PURPOSE AND POWERS

A. ARTICLES OF INCORPORATION. These are the Bylaws of WAVERLY HUNDRED

HOMEOWNERS ASSOCIATION, INC., a corporation not for profit, organized under the laws of the

State of Florida, the Articles of Incorporation of which were filed in the office of the Secretary of State.

B. PURPOSE AND POWERS. The Corporation has been organized for the purpose stated in the

Articles of Incorporation and shall have and exercise all of the powers described in the Articles of

Incorporation.

DEFINITIONS

As used herein, the word "Corporation" shall be the equivalent of "Association" as defined in the

Declaration of Covenants of Waverly Hundred as filed in official Records of Broward County, Florida.

All other words as used herein shall have the same definitions as attributed to them in the Declarations and

the Articles of Incorporation.

MEMBERSHIP AND VOTING

A. CLASSES. The Association shall have two (2) classes of Members:

(1) Class A Membership. Class A Members shall be those record Owners of fee simple title to a Lot

who received such title from Declarant or who obtained fee simple title from another Owner.

(2) Class B Membership. Class B Members shall be the Declarant. The Class B Membership of the

Declarant shall cease and be converted to Class A Membership on the happening of either of the

following events, whichever occurs earlier:

a) On the date that Declarant sells its last Lot in the Property, or

b) At the time Declarant shall have waived in writing, in recordable form, its right to Class B

Membership.

B. VOTES. Class A Members shall be entitled to one (1) vote for each Lot owned by such Member.

Until Class B Membership terminates, the Class B Members shall be entitled to cast two (2) votes for

each vote of a Class A member of the Association. Therefore, the term "votes entitled to be cast" as used

herein, shall mean the total number of Class A votes which Class A Members are entitled to cast, plus a

sum equal to twice the Class A votes.

C. PROXIES. Votes may be cast in person or by proxy. All proxies shall be in writing and signed by

the person entitled to vote and shall be filed with the Secretary prior to the appointed time of the meeting,

or any adjournment thereof. A proxy shall be valid for the period of time stated in the proxy or, if none is

stated, until the proxy is revoked by the person giving the proxy. Where a Lot is owned jointly by husband

and wife, and if they have not designated one of them as the voting member, proxy must be signed by both

husband and wife where a third person is designated.

D. DESIGNATION OF VOTING MEMBER.

1) If a Lot is owned by one person, his right to vote shall be established by the recorded title to the Lot.

If a Lot is owned by more than one (1) person, who are not husband or wife, the person entitled to cast

the vote for the Lot shall be designated in a Certificate, signed by all of the record title Owners of the Lot

and filed with the Secretary of the Association. Where a Lot is owned jointly by husband and wife, the

following provisions shall be applicable to the casting of the vote for the Lot by such owner:

(a) They may, but they shall not be required to designate a "voting member".

(b) If they do not designate a "voting member", and if both are present at a meeting and unable to concur

in their decision upon any subject requiring a vote, they shall lose the right to vote on that subject at that

meeting.

(c) Where they do not designate a "voting member", and only one (1) is present at a meeting, the person

present may cast only the Lot vote, just as though he or she owned the Lot individually, and without

establishing the concurrence of the absent spouse.

(2) If a Lot is owned by a Corporation, the officer or employee thereof entitled to cast the vote of the Lot

for the Corporation shall be designated in a Certificate for this purpose, signed by the President or Vice

President, attested to by the Secretary or Assistant Secretary, and filed with the Secretary of the

Association. If a title to a Lot is held in a partnership name, the person entitled to cast the vote for the

Lot shall be designated in a Certificate signed by all of the General Partners of such partnership, who shall

state under oath in such- Certificate, that the signing partners constitute all of the General Partners of such

partnership and have the right to sign such Affidavit.

(3) A person designated in a Certificate required to be filed hereunder and who is entitled to cast the vote

for a Lot shall be known as the "voting member" . Such Certificate so filed shall be valid until revoked by

the Owner or Owners of the Lot, or until superseded by a subsequently filed Certificate, or until there is a

change in the fee simple title ownership of the Lot.

(4) If a Certificate is required to be filed hereunder with the Secretary and such Certificate is not filed,

the vote of the Lot concerned shall not be counted in determining the requirement for a quorum, or for

any other purpose requiring approval of a person entitled to cast the vote for the Lot, except where such

Lot is owned by a husband and wife as provided for above.

E. TRANSFER OF OWNERSHIP. Transfer of the fee simple title to a Lot, from the Lot Owner to

another, either voluntarily or by operation of law, shall terminate the Class A Lot Owner's Membership in

the Association. The Class A Membership shall vest in the transferee of such Lot when the deed or other

instrument vesting fee simple in the transferee is recorded in the Public records of Broward County,

Florida.

MEMBERS MEETINGS

A. PLACE. All meetings of the Membership shall be held at the Office of the Association or at such

other place and at such time as shall be designated by the Board of Directors and stated in the Notice of

the meetings.

B. NOTICE. Written notice of all Member's meetings shall be given to each Lot Owner and shall be

posted in a conspicuous place in a recreational building in the Common Area at least fourteen (14) days

prior to said meeting. The notice of any meeting of the Members shall be sent by certified mail to all Lot

Owners who do not waive in writing the right to receive said notice by certified mail. Such notice shall be

sent to the Lot Owner at the address of such Owner's Lot.

C. ANNUAL MEETING The annual meeting shall be held at a time designated by the Board of

Directors, which meeting shall be held no later than the ninetieth (9Oth) day after the end of the

Association's fiscal year, provided, however, that if that day is a legal holiday, the meeting shall be held at

the same hour on the next day following, that is not a holiday. At the annual meeting, the members shall

elect by plurality vote (cumulative voting prohibited), a Board of Directors and shall transact such other

business as may properly be brought before the meeting.

D. SPECIAL MEETINGS. Special meetings of the Members for any purpose or purposes, unless

otherwise prescribed by Statutes, may be called by the President or Vice President and shall be called by

the President, Vice President or Secretary, at the request, in writing, if a majority of the Board of

Directors, or at the request, in writing of voting members representing one third (1/3) of the Members'

total votes, entitled to be cast, which request shall state the purpose or purposes of the proposed meeting.

Business transacted at all such meetings shall be confined to the objects stated in the Notice thereof.

E. WAIVER AND CONSENT. Whenever the vote of members at a meeting is required or permitted by

any provision of these Bylaws to be taken in connection with any action of the Association, the meeting

and votes of Members may be dispensed with if the Members holding not less than three fourths (3/4ths)

of the votes entitled to be cast, shall consent in writing to such action being taken, however, notice of such

action shall be given to all Members, unless all Members approve such action.

F. ADJOURNMENT. If any meeting of Members cannot be organized because a quorum has not

attended, the Members who are present, either in person or by proxy, may adjourn the meeting from time

to time until a quorum is present.

G. QUORUM. A quorum at members meetings shall consist of persons entitled to cast ten percent

(10%) of the votes entitled to be cast by the entire Membership. The acts approved by a majority of the

votes present at a meeting at which quorum is present shall constitute the acts of the Members, except

when approval by a greater number of members is required by the Declaration, the Articles of

Incorporation, or these Bylaws.

DIRECTORS

A. Powers. The Association's powers shall be exercised and the affairs of the Association shall be

managed by a Board of Directors consisting of not less than three (3) directors, nor more than seven (7)

directors.

B. INITIAL BOARD. The initial Board of Directors shall consist of three (3) members who were

named in the Certificate of Incorporation of the Association. Such Board of Directors shall serve until

their successors are elected in accordance with the provisions of subparagraph C below. Until such

election any vacancies occurring in the first Board of Directors shall be filled by the remaining members of

the Board of Directors.

C. CLASS A DIRECTORS. Within thirty (30) days after the Class B Membership of the Declarant is

terminated, the Board of Directors shall appoint a nominating committee as provided for in paragraph D

(2) below, which nominating committee shall nominate not less than three (3), nor more than seven (7)

directors, who shall be elected at a special meeting called for such purpose, to be held no later than sixty

(60) days after the date of the termination of the Class B Membership of Declarant. Such directors so

elected shall hold office until their successors are elected at the next ensuing annual meeting as provided

for in subparagraph D below.

D. ELECTION OF DIRECTORS. After the election of the directors, as provided for in subparagraph C

above, the election of the directors shall be conducted in the following manner:

(1) Election of directors shall be held at the annual Members' meeting.

(2) A nominating committee of three (3) members shall be appointed by the Board of Directors not less

than thirty (30) days prior to the annual Members' meeting. The committee shall nominate one person for

each director then serving. Nominations for additional directorships created at the meeting shall be made

from the floor, and other nominations may be made from the floor.

(3) The election shall be by ballot (unless dispensed by unanimous consent) and by a plurality of the votes

cast, each person voting being entitled to cast his votes for each of as many nominees as there are

vacancies to be filled. There shall be no cumulative voting.

E. VACANCIES. Except as to vacancies provided by removal of directors by Members, vacancies in

the Board of Directors occurring between annual meetings of Members shall be filled by the remaining

directors.

F. TERM. The term of each Member of the Board of Directors to be elected commencing at the next

annual meeting after the election of the Board of Directors pursuant to subparagraph C above shall extend

until the next annual meeting of the Members and subsequently until his successor is duly elected and

qualified or until he is removed in the manner elsewhere provided herein.

G. ORGANIZATIONAL MEETING. The organizational meeting of the Board of Directors elected

pursuant to subparagraph C above, shall be held within ten (10) days of their election at such place and

time as shall be fixed by the directors at the meeting at which they were elected, no further notice of the

organizational meeting shall be necessary.

H. REGULAR MEETING. Regular meetings of the Board of Directors may be held at such time and

place as determined, from time to time, by a majority of the directors. Notice of regular meetings shall be

given to each director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day

named for such meeting.

I. SPECIAL MEETINGS. Special meetings of the directors may be called by the President and must

be called b the Secretary at the written request of one third (1/3) of the directors. Not less than three (3)

days notice of the meeting shall be given personally or by mail, telephone or telegraph, which notice shall

state the time, place and purpose of the meeting.

J. WAIVER. Any director may waive notice of a meeting before or after the meeting and such waiver

shall be deemed equivalent to the giving of notice.

K. QUORUM. A quorum at a directors' meeting shall consist of a majority of the entire Board of

Directors. The acts approved by a majority of those present at a meeting at which quorum is present

shall constitute the acts of the Board of Directors, except when approval by a greater number of directors

is required by the Declaration, the Articles of Incorporation, or these Bylaws.

L. ADJOURNMENT. If at any meeting of the Board of Directors, there is less than a quorum present,

the majority of those present may adjourn the meeting from time to time until a quorum is present. At any

adjourned meeting any business that might have been transacted at the meeting as originally called may be

transacted without further notice.

M. APPROVAL OF MINUTES. The joinder of a director in the action of a meeting by signing and

concurring in the minutes of that meeting shall constitute the presence of such director for the purpose of

determining a quorum.

N. PRESIDING OFFICER. The presiding officer of directors' meetings shall be the Chairman of the

Board, if such an officer has been elected, and, if none, the President shall preside. In the absence of the

presiding officer the directors present shall designate one of their number to preside.

O. DIRECTORS' FEES. Directors’ fees, if any, shall be determined by the Members.

OFFICERS

A. EXECUTIVE OFFICERS. The executive officers of the Association shall be a President, who shall

be a director, a Vice President, who shall be a director, a treasurer, a Secretary and an Assistant

Secretary, all of whom shall be elected annually by the Board of Directors and who maybe peremptorily

removed by vote of the directors at any meeting. Any person may hold two or more offices except that

the President shall not be also the Secretary or an Assistant Secretary. The Board of Directors from time

to time shall elect such other officers and designate their powers and duties as the Board of Directors shall

find to be required to manage the affairs of the Association.

B. PRESIDENT. The President shall be the chief executive officer of the Association. He shall have

all of the powers and duties usually vested in the office of President of an Association, including but not

limited to the power to appoint committees from among the Members from time to time, as he, in his

discretion, may determine appropriate to assist in the conduct of the affairs of the Association.

C. VICE PRESIDENT. The Vice President, in the absence or disability of the President, shall exercise

the powers and perform the duties of the President. He also shall assist the President generally and

exercise such other powers and perform such other duties as shall be prescribed by the Directors.

D. SECRETARY. The Secretary shall keep the minutes of all proceedings of the Directors and the

Members He shall attend to the giving and serving of all notices to the Members and Director and other

notices required by law. He shall have custody of the seal of the Association and affix it to instruments

requiring a seal when duly signed. He shall keep records of the Association except those of the

Treasurer, and shall perform all other duties incident to the office of Secretary of an Association and as

may be required by the Directors or the President. The Assistant Secretary shall perform the duties of

the Secretary when the Secretary is absent.

E. TREASURER. The Treasurer shall have custody of all property of the Association, including funds,

securities, and evidence of indebtedness. He shall keep the books of the Association in accordance with

good accounting practices and he shall perform all other duties incident to the office of Treasurer.

F. COMPENSATION. The compensation of all officers and employees of the Association shall be

fixed by the Board of Directors. The provision that directors' fees shall be determined by Members shall

not preclude the Board of Directors from employing a director as an employee of the Association nor

preclude the contracting with a director for the management of the Association.

G. MANAGER. No owner shall be employed as a manager of the Association or any of his assistants.

FINANCES AND ASSESSMENTS

A. FISCAL MANAGEMENT. The provisions for the fiscal management of the Association

contained in Section 9., 10., 13., and 14. and the other Sections of the Declaration are hereby incorporated

by reference and the Board of Directors, acting on behalf of the Corporation, are hereby empowered to

carry out the provisions of the Declaration in accordance with the terms thereof.

B. ANNUAL STATEMENTS. The Board of Directors shall cause to have the Association's books

and records reviewed each year by a certified public accountant and to have such certified public

accountant prepare an annual balance sheet and operating statement for the Association for each fiscal

year.

C. DEPOSITORY. The depository of the Association shall be such bank or banks as shall be

designated from time to time by the Board of Directors. In addition, the Board of Directors may invest the

funds of the Association in government securities or certificates of deposits or savings accounts of banks

and savings and loan associations from time to time designated by the Board of Directors. Withdrawal of

monies from accounts shall only be by check signed by persons as authorized by the Board of Directors.

AMENDMENTS TO THE BYLAWS

These Bylaws may be amended as provided in the Articles of Incorporation.