration now or hereafter filed may not be delegated to = the=20 Executive Board.

5.2 GENERAL POWERS. The Executive Board shall = have the=20 following powers, duties, rights and privileges, the act or the exercise = of=20 which shall be paid for out of the general maintenance fund hereinafter=20 provided, as follows:

(a) To estimate the cost of the expenses of = administration,=20 maintenance and repair of the Common Elements and of all exterior = portions of=20 the improvements and Property; and after determining the amount required = annually for such purposes, to determine the manner in which said amount = shall=20 be paid to the general maintenance fund to be held, managed and = administered by=20 the Board.

(b) To provide, maintain, distribute and install, = water, water=20 storage, waste removal and treatment, and electricity, and other = necessary=20 utility services for the Condominium, Units, Common Elements and = Association=20 Facilities.

(c) To purchase and maintain policies of insurance, = as set=20 forth in paragraph 26 of the Declaration and Article VIII of these = Bylaws.

(d) To furnish, upon ten (10) days notice to the = Executive=20 Board or the Managing Agent, and upon payment of a reasonable fee = therefor. A=20 statement of the Unit Owner's account setting forth the amount of any = unpaid=20 assessments, whether general or special, or other charges; to keep = detailed,=20 accurate records, in chronological order, of the receipts and = expenditures=20 affecting the Common Elements and Association Facilities, specifying and = itemizing the maintenance and repair expenses of the Common Elements and = Association Facilities; and any other expenses incurred, whether general = or=20 special, and to make such records available for examination by the Unit = Owners=20 at all reasonable times.

(e) From time to time, as the Executive Board may = determine, to=20 select a Managing Agent for the purpose of managing said property, = caring for=20 all Common Elements and Association Facilities, and collecting payments = from the=20 Unit Owners, and to agree upon the compensation, if any, to be paid to = such=20 Managing Agent, the amount thereof to be added to and be a part of the = Common=20 Expenses and paid out of the general maintenance fund. Without limiting = the=20 choice of selection of the Managing Agent, the Executive Board may, in = its=20 discretion, select as Managing Agent the Developer or its heirs, = successors,=20 assigns or personal representatives or any of its or their = affiliates.

(f) To designate, hire, employ and remove personnel = necessary=20 for the maintenance, repair and replacement of the Common Elements, and = to=20 authorize the Managing Agent, if any, to retain, hire, employ and remove = any=20 such personnel, for and on behalf of the Board and on the Board's = account.

(g) To retain and from time to time to contract for = the=20 services of attorneys and accountants.

(h) To the extent not otherwise provided by the = Developer, to=20 provide for landscaping, maintenance, decorating, repairing, replacement = of=20 Common Elements and Association Facilities, and such furnishings and = equipment=20 for the Common Elements and the Association Facilities as the Executive = Board=20 shall determine are necessary and proper, and the Board shall have the = exclusive=20 right and duty to acquire any such furnishings and equipment for the = Common=20 Elements and the Association Facilities.

(i) To purchase, or otherwise acquire or provide for, = the=20 furnishing of any other materials, supplies, furniture, labor, services, = maintenance, repairs, structural alterations, insurance or assessments = which the=20 Executive Board is required to secure or pay for pursuant to the terms = of this=20 Declaration, the Bylaws, supplements or amendments thereto, or which, in = the=20 Board's opinion, shall be necessary or proper for the maintenance and = operation=20 of the property as a first class Condominium or for the enforcement of = the=20 provisions of this Declaration and the Bylaws. Any such item carried on = and=20 supplied by the Executive Board under this paragraph which benefits = fewer than=20 all the Units in the Condominium shall be charged on a uniform basis to = each=20 particular Unit thus benefited to be treated in such cases as a special=20 assessment against each such Unit.

(j) To discharge any mechanic's lien or encumbrance = levied=20 against the Condominium or any part thereof which may in the opinion of = the=20 Board constitute a lien against the Property or against the Common = Elements,=20 rather than merely against the interest therein of a particular Unit = Owner or=20 Owners. Where one or more Unit Owners are responsible for the existence = of such=20 lien, they shall be jointly and severally liable for the cost of = discharging it=20 and for any costs incurred by the Executive Board by reason of said lien = or=20 liens. Said total costs shall be specifically assessed against said Unit = Owner(s) and their respective Unit(s).

(k) To maintain and repair any Unit if such = maintenance or=20 repair is necessary as determined by the Board to protect the Common = Elements or=20 any other portion of a building, and if the Unit Owner of such Unit has = failed=20 or refused to perform said maintenance or repair within a reasonable = time, under=20 the circumstances, after written notice (signed by a member of the Board = or by=20 the Managing Agent) of the necessity of such maintenance or repair has = been=20 either personally delivered by any member of the Board or the Managing = Agent (or=20 their agents, servants, representatives or employees), or deposited in = the mail=20 by the Board, or the Managing Agent (or their agents, servants, = representatives=20 or employees), to the address given by such Unit Owner has theretofore=20 designated as his (their) mailing address; and the Board shall levy a = special=20 assessment against such Unit Owner for the cost of said maintenance or = repair=20 done or caused to be done. The Unit Owner shall at all times keep his = Unit in=20 good order and repair.

(l) To authorize the entry into any Unit or any = Limited Common=20 Element(s) when necessary in connection with any maintenance or = construction for=20 which the Executive Board is responsible. Such entry into the Unit = itself or the=20 Limited Common Elements appurtenant to the Unit shall be made with as = little=20 inconvenience to the Unit Owner as practicable, and any damage caused = thereby=20 shall be repaired by the Executive Board at the expense of the general=20 maintenance fund.

(m) To establish such restrictions and requirements = respecting=20 the use and maintenance of the Units and the use of the Common Elements = and=20 Association Facilities as are reasonable and necessary to prevent = unreasonable=20 interference with use of the respective Units, the Common elements and=20 Association Facilities, by the several Unit Owners; and to establish=20 administrative rules and regulations governing the operation and use of = same. A=20 copy of such rules and regulations shall be delivered or mailed to each = Unit=20 Owner upon the adoption thereof.

(n) To establish, grant and dedicate easements for = public,=20 quasi-public and private utilities in addition to any shown on the Plat, = in over=20 and through any of the Common Elements (excepting therefrom any balcony, = porch,=20 patio, stairway), and to construct and maintain any utility service = where the=20 same is not otherwise carried on and supplied by the Executive Board = under the=20 terms hereof, the expense for which may, in the Executive Board's = discretion, be=20 charged (on a uniform basis) to each particular Unit consuming the same, = to be=20 treated in such case as a special assessment against such Unit, = otherwise such=20 service to be paid for out of the general maintenance fund.

(o) To provide a manner of estimating the amount of = the annual=20 budget and the manner of assessing and collecting from the Unit Owners = their=20 respective shares of the estimated expenses.

(p) To administer and enforce the covenants, = conditions,=20 restrictions, easements, uses, limitations, obligations and all other = provisions=20 set forth in any Condominium Declaration submitting any property in the=20 Condominium Project to the provisions of the Uniform Condominium Act of = the=20 State of Missouri, the Bylaws of the Association and any supplements and = amendments thereto.

(q) To prepare a budget for the Condominium Project, = at least=20 annually, in order to determine the amount of the common assessments = payable by=20 the Unit Owners to meet the common expenses of the Condominium Project, = and=20 allocate and assess such common charges among the Unit Owners according = to their=20 respective common ownership interests in and to the general Common = Elements, and=20 by majority vote of the Board to adjust, decrease or increase the amount = of the=20 annual or monthly assessments.

(r) To levy and collect special assessments whenever = in the=20 opinion of the Board it is necessary to do so in order to meet increased = operation or maintenance expenses or costs, or additional capital = expenses, or=20 because of emergencies.

(s) To collect all assessments and direct charges due = from Unit=20 Owners by suit or otherwise, and to enjoin or seek damages from a Unit = Owner as=20 provided in this Declaration or in the Bylaws, and any amendment or = supplement=20 thereto; to enforce a late charge of not more than FIFTEEN AND NO/100 = DOLLARS=20 ($15.00) per month and to collect interest at the rate of eighteen = percent (18%)=20 per annum in connection with assessments remaining unpaid more than = thirty (30)=20 days from due date for payment thereof, together with all expenses, = including=20 attorney's fees incurred whether suit is filed or not; and from funds = collected=20 from Unit Owners cause to be disbursed regularly and punctually all = amounts due=20 for salaries or other compensation due and payable to employees, = insurance=20 premiums, and sums other wise due and payable as operating expenses.

(t) To protect and defend, in the name of the = Association, any=20 part or all of this Condominium from loss and damage by suit or = otherwise.

(u) To borrow funds in order to pay for any = expenditure or=20 outlay required pursuant to the authority and by the provisions of this=20 Declaration and the Bylaws, and to execute all such instruments = evidencing such=20 indebtedness as the Executive Board may deem necessary and give security = therefor. Such indebtedness shall be the several obligation of all of = the Unit=20 Owners in the same proportion as their Allocated Interests; provided, = however,=20 that nothing contained herein shall allow the said Executive Board to = borrow=20 funds in an amount in excess of TEN THOUSAND AND NO/100 DOLLARS = ($10,000.00)=20 without the prior approval of a majority of the Unit Owners; provided = further,=20 that no Common Element or portion thereof shall be subjected to a = security=20 interest without the approval of eighty percent (80%) of the votes in = the=20 Association, including eighty percent (80%) of the votes allocated to = Units not=20 owned by the Developer; and no Limited Common Element shall be subjected = to a=20 security interest without the approval of all the Unit Owners to which = that=20 Limited Common Element is allocated. Pursuant to 448.3-102, R.S.Mo., = 1999, the=20 Board shall have the power to assign its rights to future income and=20 assessments, including the right to receive common expense = assessments.

(v) To enter into contracts to carry out their duties = and=20 powers; working in conjunction with an accountant, to prepare for = execution and=20 filing by the Executive Board in the name of the Association, all forms, = reports, and returns required by law in connection with unemployment = insurance,=20 workmen's compensation insurance, disability benefits, social security = and other=20 taxes now in effect or hereafter imposed, and any requirements relating = to the=20 employment of personnel.

(w) To establish a bank account or accounts for the = common=20 treasury and for all separate funds which are required or may be deemed=20 advisable by the Board of Managers or the Managing Agent.

(x) To meet at lease semiannually.

(y) To maintain businesslike relations with all Unit = Owners,=20 whose service requests shall be received, considered and recorded in a=20 systematic fashion in order to show the action taken with respect to = each.=20 Complaints of a serious nature shall, after thorough investigation, be = reported=20 to the Unit Owner, to the Executive Board, and to the Association, with=20 appropriate recommendations. As a part of a continuing program, the = Executive=20 Board shall secure full performance by a Unit Owner of all items and = maintenance=20 for which he is responsible.

(z) To approve all payment vouchers for Common = Expenses, which=20 must be submitted to the Executive Board for written approval prior to = payment.=20 A permanent record of all such vouchers shall be kept by the Executive=20 Board.

(aa) To invest and reinvest any funds in its = possession in such=20 stocks, bonds, notes and other security or property, real or personal, = including=20 shares or interests in investment trusts and common trust funds, as the=20 Executive Board may deed advisable.

(ab) To adopt and amend Bylaws and rules and = regulations.

(ac) To furnish, within ten (10) days of written = request by a=20 Unit Owner, a certificate containing the information set forth in = Section=20 448.4-109 of the Act concerning resale of a Unit, and to impose a = reasonable fee=20 therefor.

(ad) To exercise all other powers conferred by the = Declaration=20 or the Act.

(ae) To exercise all other powers that may be = exercised in the=20 State of Missouri by legal entities of the same type of the = Association.

(af) To exercise any other powers necessary and = proper for the=20 governance and operation of the Association.

ARTICLE VI

COMMON EXPENSES; BUDGETS

6.1 FISCAL YEAR. The initial fiscal year of the = Association=20 shall commence on the date of the Association's incorporation as a = Missouri=20 not-for-profit corporation, and shall end on the 31^st day of = that=20 year. Thereafter, the fiscal year of the corporation shall commence on = the=20 1^st day of January and end on the 31^st day of = December, in=20 each succeeding year.

6.2 PREPARATION AND APPROVAL OF BUDGET. The = Executive Board=20 shall annually cause a proposed budget to be prepared, based upon the = amounts=20 estimated to be needed to pay the Common Expenses of the Condominium, = including=20 any amounts for working capital, reserves for deferred maintenance and=20 replacement, sinking funds, and all other expected expenditures. Within = thirty=20 (30) days after adoption of the proposed budget, which date shall not be = less=20 than fourteen (14) nor more than thirty (30) days prior to the annual = meeting of=20 the Association, the Executive Board shall provide a summary of the = proposed=20 budget to all Unit Owners. The proposed budget shall be presented for=20 ratification at the annual meeting of the Association. Unless at that = meeting a=20 majority of all the Unit Owners reject the budget, the budget is = ratified,=20 whether or not a quorum is present. In the event the proposed budget is=20 rejected, the periodic budget last ratified by the Unit Owners shall be=20 continued until such time as the Unit Owners ratify a subsequent budget = proposed=20 by the Executive Board, submitted to the Owners in the manner provided = in=20 Section 448.3-103 of the Act.

6.3 ASSESSMENT AND PAYMENT OF ASSESSMENTS. The = ratified=20 budget shall be allocated among and assessed upon the Unit Owners = according to=20 their respective ownership interests in the Common Elements. Payments of = assessments shall be due on the 1^st day of January, April, = July and=20 October of each year. Statements shall be mailed quarterly to each Unit = Owner at=20 his address as registered with the Association, at least fifteen (15) = days prior=20 to the date such quarterly payment is due.

6.4 EFFECT OF FAILURE TO PREPARE OR ADOPT BUDGET. = In the=20 event the Executive Board shall fail to prepare or adopt a proposed = budget as=20 set forth hereinabove, the periodic budget last ratified by the Unit = Owners=20 shall be continued until such time as the Unit Owners ratify a budget in = the=20 manner provided in Section 448.3-103 of the Act.

6.5 AUDIT. All accounts of the Association may be = audited=20 at least annually by an independent accountant, according to commonly = accepted=20 accounting procedures.

ARTICLE VII

COMPLIANCE AND DEFAULT

7.1 RELIEF. Each Unit Owner shall be governed by, = and shall=20 comply with, all of the terms of the Declaration, these Bylaws, the = rules and=20 regulations and the Act, as any of the same may be amended from time to = time. In=20 addition to the remedies provided in the Act and the Declaration, a = default by a=20 Unit Owner shall entitle the Association, acting through its Executive = Board or=20 through the Managing Agent, to the relief provided in Sections 7.1.1 and = 7.1.2,=20 below.

7.1.1. ADDITIONAL LIABILITY. Each Unit Owner = shall be=20 liable for the expense of all maintenance, repair or replacement = rendered=20 necessary by his act, neglect or carelessness or the act, neglect or=20 carelessness of his tenants, guests, invitees or licensees, but only to = the=20 extent that such expense is not covered by the proceeds of insurance = carried by=20 the Executive Board. Such liability shall include any increase in = casualty=20 insurance premiums occasioned by improper use, misuse, occupancy or = abandonment=20 of any Unit or its appurtenances. Nothing contained herein, however, = shall be=20 construed as modifying any waiver by any insurance company of its rights = of=20 subrogation.

7.1.2. COSTS AND ATTORNEY'S FEES. In any = proceedings=20 arising out of any alleged default by a Unit Owner, the prevailing party = shall=20 be entitled to recover the costs of such proceeding and such reasonable=20 attorney's fees as may be determined by the court.

7.2 NO WAIVER OF RIGHTS. The failure of the = Association,=20 the Executive Board or of a Unit Owner to enforce any right, provision, = covenant=20 or condition which may be granted by the Declaration, these Bylaws, the = rules=20 and regulations, or the Act shall not constitute a waiver of the right = of the=20 Association, the Executive Board or the Unit Owner to enforce such = right,=20 provision, covenant or condition in the future. All rights, remedies and = privileges granted to the Association, the Executive Board or any Unit = Owner=20 pursuant to any term, provision, covenant or condition of the = Declaration, these=20 Bylaws, the rules and regulations or the Act shall be deemed to be = cumulative=20 and the exercise of any one or more thereof shall not be deemed to = constitute an=20 election of remedies, nor shall it preclude the party exercising the = same from=20 exercising such other privileges as may be granted to such party by the=20 Declaration, these Bylaws, the Rules and Regulations or the Act, or at = law or in=20 equity.

7.3 ABATING AND ENJOINING VIOLATIONS BY UNIT OWNERS. = The=20 violation of any of the rules and regulations adopted by the Executive = Board,=20 the breach of any Bylaw contained herein or the breach of any provision = of the=20 Declaration or the Act shall give the Executive Board the right, in = addition to=20 any other rights, to enjoin, abate or remedy by appropriate legal = proceedings,=20 either at law or in equity, the continuance of any such brach.

ARTICLE VIII

INSURANCE

8.1 POWER OF ATTORNEY. The Association is hereby=20 irrevocably appointed as attorney-in-fact for each Unit Owner and for = each=20 holder of a mortgage or other lien upon a Unit and for each owner of any = other=20 interest in the Property for the purpose of Purchasing and maintaining = insurance=20 as set forth in paragraph 26 of the Declaration, including: the = collection and=20 appropriate disposition of the proceeds thereof; the negotiation of = losses and=20 execution of releases of liability; the execution of all documents; and = the=20 performance of all other acts necessary to accomplish such purpose.

8.2 TYPES AND AMOUNTS. Commencing not later than = the time=20 of the conveyance of the first Unit to a Person other than the = Declarant, the=20 Association shall, to the extent reasonably available, obtain and = maintain the=20 types and amounts of insurance set forth in paragraph 26 of the = Declaration.=20 Except as otherwise provided, the premiums for all such insurance = policies shall=20 be a Common Expense.

8.3 ASSOCIATION INSURANCE. With respect to the = insurance=20 policies issued to the Association and covering all or any part of the = Property,=20 the Association shall endeavor to cause such policies to provide = that:

(a) the enforceability of such policies is not = affected by any=20 waiver of subrogation as to any and all claims against the Association, = any=20 managing agent, the Unit Owners and their respective tenants, employees, = agents,=20 customers and guests, such subrogation being hereby waived;

(b) such policies cannot be cancelled invalidated or = suspended=20 by means of the conduct of any one or more Unit Owners, all defenses = based upon=20 co-insurance or acts of the insured being waived by the insurer, and in = no event=20 may cancellation, material modification, invalidation or suspension for = any=20 reason be effected without at lease thirty (30) days' prior written = notice to=20 the Association, each Unit Owner and all holders of mortgages whose = names and=20 addresses are on file with the insurer;

(c) such policies cannot be cancelled, invalidated or = suspended=20 on account of the conduct of any Officer or employee of the Association = or of=20 any Managing Agent without a prior demand in writing that the = Association or any=20 Managing Agent, as the case may be, cure the defect within a reasonable = period=20 of time;

(d) any "no other insurance" clause in such policies = shall not=20 prohibit Unit Owners from obtaining insurance on their individual Unit = provided=20 such insurance policy conforms with the requirements of this Article = VIII;

(e) the name of the insured under each policy = required pursuant=20 to this Article VIII shall be stated in form and substance substantially = as=20 follows: "Condominium Owner's Association, for the use and benefit of = the=20 individual Owners of the Units contained in Condominium";

(f) loss payable under each policy required pursuant = to this=20 Article VIII shall be in favor of the Association, as a trustee for each = Unit=20 Owner and each such Owner's mortgagees as their interests may appear. = Policies=20 shall contain the standard mortgage clause, or equivalent endorsement = (without=20 contribution) or shall otherwise be endorsed to fully protect all = mortgagees'=20 interests;

(g) coverage may not be prejudiced by: (a) any act or = negligence of one or more Owners of Units when such act or neglect is = not within=20 the control of the Association; or (b) any failure of the Association to = comply=20 with any warranty or condition regarding any portion of the Property = over which=20 the Association has no control;

(h) all policies of property insurance shall provide = that,=20 despite any provisions giving the insurer the right to elect to restore = damage=20 in lieu of a cash settlement, such options shall not be exercisable (a) = without=20 the prior written approval of the Executive Board, or (b) when in = conflict with=20 any requirement of law;

(i) insurance coverage obtained and maintained by the = Association pursuant to the requirements of this Article VIII may not be = brought=20 into contribution with insurance purchased by Unit Owners or their=20 mortgagees;

(j) Insurance coverage obtained and maintained by the = Association pursuant to the requirements of this Article VIII shall = provide that=20 no assessment may be made against mortgagees or may become a lien on the = mortgaged premises superior to the lien of any mortgagee.

8.4 UNIT OWNER'S INSURANCE.

8.4.1. Each Unit Owner may obtain additional = insurance at his=20 own expense; provided, however, that; (a) such policies shall not be = invalidated=20 by the waivers of subrogation contained in the Condominium documents; = and (b) no=20 Unit Owner shall be entitled to exercise his right to maintain insurance = coverage in such a way as to decrease the amount which the Association = may=20 realize under any insurance policy which the Association may have in = force on=20 the Property at any particular time.

8.4.2. Any Unit Owner who obtains individual = insurance policies=20 covering any portion of the Property, other than: (a) personal property=20 belonging to such Owner; or (b) the individual Unit of such Owner, shall = be=20 required to file a copy of such individual policy or policies with the=20 Association within thirty (30) days after purchase of such = insurance.

8.4.3. The Executive Board shall have the power to = require all=20 Unit Owners to carry such types of insurance on their Units as the = Executive=20 Board may reasonably require, including, without limitation, insurance = on all=20 portions of the Unit.

ARTICLE IX

AMENDMENTS

9.1 AMENDMENTS TO BYLAWS. Except as otherwise = provided in=20 any one or more of these Bylaws, the Declaration or the Act, the = provisions of=20 these Bylaws may be amended only by vote of Unit Owners of Units to = which at=20 least sixty-seven percent (67%) of the votes in the Association are = allocated,=20 cast in person or by proxy at a meeting duly held in accordance with the = provisions of these Bylaws; provided, however, that if such amendment = shall make=20 any change which would have a material effect upon any of the rights,=20 privileges, powers and options of Developer, such amendment shall = require the=20 joinder of Developer.

9.2 AMENDMENTS TO THE DECLARATION. The = Declaration may be=20 amended pursuant to the provisions of the Act and the Declaration. Any = two (2)=20 Officers or Executive Board members may prepare, execute, certify and = record=20 amendments to the Declaration on behalf of the Association.

9.3 APPROVAL OF MORTGAGEES. No amendment or = modification of=20 these Bylaws impairing or affecting the rights, priorities, remedies or=20 interests of a first mortgage holder shall be adopted without the prior = written=20 consent of a majority in interest of first mortgagees.

ARTICLE X

MORTGAGES

10.1 NOTICE TO ASSOCIATION. An owner who = mortgages his Unit=20 shall notify the Association through the Managing Agent, if any, or the=20 Secretary of the Executive Board, giving the name and address of his = mortgages.=20 The Association shall maintain such information in a book entitled = "Mortgagees=20 of Units".

10.2 NOTICE OF UNPAID COMMON ASSESSMENTS. The = Board of=20 Managers, whenever so requested in writing by a mortgagee of a = Condominium Unit,=20 shall promptly report any then unpaid common assessments due from, or = any other=20 default by, the Unit Owner of a mortgaged Unit.

10.3 NOTICE OF DEFAULT. The Executive Board, when = giving=20 notice to a Unit Owner of a default in paying assessments or other = default,=20 shall send a copy of such notice to each holder of a mortgage covering = such=20 Condominium Unit whose name and address has theretofore been furnished = to the=20 Executive Board.

10.4 EXAMINATION OF BOOKS. Each Unit Owner and = each=20 mortgagee of a Condominium Unit shall be permitted to examine the books = of=20 account of the Condominium at reasonable times, on business days, but = not more=20 often than once each month.

ARTICLE XI

EVIDENCE OF OWNERSHIP; REGISTRATION OF MAILING = ADDRESS

11.1 PROOF OF OWNERSHIP. Except for those Owners = who=20 initially purchase a Condominium Unit from Developer, any person on = becoming an=20 Owner of a Condominium Unit shall furnish to the Managing Agent, if any, = or=20 Executive Board, a machine or a certified copy of the recorded = instrument=20 vesting that person with an interest in the Condominium Unit, which copy = shall=20 remain in the files of the Association.

11.2 REGISTRATION OF MAILING ADDRESS. The = Owner or=20 several Owners of an individual Unit shall have one and the same = registered=20 mailing address to be used by the Association for mailing of statements, = notices, demands and all other communications, and such registered = address shall=20 be the only mailing address to be used by the Association. Such = registered=20 address of a Unit Owner or Owners shall be furnished by such Owners to = the=20 Managing Agent or Board of Managers, within fifteen (15) days after = transfer of=20 title, or after a change of address, and such registration shall be in = written=20 form and signed by all of the Owners of the Condominium Unit or by such = persons=20 as are authorized by law to represent the interests of all of the Unit = Owners=20 thereof.

ARTICLE XII

OBLIGATIONS OF THE OWNERS

12.1 ASSESSMENTS. All Unit Owners shall be = obligated to pay=20 quarterly assessments imposed by the Association to meet the Common = Expenses.=20 The assessments shall be made pro-rata according to the percentage or = fractional=20 interest of each Unit in and to the general Common Elements of the = Condominium=20 Project, and shall be due in advance. A member shall be deemed to be in = good=20 standing and entitled to vote at any annual or special meeting of = members,=20 within the meaning of these Bylaws, if, and only if, he shall have fully = paid=20 all assessments made or levied against him and the Condominium Unit = owned by=20 him.

12.2 NOTICE OF LIEN OR SUIT. A Unit Owner shall = give notice=20 to the Association of every lien or encumbrance upon his Condominium = Unit, other=20 than for taxes and special assessments, and notice of every suit or = other=20 proceeding which may affect the title to his Condominium Unit, and such = notice=20 shall be given in writing within five (5) days after the Unit Owner has=20 knowledge thereof.

12.3 MAINTENANCE AND REPAIR.

12.3.1. Every Unit Owner must perform promptly, = at his own=20 expense, all maintenance and repair work within his own Unit which, if = omitted,=20 would affect the appearance of, or the aesthetic integrity of, part or = all of=20 the Condominium Project.

12.3.2. All the repairs of internal installations = of the=20 Unit such as water, light, power, sewage, telephone, sanitary = installations,=20 interior doors, and interior windows, electrical fixtures and all other=20 accessories, equipment and fixtures located within the unit shall be at = the Unit=20 Owner's expense.

12.3.3. A Unit Owner shall be obligated to = reimburse the=20 Association promptly upon receipt of its statement for any expenditures = incurred=20 by it in repairing or replacing any Common Element or Limited Common = Element=20 damaged by his negligence or by the negligence of his tenants or agents = or=20 guests.

12.3.4. MECHANIC'S LIEN. Each Unit Owner agrees = to=20 indemnify and to hold each of the other Unit Owners harmless from any = and all=20 claims of mechanic's lien filed against other Units and the appurtenant = Common=20 Elements for labor, materials, services or other products incorporated = in the=20 Unit Owner's Unit. In the event such a lien is filed and/or a suit for=20 foreclosure of mechanic's lien is commenced, then within ten (10) days=20 thereafter such Unit Owner shall be required to deposit with the = Association=20 cash or negotiable securities equal to one and one-half of the amount of = such=20 claim plus interest for one year, together with a sum equal to ten = percent (10%)=20 of the amount of such claim, but not less than ONE HUNDRED FIFTY AND = NO/100=20 DOLLARS ($150.00), which latter sum may be used by the Association for = any costs=20 and expenses incurred, including attorney's fees incurred for legal = advice and=20 counsel. Except as is otherwise provided, such sum or securities shall = be held=20 by the Association pending final adjudication or settlement of the claim = or=20 litigation. Disbursement of such funds or proceeds shall be made by the=20 Association to ensure payment of or on account of such final judgment or = settlement. Any deficiency, including attorney's fees incurred by the=20 Association, shall be paid forthwith by the subject Owner, and his = failure to so=20 pay shall entitle the Association to make such payment, and the amount = thereof=20 shall be a debt of the Unit Owner and a lien against his Unit which may = be=20 foreclosed as is provided in any recorded Condominium Declaration. All=20 advancements, payments, costs and expenses, including attorney's fees, = incurred=20 by the Association shall be forthwith reimbursed to it by such Unit = Owner(s),=20 and the Unit Owner shall be liable to the Association for the payment of = interest at a per annum rate equal to the highest prime rate being = charged from=20 time to time by the Central Bank, Jefferson City, Missouri, to corporate = borrowers of the highest credit standing for short-term loans (the = "prime=20 interest rate"). The interest rate on the amount owned will be adjusted = on the=20 first day of each month to reflect any change in the "prime interest = rate".=20 Interest will be computed on a 360 day basis for the actual number of = days=20 elapsed.

12.5 GENERAL.

12.5.1. Each Unit Owner shall comply strictly with = the=20 provisions of any recorded Condominium Declaration affecting his Unit = and these=20 Bylaws and any amendments thereto.

12.5.2. Each Unit Owner shall always endeavor to = observe and=20 promote the cooperative purposes for the accomplishment of which this=20 Condominium Project was built.

12.6 USE OF UNITS - INTERNAL CHANGES.

12.6.1. All Units shall be utilized only for = Residential=20 Purposes.

12.6.2 A Unit Owner shall not make structural = modifications or=20 alterations to his Unit or installations located therein without the = written=20 approval of the Executive Board. The Board of Managers shall be notified = in=20 writing of the intended modifications through the Resident Manager or = Managing=20 Agent, or through the President of the Board of Managers. The = Association shall=20 have the obligation to answer a Unit Owner's request within thirty (30) = days=20 after such notice, and failure to do so within such time shall mean that = there=20 is no objection to the proposed modifications or alterations.

12.7 USE OF COMMON ELEMENTS AND LIMITED COMMON = ELEMENTS.=20 Each Unit Owner may use the Common Elements located within the entire=20 Condominium Project in accordance with the purpose for which they were = intended,=20 without hindering or encroaching upon the lawful rights of the other = Unit=20 Owners, and subject to the rules and regulations contained in these = Bylaws and=20 established by the Board of Managers as is provided in section 12.9 = hereinbelow.=20

12.8 RIGHT OF ENTRY.

12.8.1 A Unit Owner shall and does grant the right of = entry to=20 the Managing Agent or to any other person authorized by the Board of = Managers in=20 case of any emergency originating in or threatening his Unit, whether = the Unit=20 Owner is present at the time or not.

12.8.2 A Unit Owner shall permit other Unit Owners, = or their=20 representatives, to enter his Unit for the purpose of performing = installations,=20 alterations or repairs to the mechanical, electrical or utility services = which,=20 if not performed, would affect the use of other Unit(s) provided that = requests=20 for entry are made in advance and that such entry is at a time = convenient to the=20 Unit Owner. In case of an emergency such right of entry shall be = immediate.

12.9 RULES AND REGULATIONS. The Board of = Directors reserves=20 the power to establish, promulgate and enforce rules and regulations for = the use=20 and general benefit of the Condominium Project, with the right to amend = same=20 from time to time by a majority vote of the Board. Copies of such rules = and=20 regulations shall be mailed to each Unit Owner at the address registered = under=20 the provisions of Section 11.2 of these Bylaws, prior to the date when = the same=20 shall become effective, or posted in a conspicuous place within each = Unit.=20 Amendments to rules and regulations shall be effective upon mailing or = posting=20 same.

ARTICLE XIII

ASSOCIATION - NOT FOR PROFIT

This association is not organized for profit. No = member, member=20 of the Executive Board, Officer or Person from whom the Association may = receive=20 any property or funds shall receive or shall be lawfully entitled to = receive any=20 pecuniary profit from the operation thereof, and in no event shall any = part of=20 the funds or assets of the Association be paid as salary or compensation = to, or=20 distributed to, or inure to the benefit of any member of the Board of = Managers,=20 Officer or member; provided, however, always (a) that reasonable = compensation=20 may be paid to any member, member of the Board of Managers, or Officer = while=20 acting as an agent or employee of the Association for services rendered = in=20 effecting one or more of the purposes of the Association, and (b) that = any=20 member, member of the Board of Managers, or Officer may, from time to = time, be=20 reimbursed for his actual and reasonable expenses incurred in connection = with=20 the administration of the affairs of the Association, and (c) that all=20 assessments of every kind and nature which may be received by the = corporation as=20 exclusive Managing Agent of said Condominium Project, shall be deemed to = be the=20 property of all of the members of the corporation, as tenants in common, = and=20 deposits to the corporate bank account shall be deemed only as a = convenience to=20 the members in operating, maintaining and administering the Condominium = Project.=20

ARTICLE XIV

MISCELLANEOUS

14.1 SEVERABILITY. If any of the provisions of = these Bylaws=20 or the application of any part thereof, in any circumstances, be = invalidated,=20 such invalidity shall not affect the validity of the remainder of these = Bylaws,=20 and the application of such part in any other circumstances shall not be = affected thereby.

14.2 GENDER AND NUMBER. Whenever used herein, = unless the=20 context shall otherwise provide, the singular number shall include the = plural,=20 the plural the singular, and the use of any gender shall include all=20 genders.

14.3 CAPTIONS. The headings and captions = contained in these=20 Bylaws are inserted only as a matter of convenience and for reference = and in no=20 way define, limit or describe the scope or intent of these Bylaws or of = any=20 provision herein contained.

OF THE HARBOR AT PORT ROYALE

CONDOMINIUM OWNERS ASSOCIATION, INC.