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By-Laws Amendment (Draft) -Bold/underscored represent suggested additions/changes/corrections Third (Second) General Revision of the By-Laws Of Fall Creek Condominiums Owners Association, Inc. ARTICLE ONE: Purpose of Association The Fall Creek Condominium Owners Association, Inc. (the Association) was created in 1990 to govern and maintain condominium property in accordance with the provisions of the Missouri Uniform Condominium Act, Chapter 448.101 to 448.4-120 R.S. Mo 1983 (the Act), the Declaration (as defined below) and the plats for the FALL CREEK RESORT CONDOMINUIM recorded from time to time in the office of the Recorder of Deeds, Taney County, Missouri (the Plats). (WHEREAS, the Condominium has been created under the Missouri Uniform Condominium Act (Act) and is subject to the Amended and Restated Declaration of Condominium Ownership of Fall Creek Condominium as recorded in Book 0325, Page 5820 of the records of Taney County, Missouri, as may be amended (Declaration) and the Second General Revision of the ByLaws of the Association as recorded in Book 0357, Page 9704 of the records of Taney County, Missouri, as may be amended (By-Laws), collectively referred to herein as the Governing Documents; and WHEREAS, the Association acts through the Board of Directors (Board), which is also referred to in the Declaration as the Board of Managers, in all matters except those matters reserved exclusively to the owners; and WHEREAS, the unit owners are Members of the Association with certain rights and responsibilities under the Act and Governing Documents, including the right to elect the Directors and to vote in certain matters; and WHEREAS, the Board is authorized to adopt rules and regulations for the Association as provided in Section 448.3-102.1(1) of the Act and Section 7.6(a) of the Declaration; and WHEREAS, the Board deems it to be in the best interests of the community as a whole to provide procedures that foster integrity and are effective, fair and efficient for the conduct of elections and voting by the Members in Association matters.)

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ARTICLE TWO: Definition and Conflicts All terms used in these By-Laws shall have the same meaning as defined in the Act or the Amended and Restated Declaration of Condominium Ownership of Fall Creek Resort Condominium dated April 19, 1994 (the Declaration). In the event of any conflict between these By-Laws (as amended from time to time) and the Declaration, the Declaration shall control. ARTICLE THREE: Membership Any person or entity on becoming a Unit Owner of a Condominium Unit shall automatically become a member of this Association (a Member) and be subject to these ByLaws. In this respect, the terms Owner and Member may be used synonymously. Such membership shall terminate without any formal Association action whenever such person or entity ceases to own a Condominium Unit (whether such termination is voluntary or by operation of law), but such termination shall not release or relieve any such former Owner from any obligation incurred during the period of membership in the Association or impair any rights or remedies which the Unit Owners have, either through the Board or directly against such former Member. The transfer of a Unit shall be deemed to have occurred upon the recordation of a deed or other instrument transferring title with the Taney County Recorder of Deeds and the filing of a true and correct copy of such instrument with the Man ager of the Association. If a Unit is owned by more than one (1) person, then all of the persons so owning said Unit shall be Members of the Association and shall be eligible to hold office, attend meetings and exercise all of the other rights of an Owner; provided, however, that (i) the vote of a Unit shall be cast only by the voting member, as provided herein, and (ii) only one co-owner of a Unit may serve as a Board Member or Officer (as defined below) at any given time.

ARTICLE FOUR: Association Administration Members of the Association have the responsibility of Condominium administration through initiatives identified herein, direct vote at meetings, and by an elected Board of Directors (the Board). Proceedings of all official meetings shall be recorded and become a permanent record of the Association. (1) Annual Meetings. The annual meetings of the Association shall be held on a Saturday in June in Branson, Missouri at a time and location to be announced in the notice thereof. The purpose of the annual meeting will be election of members of the (Board Members) and for transacting such other business that may properly come before the meeting. (2) (General Membership Meetings.) (delete) (The Board will meet with the general membership quarterly for the purpose of hearing the concerns of Members and, if a quorum is present, for the purpose of transacting Association business. The annual meeting shall count as a quarterly meeting.)

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(3) Special Meetings. Special meetings of the Members may be called by the President of the Association, and shall be called by the President at the request, in writing, of a majority of the Board, or of the Members whose collective allocated interest is not less than 20% of the allocated interest of the entire Condominium. Locations of special meetings will be in Branson, Missouri at a time and place provided in the notice of the special meeting. Any business transacted at a special meeting shall be limited to the subject(s) described in the notice thereof. (4) Notice of Meetings. Written notice stating the place, day and hour of the annual meetings and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be sent by first class mail by the Board President, or the Presidents designee, to each Member of record entitled to vote at such meeting post marked no less than 14 and no more than 30 days before the date of the meeting. Such notice shall be deemed to be delivered when deposited in the United States mail in an envelope addressed to the Member at her/his address as it appears on the records of the Association, with postage prepaid. If the Association has no record of the address, then the Association may either address the notice to the Unit for which the Member is entitled to have a vote, or to the address for the Unit Owner shown on the records of the Taney County Tax Collector. (5) Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of members holding 20% or more of the votes entitled to be cast shall constitute a quorum. Except as provided by the Act or other applicable law, and as provided in Article Fifteen below, an affirmative vote of a majority of the Members present, either in person or by proxy, shall be required to transact business at the meeting. (6) Voting List. A complete list of the Members entitled to vote shall be maintained by the Association Manager, under the direction of the Secretary, and shall be available for inspection by any member at the Associations office during regular business hours and at the time and place of annual and special meetings. (7) Proxies. At all membership meetings, a Member may vote in person or by proxy executed in writing in accordance with the provisions of these By-Laws and Missouri law. Such proxy shall be filed with the Secretary before or at the time of the meeting. A proxy shall be valid only for the meeting(s) designated in the proxy, but no proxy shall be valid for a period exceeding 12 months. A proxy must also be dated, identified by the ownership interest, and signed to be valid. A mortgagee of a Unit is eligible to serve as a proxy for the Owner of such Unit.

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No Member may revoke a proxy except by (i) attending a meeting and voting in person, (ii) actual notice of revocation provided in writing to the Secretary, or (iii) executing a subsequent proxy and filing same with the Secretary, as set forth above. (8) Election and Voting Procedures THESE RULES were originally adopted on the 13th day of December, 2008 through a policy change by the Board of Directors of Fall Creek Condominium Owners Association, Inc. (Association) and were effective on the 1st day of January, 2009 (Effective Date). This policy will become permanently enacted through this amendment to the by-laws. NOW THEREFORE, the following procedures are adopted by the Board to administer elections and voting under the Governing Documents. (9) Election Procedures (a) Qualifications to Serve as Director. Each Member who is a candidate for election as Director must meet the qualifications contained in the Act and Governing Documents: the candidate must be a Member in Good Standing, i.e., (1) a record owner of a Unit in the Condominium as determined by the records of Taney County and (2) current in payment of assessments and any other charge imposed under the Act or Governing Documents. Candidate should also not have an obvious conflict of interest. Not more than one Owner of the same Unit may serve as Director at the same time. (b) Terms of Directors. Each Director shall be elected to a term of three years or until his or her successor is elected (and qualified). The terms shall be staggered so that approximately one-third of the Directors are elected annually. (c) Election Meeting. Election of Directors shall occur at the June annual meeting of the Association. If a quorum (20% of all members in good standing) is not present, the election shall be deferred until a special meeting can be held or until the next annual meeting. The current Director(s) shall continue to serve until a new election is held. (d) Nominations. The President shall appoint a Nominating Committee (Committee) in March preceding the annual meeting. The Committee shall consist of at least three members, one of whom is a current Director who is not standing for reelection. The Committee shall solicit candidates who are qualified, interested, do not have a conflict of interest, and available to serve. By April 15, the Committee shall nominate at least two more candidates than there are Directors to be elected. Each selected candidate must agree to the nomination in writing to the Board on or before April 25. The resulting list of candidates shall be included in the Boards notice of the annual meeting sent to all members along with a brief statement from each candidate and a directed proxy as provided in Section 10 (d) (1) of these rules. Nominations may also be made from the floor at the annual meeting, providing that the candidate accepts such nomination at the meeting or has previously provided written acceptance.

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(e) Campaigning. Each candidate shall have an equal opportunity to communicate with the members prior to the election as follows: (1) to obtain a current membership roster (as provided in Section 10 (c) of these Rules) for the limited purpose of communicating with the members, (2) to address the membership at the election meeting and speak for an equal length of time not to exceed five minutes. No candidate shall erect a sign or banner with respect to his or her candidacy. (f) Voting for Directors. The means by which the members may cast votes for Directors is provided in Section 10 (d) (1) (a) (1) of these Rules. (g) Tabulation of Results. The presiding officer of the meeting will select volunteers from among the members present to count directed proxies/ballots. Tabulation of all directed proxies/ballots will be conducted in the presence of those members in attendance. All questions/issues concerning the election and directed proxies/ballots will be resolved during the meeting. The presiding officer of the meeting will announce the election results. The Secretary will record the results of the elections in the official minutes of the meeting, which shall constitute certification of the election. (10) Voting Procedures (a) Rights. The right to vote on Association matters that require a vote of the membership is allocated to each unit on an equal basis, i.e., one unit one vote, as provided in Section 7.3 of the Declaration. (b) Qualifications. To qualify for voting on Association matters, a member shall be a Member in Good Standing as set forth in Section 9 (a) of these Rules. (c) Membership Roster. The Manager, under the Secretarys direction, shall maintain a membership roster containing the name and address of each Member in Good Standing. The membership roster shall not include telephone numbers or email addresses of any member unless such member expressly authorizes inclusion of such information. The roster shall be updated not more than ten days prior to the annual election meeting. Candidates for the board of directors may request a current membership roster if they so desire. (d) Means of Casting Votes. Each member shall be entitled to cast his or her vote by the means described herein. (1) Voting by Proxy. Members shall be entitled to vote by proxy as follows: a. Directed Proxies. (1) For election of Directors, the Board shall prepare a directed proxy for use by any member unable to attend the election meeting in person. The directed proxy shall be sent with the notice of the election meeting and include the name

of each candidate and two blank lines for write-in candidates, and allow the member to cast his or her vote which shall bind the proxy holder.
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(2) For any other vote of the membership, the Board shall prepare a directed proxy if the vote will be held at a meeting of the Association, or prepare a mail ballot or email ballot (or any combination of these means) if the vote will not be taken at a meeting of the Association. The directed proxy, mail ballot or email ballot shall allow the member to cast his vote on the particular matter. Instructions on the directed proxy shall bind the proxy holder. (3) To preserve the integrity of the voting process, the Boards directed proxy shall be the official Association proxy for elections or any other matter to be voted upon by the members, and no other directed proxy form may be accepted. Directed proxies must be sent to the Association office and received prior to the official date of the election to be counted. b. General Proxies. Any member unable to attend a membership meeting in person may grant a general proxy to another person, subject to other provisions of these Rules. (See 10 d (1) a (3) above.) c. Proxy Requirements. Each proxy, whether directed or general, must be in writing, dated, identify the unit owned by the member, and must be signed by the member. In the event there is no designated proxy holder on the proxy, the President or Vice-President will be default directed proxy holder. However, the absence of a directed proxy designee will not invalidate the directed proxy. If any required information is omitted or the proxy is incorrectly accomplished, the proxy will be invalid and will not be counted. All proxies, both valid and invalid, will be maintained for a period of 30 days at which time, they will be destroyed. (See 10 (e) below.) Only members in good standing may be designated proxy holders. A proxy shall be valid only for the meeting(s) designated in the proxy, but no proxy shall be valid for a period exceeding 12 months. A proxy must be filed with the Secretary by delivery to the Association office as directed. (See 10 (a) 3). Votes cast by proxy are counted to determine whether a quorum is present at the meeting. A proxy is not an official Association record until such time a vote has been called and tabulated. d. Revocation of Proxy. A member may revoke a proxy by (a) attending a meeting and voting in person, (b) providing actual notice of revocation in writing to the Secretary and delivered to the Association office, or (c) executing a subsequent proxy and filing same with the Secretary and delivered to the Association office. A directed proxy shall be deemed to revoke a previously executed general proxy. (2) Voting by Ballot. A member who is present in person at any meeting at which a vote is required shall cast his or her vote by written ballot. When voting in person, the members directed proxy, if applicable, will become void and removed if previously submitted to avoid duplication/voting twice.

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(3) Voting by Email. The Board may enable any member to cast his or her vote by email provided the member agrees in writing, the vote cast is verifiable as the members vote, the results are preserved in electronic format or hard copy, and the procedure otherwise complies with the provisions of the Missouri Uniform Electronic Transactions Act. (e) Confidentiality. All votes cast, regardless of the means of voting, shall be deemed confidential and shall not be part of the Associations records subject to inspection by the membership. Pending any election disputes, all proxies/ballots will be destroyed after 30 days. (f) Multiple Owners of a Unit. If only one of the multiple Owners of a Unit is present at a meeting of the Association, that person is entitled to cast a vote representing all owners. If more than one of the multiple owners is present, that units vote may be cast only in accordance with the agreement of a majority in interest of the multiple owners. Majority agreement exists if any one of the multiple owners casts the vote allocated to that unit without protest being made promptly to the presiding officer by any of the other Owners of the Unit. (g) Voting by Corporate Owners. If any unit is owned by an entity such as a corporation, partnership, trust or limited liability company, the board or other governing body of such entity shall designate the officer authorized to cast the vote of that unit. The designation shall be made in writing to the Secretary promptly after the entity acquires title to a unit and shall be updated as may be necessary prior to the annual election meeting or any meeting at which voting may occur. (h) Signature Cards. The Board, in its discretion, may require signature cards of members. (11) Order of the Business. The order of business of all membership meetings shall be conducted using Roberts Rules of Order as a guideline, except to the extent such rules are in conflict with the Declaration, the By-Laws or the rulings of the Board. ARTICLE FIVE: Election of Officers and Board (1) There shall be 7 Board Members on the Board of Directors. In 1994, three members were elected to 3-year terms. In 1995, two members were elected to 3-year terms, and in 1996, two members were elected to 3-year terms. Subsequent elections will elect all Board Members for 3-year terms. (2) In March of each year preceding the annual June meeting, the President will appoint a Nominating Committee of not less than 3 members, one of whom is currently serving on the Board but is not up for re-election. No later than April 15 prior to the June annual meeting, the Nominating Committee will screen all nominees and nominate at least two more

candidates than there are Board Members to be elected. All candidates must agree to the nomination and must provide such agreement in writing to the Board, via the Nominating Committee, on or before April 25. The Nominating Committee will submit their
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recommended list of candidates to the entire board for approval no later than April 30. The resulting list of approved candidates shall be included in the notice of annual meeting sent to all members. Additional nominations may be taken from the floor at the annual meeting provided that the candidate accepts such nomination at the meeting, or has previously provided in writing that he/she will accept such nomination. (3) Candidates will be given an opportunity to address the membership at the June annual meeting and speak for an equal length of time, not to exceed 5 minutes. (4) At the annual membership meeting following the election, the newly elected Board Members shall immediately assume their position on the board. Promptly following such annual meeting, the newly-constituted Board shall hold an organizational meeting and shall elect officers to serve one-year terms. (5) If a quorum is not established at the annual meeting, then the election of Board Members shall be held at the next annual meeting, or at a special meeting called by the President of the Board for such purpose. ARTICLE SIX: Removal and Replacement of Board Members. (1) Removal by Members. Subject to the relevant provisions of the Act or the Declaration and to the presence of a quorum, at any regular or special meeting duly called, any one or more of the Board Members may be removed, with or without cause, by a two-thirds majority vote of the members present and entitled to vote provided that notice of the proposed recall was included with the notice of such meeting. A successor may then be elected to fill the vacancy thus created, and such successor shall serve as a Board Member for the remaining term of his/her predecessor. Any Board Member whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting prior to voting thereon. (2) Removal by the Board. A Board Member may be removed by a majority vote of the other Board Members present at a Board meeting at which a quorum has been established if said Board Member has missed two consecutive regular Board meetings, or a total of four regular Board meetings during the three-year (or shorter) term of such Board Member. However, the other Board Members may waive the right to remove, in their discretion, upon the adoption of a resolution that provides for such waiver. Additionally, any director may be removed by an affirmative vote of not less than two thirds of the board for failure to fulfill his/her fiduciary responsibility, conflict of interest where there exist an obvious personal or monetary gain, actions that are deemed illegal, violation of state or federal law, and any other actions, which in the judgment of the majority of the board, is contradictory to the good order and discipline of the Association. Board members may also be removed for actions that intentionally violate the governing documents, legally established Association policies and the approved rules and regulations of the Association. (3) Vacancies. Any Board Member who ceases to be a Unit Owner shall be deemed to

have resigned as a Board Member. Except as stated in Article 6, (1) above, the following

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procedures will apply. If a board seat becomes vacant, the Board of Directors will revert to the previous election and review the list of unsuccessful candidates. The candidate with the highest number of votes from the most recent election would be appointed to fill the vacant position. This procedure would be repeated until all candidates are exhausted. In the event no candidates are available, the vacancy shall be filled by appointment and vote of the majority of the remaining Board Members. Each person so appointed by the Board shall be a Board Member for the remaining term of his/her successor or, at the discretion of the Board, until the next regular election of Board Members. Despite the expiration of a Board Members term, such member shall continue to serve until a successor is elected. ARTICLE SEVEN: Procedure for Conducting Board Business. (1) No waiver of Rights. The omission or failure of the Association, Board, or any Member to enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, the By-Laws, or the Rules and Regulations adopted pursuant thereto (as defined in Section 8 (b) below), shall not constitute or be deemed a waiver, modification or release thereof, and the Board shall have the right to enforce the same thereafter. (2) Board Meetings. Regular meetings of the Board shall be held at least once each quarter. Notice of regular meetings of the Board shall be given to each Board Member at least 7 days prior to the day named for such meeting. Notice may be provided personally, by mail or by facsimile. (3) Special Board Meetings. Special meetings of the Board may be called by the President or two or more Board Members on not less than 7 days notice to each Board Member. Such notice shall be provided by the President who shall specify the time, place, and purpose of the meeting. Notice may be provided personally, by mail or by facsimile. (3) Waiver of Notice. A Board member may at any time waive any notice required hereunder. Except as provided in the following sentence, the waiver must be in writing, signed by the Board Member entitled to the notice, and filed with the minutes or the corporate records. A Board Members attendance at or participation in a meeting waives any required notice of the meeting unless such member, upon arriving at the meeting or prior to the vote on a matter for which proper notice was not given, objects to lack of notice and does not vote for or assent to the objected action. (4) Board quorum. At all meetings of the Board, a majority of the Board Members shall constitute a quorum for the transaction of business and the acts of a majority of the Board Members present at a meeting at which a quorum is present shall be the acts of the Board. Board Members may not vote by proxy. (5) Board Actions by Unanimous Written Consent or Other Approved Media.

Any action which may be taken by the Board at an official meeting may be taken without a meeting if written consents to such action are signed by all Board Members (including without limitation written consents obtained by fax or other approved media). Additionally, the Board may conduct a meeting by conference call. A Board Member participating in such a meeting shall be deemed to be present in person. Because of improvements in communications technology, board actions may also be conducted by any appropriate/practical
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communications medium available. This may include the conduct of business by fax, email, conference calls, and other methods as applicable. Board decisions will be documented via paper copy or approved electronic medium and will become part of permanent corporate records. Majority board votes will constitute approval regardless of method used. ARTICLE EIGHT: Powers and Responsibilities of the Board. The Board shall have the powers necessary for the administration of the affairs of the Association and for the operation and maintenance of the Condominium. Such powers and responsibilities of the Board shall include, but shall not be limited to the following: (a) To administer and enforce the convents, obligations, and all other provisions of, and to perform all duties required or permitted by, the Act, the Declaration and these By-Laws. (b) To establish, make, amend and enforce rules and regulations for the maintenance and the use of the Common Elements, including Limited Common Elements (the Rules and Regulations). A copy of such Rules and Regulations shall be delivered or mailed to each member upon adoption thereof, or upon Condominium Unit purchase. Any amendments thereto shall also be delivered or mailed to each Member. It shall be the responsibility of each Member to ensure that any person(s) occupying their unit are provided with a copy of the thencurrent Rules and Regulations and that such person(s) abide by same. (c) To incur such costs and expenses as may be necessary to insure, and keep in good order, condition, and repair, the Common Elements, including Limited Common Elements. (and all items of common personal property). (d) To prepare a budget for the Association, impose assessment, including special assessments, and maintain a replacement fund, in accordance with the Act, the Declaration and these By-Laws. (e) To collect delinquent assessment by suit or otherwise and to enjoin or seek damages from a unit owner as is provided in the Act, the Declaration and these By-Laws. To enforce a late charge or penalty as established by Board policy, (of not more than $10.00 per month and to collect interest at the existing prime rate as published in the Wall Street Journal.) (From time to time plus 4% per annum in connection with assessments and late charges or penalties remaining unpaid more than 20 days from due date for payment thereof), together with all costs of collection, including without limitation administrative costs, court costs and attorneys fees incurred, whether or not a suit is actually filed. To impose liens against an owner for non-payment of dues and assessments.

(f) To protect and defend in the name of the Association any part or all of the Condominium from loss and damage. (g) To borrow funds in the name of the Association in order to pay for any expense or outlay required of the Association by the Declaration or the Act and to execute all such instruments evidencing such indebtedness and give security, as may be required therefor e. The persons who shall be authorized to execute promissory notes and security instruments shall be the President and Treasurer, whose signatures are attested to by the Secretary.
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(h) To enter into contracts, including leases of real and personal property, and to carry out the Associations duties and powers there under. To purchase, trade, or sell property as deemed appropriate and in the best interest of the Association. (i) To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be necessary. (j) To keep and maintain full and accurate books and records, in accordance with generally accepted accounting principles, showing all of the receipts or disbursements, specifying and itemizing the maintenance and repair expenses of the common elements, as well as charges made directly to unit owners and any other expenses incurred. To permit examination thereof at any reasonable time by any of the members. Although members will reasonably be allowed to examine the books and records of the Association, access to employee personal information or information of a sensitive nature will be strictly controlled and will not be released. Members personal information will likewise be strictly controlled and disclosure of information, except as required by law, will not be allowed. Protection of employee and member information will be the responsibility of the President and Secretary through the Association Manager. (k) To publish and deliver to each Member at least annually a balance sheet and statement of income and expenses for the most recent fiscal year. (l) To determine if Fidelity Bonds or equivalent insurance are required for any or all Officers or employees of the Association who handle or are responsible for Association funds. The premium for such bonds or insurance shall be common expense. (m) To establish, grant, and dedicate easements for public, quasi-public, and private utilities in addition to any shown on the Plat, in, over, and through any of the Common Elements; and to construct and maintain any utility service where the same is not otherwise readily available to the property or the Condominium Unit Owners. Any such utility service carried on and supplied by the Board under the terms thereof may, in the Boards discretion, be charged (on a uniform basis) to each particular Condominium Unit consuming the same where separately metered, to be treated in such case as a special assessment against such unit, otherwise such service to be paid from the general maintenance fund. (n) In addition to other committees that the Board may appoint as it sees fit, the Board may appoint an Executive Committee, of which one member shall be the President, to supervise the affairs of the Association and to regulate its internal economy, approve

expenditures and commitments, act and carry out the established policies of the Association and report to the Board at each meeting of the Board. The Executive Committee may hold regular meetings, monthly or as it may in its discretion determine. Special meetings may be called at any time by the chairperson of the committee or by any of its members, either by telephone, mail, personally, or by facsimile, and a special meeting may be held by telephone. (o) To employ or contract with a Manager for the Association for the exercise of those duties and powers set forth in the Mangers job description. Such duties and powers shall be determined by the Board, and may include any duties and powers which may be delegated pursuant to the Act.
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(p) To do all other acts and perform all other duties required of and imposed upon the Association by the Act, the Declaration and these By-Laws. ARTICLE NINE: Officers Duties and Responsibilities (1) President. The President shall be the Chief Executive Officer of the Association. The President shall preside at all meetings of the members and the Board and shall, subject to the control of the Board, have general supervision, direction and control of the business and Officers of the Association. Subject to Board approval, the President shall appoint all committees and be ex-officio a member of such committees, except for the architectural committee and the Nominating Committee. The President shall have the general powers and duties of management usually vested in the office of President of an association, and shall have such other powers and duties as may be prescribed by the Board or by these By-Laws. Annually, the President shall contract for an audit of the Associations books by a certified public account. (2) Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties delegated by the Board or by the President. If neither the President nor the Vice President is able to act, a majority of the remaining Board Members shall appoint another Officer to act in the place of the President, on an interim basis. If there is no officer available or willing to perform the duties of the President, any remaining board member so appointed will assume those duties. (3) Secretary. The Secretary, or the Secretarys designee, shall keep all the minutes of the meetings of the Board and the minutes of all meetings of the Association; shall have charge of such books and papers as the Board may direct and shall, in general, perform all the duties incident to the office of Secretary. The Secretary, or the Secretarys designee, shall compile and keep up to date, at the principal office of the Association, a complete list of members and their registered addresses as shown on the records of the Association. In addition, the Secretary, or the Secretarys designee, shall maintain a book containing all resolutions adopted by the Board or the Members. Secretary will perform all duties in a timely manner and in accordance with regularly practiced standards. (4) Treasurer. The Treasurer, or the Treasurers designee, shall keep and maintain adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, fund balances

and surplus. The books of account shall at all reasonable times be open to inspection by any Board Member or by any Member. The Treasurer, or the Treasurers Designee, shall supervise the deposit of all money and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board. The Treasurer shall oversee the disbursement of Association funds as may be ordered by the Board, shall render to the President and Board Members, whenever they request it, an account of all his/her transactions as Treasurer and of the financial condition of the Association and shall have such other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these By-Laws.

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ARTICLE TEN: Indemnification of Officers and Board Members. (a) No Director, Officer, employee or agent of the Association, and no heir, executor, administrator or personal representative of any such person, shall be liable to the Association for any loss or damage suffered by it on account of any action or omission by him as a Director, Officer, employee or agent if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Association , unless with respect to an action or suit by or in the name of the Association to procure a judgment in its favor such person shall have been adjudged to have been grossly negligent or acted with willful misconduct in the performance of his/her duties to the Association. (b) The Association shall indemnify each such person who was, is, or is threatened to be named a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the name of the Association) by reason of the fact that he is or was a Director, Officer, employee or agent of the Association, against expense (including reasonable attorneys fees), judgments, fines and amounts in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and with respect to any criminal action or proceeding, has reasonable cause to believe that his/her conduct was unlawful. (c) The Association shall indemnify each such person who was, is, or is threatened to be named a party to any threatened, pending, or completed action or suit by or in the name of the Association against expenses (including reasonable attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Association, except that no such indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him or if such person was found liable for negligence or misconduct in the performance of his/her duties to the

Association, unless and only to the extent that the Court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper and equitable. (d) To the extent that a Director, Officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including reasonable attorneys fees) actually and reasonably incurred by him in connection therewith.

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(e) Any indemnification under this Section (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper under the circumstances because he has met the applicable standard of conduct set forth in this Section. Such determination may be made (1) by the Board upon a majority vote of a quorum consisting of Directors who are not parties to such action, suit or proceeding; (2) by independent legal counsel in a written opinion if (A) such a quorum is not obtainable, or (B) if a majority of disinterest Directors so elects at a meeting at which a quorum is present, or (C) by the members. (f) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case, upon receipt of a written affirmation by the applicable Director, Officer, employee or agent of his/her good faith belief that he has satisfied the standard of conduct necessary for indemnification hereunder and a written undertaking by or on behalf of such Director, Officer, employee or agent to reimburse the Association for the amount of such expense if it is ultimately determined that he has not met these requirements, and after a determination that the facts then know to those making the determination would not preclude indemnification. (g) The indemnification and advancement of expenses provided pursuant to this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled by law, shall continue as to a person who has ceased to be a Director, Officer, employee or agent, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such person. ARTICLE ELEVEN: Amendments of the By-Laws. (a) Passage Of Amendment. These By-Laws may be amended by the affirmative vote of 51% of the Members present (either in person or by proxy) at any regular or special meeting called for such purpose, provided that a quorum as prescribed in Article Four, Section (5) herein, is present at any such meetings. Additionally, an Amendment of these By-Laws may also be approved by mail ballot or email ballot (or any combination of these means) if the vote will not be taken at a meeting of the Association per Article 4, Section 10, (d), 1, (a), 2.

(b) Amendment or General Revision Proposal. Amendments or general revisions of these By-Laws may be proposed by the Board or petition signed by at least 51% of the Members. A statement of any proposed amendment or general revision shall accompany the notice of any regular or special meeting at which such proposed amendment or general revision shall be voted upon. These By-Laws may not be amended insofar as such amendment would be inconsistent with the recorded restrictions pertaining to the Common Elements or the Condominium Declaration or Missouri Law. Any amendments or general revisions to these By-Laws need not be recorded to be effective.

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ARTICLE TWELVE: Mortgages (1) General. The Board shall discharge any mechanics lien or encumbrance levied against the Condominium property or any part thereof which may in the opinion of the Board constitute a lien against that property or against the Common Elements, Limited Common Elements and contracted or leased facilities, rather than merely against the interest therein of the particular Condominium Unit Owners. Where one or more Condominium Unit Owners are responsible for the existence of such lien, they shall be jointly and severally liable for the cost of discharging it and any costs incurred by the Board by reason of said lien or liens shall be specially assessed against said Unit Owner and their respective Unit and share. In the event a Mechanics Lien is filed and/or suit for foreclosure of a mechanics lien is commenced, then within 10 days such Owner shall be required to deposit with the Association cash or negotiable securities equal to one and one-half of the amount of such claim plus interest for one year together with a sum of 10% of the amount of such claim, but not less than $150.00, which latter sum may be used by the Association for any costs and expenses incurred, including attorneys fees incurred for legal advice and counsel. Except as is otherwise provided, such sum or securities shall be held by the Association pending final adjudication or settlement of the claim or litigation. Disbursement of such funds or proceeds shall be made by the Association to insure payment of or on account of such final judgment or settlement. Any deficiency incurred by the Association shall be paid by the Subject Owner, and failure to so pay shall entitle the Association to make such payment, and the amount thereof shall be a debt of the Owner and a lien against subject Condominium Unit which may be foreclosed as is provided in the Declaration. All advancements, payments, costs and expenses, incurred by the Association shall be reimbursed to it by such Owner(s) and the Owner shall be liable to the Association for the payment of interest at the rate of prime rate as published in the Wall Street Journal under the column Money Rates under the heading Prime Rate plus 4% per annum, on all such sums paid or incurred by the Associations. (2) Notice to Association. An Owner who mortgages her/his Unit shall notify the Association Secretary, giving the name and address of the mortgagee. The Association shall maintain such information in a book entitled Mortgages of Units.

(3) Notice of Unpaid Assessments. The Association, whenever so requested in writing by a mortgagee of a Condominium Unit, shall promptly report any then unpaid common expense assessment due from, or any other default by, the Owner of a mortgaged Unit. (4) Notice of Default. When giving notice to a Unit Owner of a default in payment of common expense assessments or other default, the Board shall send a copy of such notice, if feasible, to each holder of a mortgage covering such Condominium Unit whose name and address has theretofore been furnished to the Board.

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(5) Examination of Books. Each Unit Owner of a Condominium Unit shall be permitted to examine the books of account of the Association at convenient weekday business hours. ARTICE THIRTEEN: Evidence of Ownership and Registration of Mailing Address. (1) Proof of Ownership. Except for those Owners who initially purchase a Condominium Unit from the Developer, any person acquiring an interest in a Condominium Unit shall furnish to the Board a copy of the recorded instrument vesting that person with an interest in the Condominium Unit. The copy furnished to the Association shall be maintained in the files of the Association. (2) Registration of Ownership. The Owners or several Owners of each Condominium Unit shall have one and the same registered mailing address to be used by the Association for mailing of monthly statements, notices, demands, and all other communications, and such registered address shall be the only mailing address of a person or persons, corporate or private, to be used by the Association. Such registered address of a Condominium Unit Owner or Owners shall be furnished the Board within 15 days after transfer of title, or after a change of address, and such registration shall be in writing and signed by all of the Owners of the Condominium Unit or by such person(s) as are authorized by law to represent the interest of the Owners thereof. In the case of ambiguity or unknown addresses, the Association is entitled to use the address used by the Taney County Collector for property tax statements for the Unit. ARTICLE FOURTEEN: Obligation and Rights of Owners. (1) Assessments. All Owners shall be obligated to pay the monthly common expense assessments, sometimes referred to as monthly maintenance fees, imposed by the Association to meet the common expenses and to maintain the reserves as provided in the Declaration. Assessments shall be due and prepaid monthly, if not prepaid for longer periods of time. A Member shall be deemed in good standing and entitled to vote at any annual or special membership meeting, if all due assessments are fully paid. (2) Ability to ascertain Unpaid Common Expenses. Unit Owner and their

Mortgagees, upon 10 days written notice to the Board, and upon payment of a reasonable fee, shall be furnished a statement of account. Said statement shall include the amount of any unpaid common expenses, the amount of current assessments, the date that assessments are due, the amount of any advance payments made, prepaid items such as common insurance premiums and reserves, and any deficiencies in reserve accounts. Such statement shall be conclusive upon the Association in favor of all persons who rely thereon in good faith. (3) Notice of Lien or Suit. An Owner shall give notice to the Association of every lien or encumbrance upon his/her Condominium Unit and notice of every suit or other proceeding which may affect the title of his/her Unit, and such notice shall be given in writing to the Association within 5 days after the Owner has knowledge thereof.

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(4) Use of and Changes of Condominium Units. (a) All Units shall only be used for residential purposes as provided in the Declaration. (b) An Owner, shall not make structural modification or alteration to her/his Unit or installations located therein without the written approval of the Board except as permitted by the Missouri Uniform Condominium Act. The Board shall be notified in writing of the intended modifications. The Association shall have an obligation to answer an Owners request to make structural modifications or alterations to her/his Unit within 30 days after such notice, but failure to do so in such time shall be deemed to mean that the Association has denied approval for the requested modifications or alterations. (5) Use of Common Elements. Each Owner may use the Common Elements located within the entire Condominium in accordance with the purpose for which they were intended, if without hindering or encroaching upon the lawful rights of the other Owners, and subject to the then-current Rules and Regulations. (6) Destruction. Each Owner, upon becoming an Owner of a Condominium Unit, thereby grants power of attorney in favor of the Association, irrevocably appointing the Association her/his Attorney-In-Fact to deal with the Owners Condominium Unit upon its damage or destruction, as provided in the Declaration. (7) General. (a) Each Owner shall comply strictly with the provisions of the recorded Declaration and these By-Laws and any amendments thereto. (b) Each Owner shall always endeavor to observe and promote the accomplishment of the cooperative purposes for which this Condominium was established. ARTICLE FIFTEEN: Budget, Replacement Fund and Assessments.

(1) Budget (a) Prior to the end of each fiscal year of the Association, the Board shall prepare and approve a budget for the following fiscal year, which includes all common expenses for performance of the Associations responsibilities, limited common element expenses and a contribution to a replacement fund. (b) After adoption by the board of any proposed budget for the Condominium, the Board shall provide a summary thereof to all Unit Owners and a mail ballot for Unit Owners to consider ratification of the budget during March of each calendar year. Unless a majority of all the Unit Owners in the Condominium reject the budget, the budget shall be deemed ratified and such ratification shall be deemed to be a valid corporate action of the Association. In the event the proposed budget is rejected, the periodic budget last ratified by the Unit Owners shall be continued until such time as the Unit Owners ratify a subsequent budget proposed by the Board.

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(2) Assessments. All Members shall be obligated to pay assessments to meet the common expenses and limited common element expenses and to maintain an adequate replacement fund. Assessments shall be imposed on the basis of budget, prepared by the Board at least annually, and allocated as provided by the Declaration. The Board may permit the assessments to be paid in equal monthly installments, due on the 1 st day of each calendar month. A Member shall be deemed in good standing and entitled to vote and run for the Board of Directors if all accounts, including assessments (assessments or monthly installments thereof) are fully paid. ARTICLE SIXTEEN: Rules and Regulations. General: Until such time as the Board adopts a separate set of Rules and Regulations and delivers same to the Members, as set forth in section 8(b) above, the Rules and Regulations are as follows: (1) Any common sidewalks, driveways, entrances, and passageways shall not be obstructed or used by any Unit Owner for any purpose other than ingress and egress from the units. There shall be no obstruction of any portion of the Common Elements or any storage in the Common Elements without prior written consent of the A ssociation. No clothes, laundry or other articles shall be hung or exposed in any portion of the Common Elements or on or about the balconies, patios, windows or exteriors of any Unit or Building. (2) Except as to the vehicles subject to Rule No. (3) herein, no articles shall be placed on or in any of the general Common Elements except for those articles of personal property which are the common property of all of the Unit Owners. (3) No vehicles belonging to or under the control of a Unit Owner, or a member of the

family, or a guest, tenant, lessee, or employee of a Unit Owner shall be parked in such a manner as to impede or prevent ready access to any part of the Condominium. Vehicles shall be parked within designated parking areas. No more than two (2) vehicles will be allowed per unit. Any traffic flow markings and signs regulating traffic on the premises shall be strictly observed. No trailers, campers, boats, canoes or other water vessels or devices, motorcycles, trucks, recreational vehicles or other motor vehicles, non-functioning vehicles, or buses, except a passenger automobile, pick-up truck or passenger vans under 18 in the length, may be parked in any areas except those areas designated for such parking use and parking. No owner shall repair or cause repairs to be made other than such repairs that may be emergency in nature to any vehicle located on the property. Vehicles violating these rules will be towed at the vehicles owners expense.

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(4) No work of any kind, unless approved by the Board, shall be done upon the exterior building walls or upon the Common Elements by any Unit Owner. Such work is the responsibility of the Association. Each Unit Owner shall maintain and keep his Unit (including areas, facilities and Limited Common Elements exclusively allocated to such Unit) in good order and shall be responsible, at his own expense, for all furnishing and decorating within his Unit (and any balconies, patios and decks, if any, or other areas, facilities or Limited Common Elements exclusively allocated to such Unit), and shall do nothing which will prejudice the structural integrity or will increase the rate of insurance on the building in which his Unit is situated or which would be in violation of law. No Unit Owner shall have the right to make any modification or change to the exterior color or design of the buildings housing such Units. No Unit Owner shall use any barbeque grills, other than covered gas or electric grills on any balconies, deck or patios. (5) No Owner, resident, or lessee shall install wiring for electrical or telephone installation or for any other purpose, nor shall any television or radio antenna, machines, or air conditioning units be installed on the exterior of any Condominium building or structure, or that protrudes through the walls or the roof of the Condominium improvements, except as may be expressly authorized by the Association. Except as otherwise provided by Federal Communication law, no satellite dishes or antennas may be located on any Common Elements, or Limited Common Elements. No accessories or equipment may be installed to the plumbing system without the prior written consent of the Board (6) Owners and occupants shall exercise care to avoid making or permitting loud, disturbing, objectionable noises or behaviors of any kind in such a manner as may disturb Owners, tenants, or occupants of other Units or common areas that may disturb the peace at any time with extra care to be taken during Quiet Hours, between the hours of 10:00 pm to 8:00 am.

(7) Disposition of garbage and trash shall only be by the use of garbage disposal units or by the use of common trash and garbage facilities. Assessment of charges to Unit Owners for infraction thereof may be at the discretion of the board. Unit Owners will be billed for any large item, (i.e., water heater, sofas, large furniture items, etc) and other non approved dumping items. Items may be disposed of by Association upon request for a nominal fee. (8) The Association assumes no liability for any loss or damage to articles left or stored in any common or other area, including limited common area. (9) Any damage to the common elements or limited common element caused by the Owner or their guests, agents, or tenants, or the quests of a Unit Owner, shall be repaired at the expense of that Unit Owner.

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(10) No cats, dogs, bird s reptiles, or other animals (hereinafter for brevity termed animals) shall be kept, bred, maintained, or harbored on any part of the Condominium property and Unit, except for dogs, cats of gentle disposition or other small domestic animals which may be kept as pet s provided such house-pets are kept inside the Condominium Unit. In no event will any animal be permitted outside or in any portion of the common elements unless attended on a leash at all times. Notwithstanding the above, in no event will any dog whose breed is noted for its viciousness or ill temper be permitted on the premises. The Association pet restrictions will conform to Branson city ordinance requirements. Any dropping on the common elements will be picked up by the owner of the animal and removed immediately to dumpsters or other trash disposal containers. If any of the above-named animals as pets become obnoxious to other Owners or lessees, the Owner or person having control of the animal will be given written notice from the Board or Association Manager. Any pet causing or creating an unreasonable disturbance, noise or nuisance will be permanently removed from the property upon written notice from the Association. Violations of the above rules will result in fines as determined by the Board of Directors. (11) No signs shall be hung or displayed on the outside of windows or placed on walls of any building, and no awnings, canopy or shutter shall be affixed to or placed upon an exterior wall or roof. All draperies hung in windows or openings where same will be visible from the exterior of the Unit, shall be lined with off-white colored material so that all draperies within the condominium shall appear white from the exterior. Unit Owners may choose to use horizontal or vertical blinds, off-white in color, in lieu of draperies, on the front, sides, and back of each building. No For Sale or For Rent signs shall be displayed on the exterior of any Unit or at any place within the interior of a Unit which could be seen from outside the Unit, by any person, firm or corporation. No For Sale or For Rent signs shall be displayed in parked vehicles on common area parking lots. Small decorations that are in good taste, as determined by the Association Manager, and appropriate for the occasions may be visibly displayed on inside windows for holidays to include Memorial Day, Independence Day, Halloween, Thanksgiving, Veterans Day and Christmas. They may also be attached to entry doors as long as the decoration does not alter or deface subject property. Decorations must be removed no later than 15 days after the said holiday. (12) Key control for condominium Units in the rental programs shall be the primary responsibility of the respective rental program manager, with the Association being provided with pass keys to such Units in any rental program. Pass key custodian for condominium Units not in the rental programs shall be the association Manager or Board. No Unit Owner or Lessee shall alter or change a lock used for the purpose of external entry security, including changing the doorknob or dead bolt, without consent of the key custodian. Dead bolt locks or other internal latching devices may be installed by Unit owners for internal security purposes. Rental programs may require such devices. In the event of an emergency, Association or emergency personnel will enter the unit by any means necessary. If no unit key has been provided either by the unit owner or rental program manager, any damage incurred as a result of emergency entry will be the responsibility of the Unit Owner.

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(13) Each Unit shall be used as a single family residence. Units may be used as a second home, vacation or as a rental unit. There are no restrictions on the use of units as rental property as long as owners and tenants adhere to rules and regulations and governing documents of the Association. The Association Manager will be notified when units are placed on a rental program. Rules and regulations will be posted in visible area of nightly rental units. (14) No business, trade, occupation or profession of any kind shall be conducted, maintained or permitted in a Unit or on any part of the Property, except that the Association may conduct Association business and maintain an office in a Unit or on Common Property. (15) The Board reserves the power to establish, make and enforce compliance with such additional Rules and Regulations as may be necessary for the operation, use and occupancy of this Condominium with the right to amend same from time to time without amendment of these By-Laws. Copies of such Rules and Regulations shall be furnished to each unit and owner prior to the date when the same shall become effective.

ARTICLE SEVENTEEN: Abatement and Enjoinment of Violations by Unit Owners.

The violation of any By-Laws, Rules and Regulations or the breach of any provision of the Declaration shall give the Board the right, in addition to any other rights set forth herein: (1) To enter the Unit in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Unit Owner, any person, structure, thing, or condition that may exist therein contrary to the intent and meaning of the provisions thereof, and the Board shall not be deemed guilty in any manner of trespass, and to expel, remove and put out, using such force as may be necessary in so doing, without being liable to prosecution or in damages therefore, and; (2) To enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach and to recover reasonable attorneys fees incurred in such proceedings. ARTICLE EIGHTEEN: Association Not-For-Profit. This association is not organized for profit. No member, Board Member, Officer or person from whom the Association may receive any property or funds, shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to or distributed to, or inure to the benefit of any Board Member, Officer or Member; provided, however, that, (1) Reasonable compensation may be paid to any Member, Board Member or Officer while acting as an agent or employee of the Association (including without limitation as the Manager), for services rendered in effecting one or more of the purpose of the Association, and that,

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(2) Any Member, Board Member, or Officer may, from time to time, be reimbursed for actual and reasonable expenses incurred in connection with the administration of the affairs of the Association. ARTICLE NINETEEN: Fiscal Year. The fiscal year of the Association shall begin on the first day of June and end on the 31 st of May of every year. ARTICLE TWENTY: Secretarys Certification of Adoption of By-Laws. I, the undersigned, do hereby certify that I am the duly elected Secretary of the Association, and that the foregoing Third General Revision of the By-Laws of the Association were adopted by the Associations membership through mail ballot, the results of which were certified ____ _______2009. Signature on file ______________________________________ Secretary of Fall Creek Condominium Owners Association