M.P.O.A.

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ARTICLE VI

REPRESENTATION

Section 1. Member subdivisions and unsubdivided property shall be represented accordingly: Subdivisions shall be represented by one (1) delegate for each one hundred (100)lots or fraction thereof.

       Unsubdivided property shall be represented by one (1) delegate for each twenty(20) acres or fraction thereof.

       Each Delegate shall be entitled to one (1) vote.

Section 2.      Delegates may be either elected or appointed according to the by-laws or agreements of their respective subdivision or unsubdivided property.

Section 3.      The delegate(s) from each subdivision or unsubdivided property(s) shall select one of their number, as their director, to represent them at the directors' meetings.

Section 4.      Thirty (30) days prior to the regular September Delegates' Convention, each member subdivision or unsubdivided property must provide the Secretary of the M.P.O.A. with the name, address and telephone number of its Delegate(s) and their Director.

ARTICLE VII

VOTE ALLOCATION

Section 1. At Directors' meetings, each director's vote shall be weighted according to the same formula for delegates established in Article VI, Section 1, except that the number of delegates represented by each individual director shall first be taken into account before the formula is applied.

Section 2. At Delegates' Conventions each delegate or delegate's proxy shall have one (1) vote.

Section 3. Voting Options.

                  Yes - Supports the motion.

                  No - Does not support the motion.

                  Pass/Abstain - shall be counted with the prevailing side.

                  A Director or Delegate has the right to change his/her vote up to the time the vote is finally announced. After that, he/she can make the change only by permission (a majority vote) of the assembly.

ARTICLE VIII

PROXY REPRESENTATION

Section 1.      Directors

                  Directors will not be permitted to vote by proxy.

Section 2.      Delegates

When a delegate is unable to attend a particular Convention Meeting, he/she may grant a proxy to another delegate from his/her subdivision or unsubdivided property.

When a subdivision or unsubdivided property is represented by only one (1) delegate, that delegate may grant his/her proxy to another member of his/her subidivision or unsubdivided property, subject to approval by his/her subdivision or owners of the unsubdivided property.

Section 3.       When a subdivision or unsubdivided property is represented by only one (1) delegate, that delegate will be considered their director. Consequently, the rule for representation for directors will apply for Directors' Meetings and the rule for delegates' representation will apply for Delegates' Conventions.

Section 4. All proxies must be executed in writing by the delegate or the delegate's duly authorized attorney in-fact and may carry instructions as to their use. Proxies   shall be presented to the Secretary and their substance noted in the minutes of the meeting.

Section 5.      The Secretary shall provide the appropriate proxy form with instructions to be sent with each notice of a meeting.

ARTICLE IX

MEETINGS

Section 1.      Regular Directors' Meetings will be held on the second Wednesday of the month, at seven (7) P.M. The place for each meeting will be determined by the officers. The officers will set the agenda. However, any director may place an item on the agenda for consideration at the next meeting.

A quorum of the officers may call a Special Directors' Meeting at any time.

Section 2,      The Convention of Delegates will be held on the second Wednesday of September, before the regular September Directors' Meeting.

A quorum of the officers may call a Special Convention meeting at any time.

Section 3.      The Secretary shall mail written notification of regular or special Directors' Meetings and regular or special Convention Meetings to all:

Directors

Delegates

Subdivision Secretaries

Owners of Unsubdivided Property

Written notification shall include:

An Agenda

Previous Minutes

Treasurer's Report

Such notification shall be postmarked no later than ten (10) days prior to the meeting unless the agenda includes any of the following items for consideration, in which case, notification shall be postmarked no later than twenty(20) days prior to the meeting:

Mergers

Consolidation

Dissolution or sale, lease or exchange of assets

Granting of lake rights

By-law amendments

Section 4.      Order of Business.

The following order of business is intended as a guide to the Directors, Delegates and

Officers in planning the agenda for the meetings. A change in the order the items appear on the agenda can be accomplished by a simple majority vote of the officers.

                  (Revised 9/13/95)

Directors' Meetings Delegates' Convention

I.      Call To Order I.      Call To Order

II.     Establish Quorum - Roll Call II.     Establish Quorum - Roll Call

III.    Approval of Previous Minutes III.    Approval of Previous Minutes

IV.    Treasurer's Report IV.    Annual Budget

V.     Communications V.     Election of Officers

             A. Correspondence VI.    Public Comments

             B. Public Comments VII.   Unfinished Business

VI.    Committee/Commission Reports VIII. New Business

VII.   Unfinished Business IX.    Adjournment

VIII.  New Business

IX.    Adjournment

Section 5. All discussion shall be limited to agenda items. Emergency matters may be considered if submitted in writing prior to the commencement of either Directors' or Delegates' Meetings and approved by a three-fourths (3/4) majority vote of the Assembly.

Section 6. A.  The President may call emergency Directors' Meetings or emergency Delegates' Conventions on a minimum of one day notice by personalcontact or telephone call to each director and/or delegate.

B.   If the President is unavailable or refuses to call an emergency Directors' Meeting for any reason, the Vice-President or any other officer with concurrence of one (1) Director may call an emergency Directors' Meeting.

C.  If the President is unavailable or refuses to call an emergency Delegates' Convention for any reason, a written request by twenty-five (25) or more delegates shall be sufficient to direct the officers to call an emergency Delegates' Convention.

Section 7.      Quorum.

Three (3) officers shall constitute a quorum for all officers' meetings

Fifty (50) percent of all delegates of record and three (3) officers shall constitute a quorum for all Directors' or Delegates' Meetings.

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