Bylaws, page 2

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 and Directors may be either elected or appointed according to the by-laws or agreements of their respective subdivision or unsubdivided property except that all Delegates and their 1 Director shall be owners of property from within the subdivision they are selected to represent, or owners of their unsubdivided property. (Revised 9/13/2023)

Section 3. Thirty (30) days prior to the regular Annual Delegates' Convention, each member subdivision or unsubdivided property must provide the Secretary of the M.P.O.A. with the name, street address, email address, and telephone number of its Officers, Delegate(s), and their Director. (Revised 9/12/12, 9/13/2023)

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 subdivision 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. A quorum of the officers may change the date of a scheduled Regular Directors’ Meeting with at least ten (10) days notice. 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. (Revised 9/13/2023)

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 give notice of regular or special Directors' Meetings and regular or special Convention Meetings to all: Directors; Delegates; Subdivision Presidents; Subdivision Secretaries; Owners of Unsubdivided Property. Written notification shall include: An Agenda, Previous Minutes Treasurer's Report. Such notification shall be sent 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 sent 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)

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 personal contact 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. (Revised 9/13/2023)

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