BY-LAWS

OF

WOODLAKE GARDEN PATIO HOMES HOMEOWNERS’ ASSOCIATION, INC.

AS AMENDED MARCH 22, 2007

NAME AND LOCATION.  The name of the corporation is WOODLAKE GARDEN PATIO HOMES

HOMEOWNERS’ ASSOCIATION, INC., hereinafter referred to as the “Association”.

The principal office of the corporation shall be located at Lakeland, Florida, but meetings of members and

directors may be held at such places within the County of Polk, State of Florida, as may be designated by

               ARTICLE II

                                                                      DEFINITIONS

Section 1. “Association” shall mean and refer to WOODLAKE GARDEN PATIO HOMES HOME

OWNERS’ ASSOCIATION, INC., its successors and assignees.

Section 2.  “Properties” shall mean and refer to that certain real property described in the Declaration

of Covenants, Condition and Restriction, and such additions thereto as may hereafter be brought within the

Section 3. “Common Area” shall mean all real property owned by the Association for the common

Section 4. “Lot” shall mean and refer to any plot of land owned in fee simple within the

“properties” described in the Declaration of Covenants, Conditions and Restrictions with the exception of

Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or

entities, of the fee simple title to any Lot which is a part of the Properties, including contract seller, but

excluding those having such interest merely as security for the performance of an obligation.

Section 6. “Declaration” shall mean and refer to the Declaration of Covenants, Condition and

Restrictions applicable to the Properties recorded in the Office of the Clerk of the County of Polk.

Section 7. “Member” shall mean and refer to those persons entitled to memberships as provided in

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ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meeting.    The annual meeting of the members shall be held during the month of

March, and each subsequent regular annual meeting between the hours of six and nine o’clock P.M. If the

day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on

the first day following which is not a legal holiday.

Section 2. Special Meetings.   Special meetings of the members may be called at any time by the

president or by the Board of Directors, or upon written request of the members who are entitled to vote onefourth ( ¼ of all of the votes of the membership.)

Section 3. Notice of Meetings.  Written notice of each meeting of the members shall be given by, or

at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice,

postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to

the member’s address last appearing on the books of the Association, or supplied by such member to the

Association for the purpose of notice.  Such notice shall specify the place, day and hour of the meeting,

and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum.  The presence at the meeting of members entitled to cast, or of proxies entitled

to cast, one tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action

except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws.  If,

however, such quorum shall not be present or represented at any meeting, the members of record entitled to

vote thereat shall have power to adjourn the meeting from time to time, without notice other than

announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies.  At all meetings of members, each member may vote in person or by proxy.  All

proxies shall be in writing and filed with the secretary.  Every proxy shall be revocable and shall

automatically cease upon conveyance by the member of his Lot.

ARTICLE IV

       BOARD OF DIRECTORS:      SELECTION:      TERM OF OFFICE

Section 1. Number.  The affairs of the Association shall be managed by a Board of no less than

three (3) nor more than nine (9) directors, who must be members of the Association.

Section 2. Term of Office.  Each director shall serve for the maximum of 3 consecutive years unless

through disqualification or resignation, or for some other cause becomes ineligible to act as such director.

Upon stepping down, A minimum of a two years shall pass before such resident will be eligible to serve

Section 3. Removal.  Any director may be removed from the Board, with or without cause, my a

majority vote.  In the event of death, resignation or removal of a director, his successor shall be selected by

the remaining members of the Board and shall serve for the unexpired term of his predecessor.

                                                                               Page 2

Section 4. Compensation.  No director shall receive compensation for any service he may render to

the Association.  However, any director may be reimbursed for his actual expenses incurred in the

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in

the absence of a meeting, which they could take at a meeting by obtaining the written approval of all

directors.  Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE V

        NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination.   Nomination for election to the Board of Directors shall be made by a

Nominating Committee.  Nominations may also be made from the floor at the annual meeting.  The

Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and

two or more members of the Association.  The nominating Committee shall be appointed by the Board of

Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until

the close of the next annual meeting and such appointment shall be announced at each annual meeting.  The

Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in

its discretion determine, but not less than the number of vacancies that are to be filled.  Such nomination

may be made from among membership.

Section 2. Election.  Election to the Board of Directors shall be by secret written ballot if deemed

necessary.  At such election the members or their proxies may cast, in respect to each vacancy, as many

votes as they are entitled to exercise under the provisions of the Declaration.  The persons receiving the

largest number of votes shall be elected.  Cumulative voting is not permitted.

                                                                         ARTICLE VI

MEETING OF DIRECTORS

Section 1. Regular Meetings.   Regular meetings of the Board of Directors shall be held quarterly

without notice, at such place and hour as may be fixed from time to time by resolution of the Board.

Section 2. Special Meetings.   Special meetings of the Board of Directors shall be held when called

by the president of the Association, or by any two directors, after not less than three (3) days notice of each

Section 3. Quorum.   A majority of the number of directors shall constitute a quorum for the

transaction of business.  Every act or decision done or made by a majority of the directors present at a duly

held meeting at which a quorum is present shall be regarded as the act of the Board.

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                                                                          ARTICLE VII

      POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:

Section 2 Duties.  It shall be the duty of the Board of Directors to:

(a) Adopt and publish rules and regulations governing the use of the Common Area

and the personal conduct of the members and their guests thereon, and to establish

penalties for the infraction thereof;

(b) Suspend the voting rights of a member during any period in which such member

shall be in default in the payment of any assessment levied by the Association.

(c) Exercise for the Association all powers, duties and authority vested in or delegated

to this Association and not reserved to the membership by other provisions of these

By-Laws, the Articles of Incorporation, or the Declaration;

(d) Declare the office of a member of the Board of Directors to be vacant in the event

such member shall be absent from three (3) consecutive regular meetings of the

Board of Directors; and

                             (e) Employ a manager, an independent contractor, or such other employees as they                    

                                     deem necessary, and to prescribe their duties.

(a) Cause to be kept a complete record of all its acts and corporate affairs and to present

a statement thereof to the members at the annual meeting of the members, or at any

special meeting when such statement is requested in writing by one-fourth (1/4) of

the members who are entitled to vote;

(b) Supervise all officers, agents and employees of this Association, and to see that their

duties are properly performed;

(c) As more fully provided in the Declaration, to:

(1) Fix the amount of the annual assessment against each Lot at least thirty

(2) Send written notice of each assessment to every owner subject thereto at

(3) Foreclose the lien against any property for which assessments are not paid

(d) Issue; or to cause an appropriate officer to issue, upon demand by any person, a

receipt setting forth whether or not any assessment has been paid.  A reasonable

charge may be made by the Board for the issuance of these receipt.  If a receipt

states an assessment has been paid, such receipt shall be conclusive evidence of such

(e) Procure and maintain adequate liability and hazard insurance on property owned by

the Association;

(f) Cause all officers or employees having fiscal responsibilities to be bonded, as it may

deem appropriate;

(g) Cause the Common Areas to be maintained.

(30) days in advance of each annual assessment period;

least thirty (30) days in advance of each annual assessment period; and

within ninety (90) days after due date or to bring an action at law against

the owner personally obligated to pay the same.

                                                                                 Page 4

                                                                          ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices.   The officers of the Association shall be a president and vicepresident, who shall at all times be members of the Board of Directors; a secretary, and a treasurer, and

such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officer.   The election of officers shall take place at the first meeting of the

Board of Directors following each annual meeting of the members.

Section 3. Term.   The officers of this Association shall be elected annually by the Board and each

shall hold office for one (10 year unless he/she shall sooner resign, or shall be removed, or otherwise be

disqualified to serve “See Article IV, section 2”

Section 4. Special Appointments.   The Board may elect such other officers as the affairs of the

Association may require, each of whom shall hold office for such period, have such authority, and perform

such duties s the Board may, from time to time, determine.

Section 5. Resignation and Removal.   Any officer may be removed from office with or without

cause by the general meeting of this Association.  Any officer may resign at any time giving written notice

to the Board, the president or the secretary.  Such resignation shall take effect on the date of receipt of such

notice or at any later time specified therein, unless otherwise specified therein, the acceptance of such

resignation shall not be necessary to make it effective.

Section 6. Vacancies.  A vacancy in any office may be filled by appointment by the Board.  The

officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.

Section 7. Multiple Offices.  The offices of secretary and treasurer may be held by the same person.  

No person shall simultaneously hold more than one of any of the other offices except in the case of special

offices created pursuant to Section 4 of this Article.

Section 8. Duties.  The duties of the officers are as follows:

                President

(a) The president shall preside at all meetings of the Board of Directors; or the

presidents designee, shall see that orders and resolutions of the Board are carried out;

shall sign all leases, mortgages, deeds and other written instruments and shall co-sign

all checks and promissory notes.

             Vice President  

(b) The vice-president shall act in the place of the president in the even of his/her

absence, inability or refusal to act and shall exercise and discharge such other duties

as may be required of him/her by the Board.

                                                Page 5

                                                                          Secretary

(a) The secretary shall record the votes and keep the minutes of all meetings and

proceedings of the Board and of the members; keep the corporate seal of the

Association and affix it on all papers requiring said seal; serve notice of meetings

of the Board and of the members; keep appropriate current records showing the

members of the Association together with their addresses, and shall perform such

other duties as required by the Board.

                                            Treasurer

(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the

Association and shall disburse such funds as directed by resolution of the Board of

Directors; shall sign all checks and promissory notes of the Association; keep proper

books to be made by a public accountant at the completion of each fiscal year; and

shall prepare an annual budget and a statement of income and expenditures to be

                                    represented to the membership at its regular annual meeting, and deliver a copy of                                

       each to the members.

                                           ARTICLE IX

           COMMITTEES

The association shall appoint an Architectural Control Committee, as provided in the

Declaration, and a Nominating Committee, as provided in these By-Laws.  In addition,

the Board of Directors shall appoint other committees as deemed appropriate in carrying

ARTICLE X

   BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable

business hours, be subject to inspection by any member.  The Declaration, the Articles

of Incorporation and the By-Laws of the Association shall be available for inspection by

any member at the principal office of the Association, where copies may be purchased at

                                                Page 6

 ARTICLE XI

                                         ASSESSMENTS

As more fully provided in the Declaration each member is obligated to pay to the

Association annual and special assessments which are secured by a continuing lien upon

the property against which the assessment is made.  Any assessments which are not paid

when due shall be delinquent.  If the assessment is not paid within ninety (90) days after

the due date, the assessment shall bear interest from the date of delinquency at the rate

of 12 percent per annum, and the Association may bring an action at law against the

owner personally obligated to pay the same or foreclose the lien against the property,

and interest, costs and reasonable attorney’s fees of any such action shall be added to the

amount of such assessment.  No owner may waive or otherwise escape liability for the

assessments provided for herein by nonuse of the Common Area or abandonment of his

 ARTICLE XII

             AMENDMENTS

Section 1 These By-Laws may be amended, at a regular or special meeting of the

members, by a vote of a majority of a quorum of members present in person or by proxy.

Section 2.  In the case of any conflict between the Articles of Incorporation and these ByLaws, the Articles shall control; and in the case of any conflict between the Declaration

and these By-Laws, the Declaration shall control.

 ARTICLE XIII

            MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the

 day of December of every year, except that the first fiscal year shall begin on the date

                                                   Page 7

                                                              BY - LAWS

                           WOODLAKE PATIO HOMES HOMEOWNERS’ ASSOCIATION,  INC.

                                                                        AMENDMENTS

                                                    ARTICLE III – METTING OF MEMBERS

Section 1.   Annual Meetings.   The annual meeting of members shall be held during the

month of March at a date, time and place to be set and noticed by the Board of Directors.

                 ARTICLE IV – BOARD OF DIRECTORS:  SELECTION/TERM OF OFFICE  

Section 1.   Number.   The affairs of this Association shall be managed by a Board of no

less than three (3) nor more than five (5) directors, who will be either owners or resident

tenants of Woodlake Patio Homes.

                                  ARTICLE XIV – ARCHITECTURAL COMMITTEE

Section 1.   Method for Selecting Committee Members.  The Board of Directors shall

appoint at the annual meeting of the Board an Architectural Committee to serve at the

pleasure of the Board for one (1) year.  The Board shall appoint two (2) members of the

Board and one (1) non-Board member of the Association to serve on the committee.

The vice president of the Board of Directors shall be a member and preside over the

committee.  A secretary shall be elected by the committee for the purpose of taking

minutes each time the committee meets.

Section 2.   Duties.   The committee shall review all written request for home

improvements desired to be made by a homeowner.  This review will be in accordance

with the original Declaration of Covenants and the By-Laws, Rules and Regulations of

                                                                Page 8

                              Proposed amendments to the

                                         BY – LAWS

                                                 Of

            Woodlake Patio Garden Homes Association, Inc.  

                                      March 22, 2007  

1.   Whereas before this time many members lave been in violation of the

previous by-laws.  The current by-laws will be strictly enforced.  Those

violations prior to this date shall be forgiven.

2.   Right of appeals:  All committee decisions will be subject of the

Board’s approval.  If a member believes that an interpretation of the

rules is incorrect an appeal may be made to the Association at the normal

annual meeting or a specially called meeting of the Association.

                                                      Page 9

BY-LAWS

WOODLAKE PATIO HOMES HOMEOWNERS’ ASSOCIATION, INC.

         AMENDMENTS

ARTICLE III – MEETING OF MEMBERS

Section 1. Annual Meetings.  The annual meeting of members shall

be held during the Month of March at a date, time and place to be set and

noticed by the Board of Directors.

ARTICLE IV- BOARD OF DIRECTORS: SELECTION/TERM OF

Section 1. Number.  The affairs of the Association shall be managed

by a Board of no less than three (3) nor more than seven (7) directors, who

will be either owners or resident tenants of Woodlake Patio Homes.

ARTICLE XIV – ARCHITECTURAL COMMITTEE.

Section 1. Method for Selecting Committee members.  The Board of

Directors shall appoint at the annual meeting of the Board an

Architectural Committee to serve at the pleasure of the Board for one (1)

year.  The Board shall appoint two (2) members of the Board and one (1)

non-Board member of the Association to serve on the committee.

The Vice President of the Board of Directors shall be a member and

preside over the committee.  A secretary shall be elected by the committee

for the purpose of taking minutes each time the committee meets.

Section 2. Duties.  The committee shall review all written requests for

home improvements desired to be made by a homeowner.  This review

will be in accordance with the original Declaration of Covenants and the

By-laws, Rules and Regulations of the Association.

Section 3.         Color of Homes.  Changes to exterior color of the home

                                         Page 9

should be referred to the architectural committee for review in advance.

The spirit of the Association is to encourage a harmonious appealing

look throughout the neighborhood.  It is not the intent of the Association

to supply a list of appropriate colors that would be acceptable to its

membership.  However, the general consensus of the Home Owner’s

Association is to strongly encourage neutral “earth tone” colors as

the primary color of all homes.  It is believed that by “earth tone” it is

understood to refer to the soft, lighter colors in the beige, taupe, tan

creams, sand, soft yellow, light mocha, etc., and the various shades

Theses guidelines apply to those who repaint their homes from this date

forward (revision approval date 03/22/2007).  The architectural committee

stands ready to offer help to the owner in selecting the color that falls

within these guidelines.

Colors deemed by the architectural committee to be a “radical” change

could call for a repaint.  Any homeowner, however, has the right of appeal

to the Board or Association.

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