MEETINGS OF MEMBERS
SECTION 2.1 MEMBERSHIP. Every Owner shall be a Member.
SECTION 2.2 ANNUAL MEETING. An annual meeting of the Members shall be held at a date and time fixed by the Board. The purpose of the annual meeting shall be to elect Directors and to transact such other business as may come before the meeting. Failure to hold an annual meeting at the designated time shall not affect the validity of any action taken at a meeting of the Members.
SECTION 2.3 SPECIAL MEETINGS. Special meeting of the Members may be called by the President, the Board, or not less then one-tenth of the Members having voting rights.
SECTION 2.4 PLACE OF MEETING. The Board may designate any site as the place of meeting for any special or annual meeting of the Members.
SECTION 2.5 NOTICE OF MEETINGS.
2.5.1 Notice Requirements. A written notice stating the place, day and hour of an annual and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered personally, by United States mail, or by any other means permitted under the laws of the State of Indiana to the last known address of the Members. The written notice shall be delivered to the Member at least ten days before the meeting, or, if the notice is mailed by other than first class or registered mail, the written notice shall be given no earlier than 30 days and no later than 60 days before the meeting date.
2.5.2 Waiver of Notice. Attendance at any meeting in person, by a duly authorized attorney-in-fact, or by proxy shall constitute a waiver of notice of such meeting.
SECTION 2.6 INFORMAL ACTION BY MEMBERS.
2.6.1 Action By Members Without a Meeting. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without meeting if a consent in writing, setting forth the action so taken, shall be signed by 80% of the Members entitled to vote with respect to the subject matter of that action.
2.6.2 Action By Meeting of All Members. If all the Members shall meet at any time and place, either within or without the State of Indiana, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
SECTION 2.7 QUORUM. Ten percent of persons qualified to vote as Members at a meeting, represented in person or by proxy, shall constitute a quorum for any meeting of the Members.
SECTION 2.8 PROXIES. At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or the authorized attorney-in-fact of the Member. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A proxy shall terminate upon the conveyance of Lot, which gave rise to the voting rights assigned by proxy.
SECTION 2.9 VOTING LIST. The Secretary shall keep, at the registered office of the Corporation, a complete and accurate list of all Members and of all Members entitled to vote at any meeting of the Members.
SECTION 2.10 VOTING.
2.10.1 Generally. A Member shall be entitled to vote as permitted by the Bylaws, the Articles, and the laws of the State of Indiana, but only if that Member has paid in full all Assessments, and all other charges or fees due to the Corporation for the current fiscal year and all prior fiscal years. When more than one person holds an interest in a Lot, all such persons shall be Members. The vote for such Lot shall be exercised as such persons determine, but in no event shall more than one vote be cast with respect to one Lot, except as provided by the Articles or by section 2.10.3.
2.10.2 Class A Members.
2.10.2.1 Identification. The membership of Class A consists of all Owners (except developers).
2.10.2.2 Voting Rights. Each Class A Member shall be entitled to one vote for each Lot owned.
2.10.3 Class B Members.
2.10.3.1 Identification. Class B membership in each Section shall be the Developer of that Section.
2.10.3.2 Voting Rights. Voting rights for a Class B Member shall be determined on a Section-by-Section basis. If a Class B Member owns a Lot in a Section, then for that Section the Class B Member shall be entitled to vote that number of votes designated in the Restrictive Covenants for that Section, less the number of votes which Class A Members are entitled to vote for that Section pursuant to the Restrictive Covenants.
2.10.3.3 Duration of Class B Status. The duration of Class B status shall be determined on a Section-by-Section basis. The class B status for a section shall end upon the occurrence of the earlier of either:
2.10.3.3.1 The dates specified in the Restrictive Covenants; or
2.10.3.3.2 The conveyance by the Class B Members of fee simple title to all of the Lots in that Section. If a Lot is used by a Class B Member as a personal residence, then for purposes of determining the duration of the Class B statues under this section 2.10.3.3.2, that Lot shall be deemed to have been conveyed in fee simple by the Class B Member.