MEADOWS AT MARTIN DOWNS HOMEOWNERS ASSOCIATION, INC.

The By-Laws of The Meadows at Martin Downs Homeowners Association Inc. have been recorded in the public records of Martin County, Florida at Official Records Book 1215, Page 2074, et. seq. The same By-Laws are hereby amended and superseded by vote sufficient for approval of the Board of Directors at a meeting held on June 25, 2002.

ARTICLE I

NAME, PRINCIPAL OFFICE, AND DEFINITIONS

1. Name. The name of Association is The Meadows at Martin Downs Homeowners Association, Inc. (hereinafter sometimes referred to as "Association").

2. Principal Office. The principal office of Association in the State of Florida is located in the County of Martin.

3. Definitions. The words used in these Second Amended and Restated By-Laws (By-Laws) shall have the same meaning as set forth in the Declaration of Covenants and Restrictions for Association, (said Declaration, as amended, renewed, or extended from time to time, is hereinafter sometimes referred to as the "Declaration"), unless the context shall prohibit.

ARTICLE II

ASSOCIATION: MEMBERSHIP, MEETINGS, QUORUM, VOTING, AND PROXIES

1. Place of Meetings. Meetings of Association shall be held at the principal office of Association or at such other suitable place convenient to the Members/Owners as may be designated by the Board of Directors (hereinafter referred to as the "Board") either within the Properties or as convenient thereto as possible and practical.

2. Annual Meetings. The purpose of the Annual meetings shall be to present the President's annual report, the Treasurer's financial report of the prior fiscal year, an announcement of the results of the Member's/Owner's voting for or against proposed changes to the Covenants, other reports from the Board as required, and to answer Members/Owners questions regarding the operation of Association. Meetings shall be of the Members/Owners. Regular annual meetings shall be held on a date, and at a time and place set by the Board.

3. Special Meetings. The President may call special meetings of the Members/Owners. In addition, it shall be the duty of the President to call a special meeting of Members/Owners if so directed by the resolution of a majority of a quorum of the Board. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of Association Members/Owners shall be delivered, either personally or by mail, to each Association Member/Owner, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary . If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to Association Members/Owners at their address as it appears on the records of Association. In the case of a special meeting or when required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice.

5. Voting. The voting rights of the Members/Owners shall be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein. Members/Owners shall vote by ballot mailed to each Member/Owner at least forty-five (45) days prior to the Annual Meeting.

6. Proxies. Members/Owners may not vote by proxy but only by the ballots mailed to them.

7. Majority. As used in these By-Laws, the term "Majority" shall mean those votes, owners, or other group as the context may indicate totaling more than fifty (50%) percent of the total number.

8. Quorum. Except as otherwise provided in these By-Laws or in the Declaration, the presence in person or by alternate of the Directors representing one-third (1/3) of the total vote of Members/Owners of Association shall constitute a quorum at all meetings of Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.

9. Conduct of Meetings. The President shall preside over all meetings of Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.

10. Action Without a Meeting. Any action required by law to be taken at a meeting of the Voting Members, or any action which may be taken at a meeting of the Voting Members, may be taken without a meeting if written consent setting forth the action so taken is signed by all of the Voting Members entitled to vote with respect to the subject matter thereof, and any such consent shall have the same force and effect as a unanimous vote of the Voting Members.

ARTICLE III

BOARD OF DIRECTORS: NUMBER, POWERS, AND MEETINGS

A. Composition and Selection.

1. Governing Body: Composition. The affairs of Association shall be governed by a Board of Directors, each of whom shall have one (1) vote. Except as provided in this Article, the Directors shall be Members/Owners or spouses of such Members/Owners; provided, however, no person and his or her spouse may serve on the Board at the same time. In the case of an Owner which is a corporation or partnership, the person designated in writing to the secretary of Association as the representative of such corporation or partnership shall be eligible to serve as a director. Those Directors representing the six villages shall also serve in the capacity as Voting Members as defined in Article I, Definitions, paragraph 50.

2. Number of Directors. The number of directors in Association shall be not less than three (3) nor more than nine (9).

3. Nomination of Directors. The nomination for election for Directors/Voting Members and Committee members for each of the Villages shall be made by a response to a letter sent to each Member/Owner requesting that eligible persons nominate themselves for the Chairman and/or member of the Village Committee. Nominees for the Director-at-Large shall be made in the same manner with a letter sent to all Owners. No nominations shall be submitted orally or in any other manner. All nominees and candidates shall have an opportunity to provide their qualifications to the Members/Owners prior to voting.

4. Election and Term of Office. Notwithstanding any other provision contained herein, one Director/Chairman/Voting Member shall be elected from each Village and any additional Directors shall be elected "at-large." The number of Directors may be increased by resolution of the Board to a maximum of nine (9) provided that the total number of Directors shall be an odd number. In Village elections, only Owners from that Village may vote. Ballots shall be mailed to all appropriate Owners for them to cast their votes. The candidates within each Village receiving the largest number of votes for Director/Chairman/Voting Member and members of the Committee shall be elected. Each Director and Committee member shall be elected to serve for a term of two (2) years or until a successor has been elected. Directors and Committee members may be elected to serve any number of consecutive terms.

5. Removal of Directors and Vacancies. Any Director may be removed, with or without cause, by the vote of a majority of Directors. Any director whose removal is sought shall be given notice prior to any meeting at which a vote shall be taken in connection with said removal. A director who was elected "at-large" may be removed from office prior to the expiration of his or her term in the same manner. Upon removal, death, disability, or resignation of a director, a successor shall be appointed by the Board of Directors to complete the unexpired term of the retiring Director from the same Village except with respect to the Member-at-Large, who may be appointed from any Village.

Any director who has three consecutive unexcused absences from Board meetings or who is delinquent in the payment of any assessment or other charge due the Association for more than thirty (30) days may be removed in a similar manner.

B. Meetings.

1. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least two (2) such meetings shall be held during each fiscal year. Notice of the time and place of the meeting shall be posted in Association office and communicated to directors not less than two (2) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver or a written consent to holding of the meeting.

2. Special Meetings. Special meetings of the Board shall be held when called by written notice signed by the President of Association or by any three (3) directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered, and be posted in Association offices. The notice shall be given to each director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; or (d) electronic mailing. All such notices shall be given at the director's telephone number, electronic address or sent to the director's address as shown on the records of Association. Notices sent by first class mail shall be deposited into a United States mailbox at least four days (4) before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mailing shall be delivered, telephoned, or electronically mailed at least forty-eight (48) hours before the time set for the meeting.

3. Waiver of Notice. The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

4. Quorum of Board of Directors. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

5. Compensation. No director shall receive any compensation from Association for acting as such. Any director may be reimbursed for expenses incurred on behalf of Association upon approval of a majority of the other directors.

6. Conduct of Meetings. The President shall preside over all meetings of the Board, and the Secretary shall keep a minute book of meetings of the Board, recording therein all resolutions adopted by the Board, and all transactions and proceedings occurring at such meetings.

7. Open Meetings. Except for actions taken without a formal meeting and meetings of the Board with Association attorney(s) regarding pending or existing litigation where attorney-client privilege exists, all meetings of the Board shall be open to all residents.

8. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.

C. Powers and Duties.

1. Powers. The Board shall be responsible for the affairs of Association and shall have all of the powers and duties necessary for the administration of Association's affairs.

The Board shall delegate to one of its members the authority to act on behalf of the Board on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board.

In addition to the duties imposed by these By-Laws or by any resolution of Association that may hereafter be adopted, the Board shall have the power to and shall be responsible for the following, in way of explanation, but not limitation:

(a) Preparation and adoption of an annual budget in which there shall be established the contribution of each Owner to the Neighborhood and Common Expenses;

(b) Making assessments to defray the Neighborhood and Common Expenses, establishing the means and methods of collecting such assessments, and other debts due Association, and establishing the period of the installment payments of the annual assessment; provided, unless otherwise determined by the Board, the annual assessment for each Unit's proportionate share of the Neighborhood and Common Expenses shall be payable in equal quarterly installments, each such installment to be due and payable in advance on the first day of each quarter for said quarter;

(c) Providing for the operation, care, upkeep, and maintenance of all of the Common Areas and commonly maintained private property.

(d) Designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of Association, its property, the Common Areas and commonly maintained private property and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties;

(e) Collecting the assessments and other debts due Association, depositing the proceeds thereof in a bank or other depository which it shall approve, and using the proceeds to administer Association; provided, any reserve fund may be deposited, in the directors' best business judgment, in depositories other than banks;

(f) Making and amending rules and regulations;

(g) Opening of financial accounts on behalf of Association and designating that two signatories shall be required on all checks;

(h) Making or contracting for repairs, additions, and improvements to or alterations of the Common Areas in accordance with the other provisions of the Declaration and these By-Laws after damage or destruction by fire or other casualty;

(i) Enforcing by legal means the provisions of the Declaration, these By-Laws, and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning Association;

(j) Obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;

(k) Paying the cost of all services rendered to Association or its Members/Owners and not chargeable directly to specific Member/Owners or Villages.

(l) Keeping books with detailed accounts of the receipts and expenditures affecting Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred;

(m) Making available to any prospective purchaser of a Unit, any Owner of a Unit, any first Mortgagee, and the holders, insurers, and guarantors of a first Mortgage on any Unit, current copies of the Declaration, the Articles of Incorporation, the By-Laws, rules governing the Unit and all other books, records, and financial statements of Association:

(n) Permitting utility suppliers to use portions of the Common Area reasonably necessary to the ongoing development or operation of the Properties; and

(o) Contracting and cooperating with Master Association to ensure that their respective responsibilities are properly discharged. The Board is authorized to act on behalf of the Members/Owners to ensure that the level of services provided by Master Association is consistent with the Community-Wide Standard as defined in Article I, Definitions, paragraph 14, of the Covenants.

2. Management Agent.

(a) The Board may employ for Association a professional management agent or agents at a compensation established by the Board to perform such duties and services as the Board shall authorize. The Board may delegate to the managing agent or manager, subject to the Board's supervision, all of the powers granted to the Board by these By-Laws, other than the powers set forth in subparagraphs C1a, C1b, C1f, C1g, and C1i of this Article.

(b) No management contract may have a term in excess of three (3) years and must permit termination by either party without cause and without termination fee on ninety (90) days' or less written notice.

3. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:

(a) Accrual accounting, as defined by generally accepted accounting principles, shall be employed;

(b) Accounting and controls should conform to the federal income tax basis of accounting;

(d) No remuneration shall be accepted by the managing agent from vendors, independent contractors, or others providing goods or services to Association, whether in the form of commissions, finders' fees, service fees, prizes, gifts, or otherwise; anything of value received shall benefit Association;

(e) Any financial or other interest which the managing agent may have in any firm providing goods or services to Association shall be disclosed promptly to the Board;

(f) Financial reports shall be prepared for Association at least quarterly containing:

(i) An income statement reflecting all income and expense activity for the preceding period on an accrual basis;

(ii) A statement reflecting all cash receipts and disbursements for the preceding period;

(iii) A variance report reflecting the status of all accounts in an "actual" versus "approved" budget format;

(iv) A balance sheet as of the last day of the preceding period;

(v) A delinquency report listing all Owners who are delinquent in paying the quarterly installments of assessments at the time of the report and describing the status of any action to collect such installments which remain delinquent (A quarterly installment of the assessment shall be considered to be delinquent on the thirtieth (30) day of the first month of each quarter unless otherwise determined by the Board of Directors); and

(g) An annual report consisting of at least the following shall be distributed to all Members/Owners within one hundred twenty (120) days after the close of the fiscal year: (1) a balance sheet; (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year. The annual report referred to above shall be prepared on an audited or reviewed basis, as determined by the Board, by a certified public accountant.

4. Borrowing. The Board shall have the power to borrow money for the purpose of maintenance, construction, repair or restoration of the Common Areas.

5. Rights of Association. In accordance with the Articles of Incorporation and By-Laws of Association, Association shall have the right to contract with any person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle Association to enter into common management, operational, or other agreements with trusts, condominiums, cooperatives, or Neighborhood and other owners or residents' associations, both within or without the Properties. Such agreements shall require the consent of a majority of all Directors of Association.

6. Enforcement. The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the property of the violating Owner, and to suspend an Owner's right to vote for violation of any duty imposed under the Declaration, these By-Laws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize Association or the Board of Directors to limit ingress and egress to or from a Unit or to suspend an Owner's right to vote for nonpayment of assessments. In the event that any occupant of a Unit violates the Declaration, By-Laws, or a rule or regulation and a fine is imposed, the fine shall first be assessed against the occupant; provided, however, if the fine is not paid by the occupant within the time period set by the Board, the Owner shall pay the fine upon notice from Association. The failure of the Board to enforce any provision of the Declaration, By-Laws, or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.

(a) Notice. Upon receipt of a notice from the Covenants Committee of a violation and/or sanction to be imposed, the alleged violator may present a written request to the Board of Directors for a hearing. Said request shall be made to the President within ten (10) days of the mailing of the notice of action by the Covenants Committee. If a timely challenge is not made, the sanction stated in the notice shall be imposed.

(b) Appeal Hearing. If a hearing is requested in a timely manner, the hearing shall be held before the Board of Directors affording the offending party/Member/Owner a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the ten (10) day period. Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any Person.

(c) Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, Association, acting through the Board of Directors, may elect to enforce any provision of the Declaration, these By-Laws, or the rules and regulations of Association by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the procedure set forth above. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorneys' fees actually incurred.

ARTICLE IV

OFFICERS

1. Officers. The officers of Association shall be a President, Vice President, Secretary and Treasurer, to be elected from among the members of the Board. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

2. Election, Term of Office, and Vacancies. The officers of Association shall be elected annually by the Board at the first meeting of the Board following each annual meeting of the Membership. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board for the unexpired portion of the term. 3. Removal. Any officer may be removed by the Board whenever in its judgment the best interests of Association will be served thereby.

4. Powers and Duties. The officers of Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board. The President shall be the chief executive officer of Association. The Treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.

5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6. Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts, deeds, leases, checks, and other instruments of Association shall be executed by at least Two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.

ARTICLE V

COMMITTEES

1. General. Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Each committee shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.

2. Covenants Committee. In addition to any other committees which may be established, the Board may appoint a Covenants Committee consisting of at least five (5) and no more than seven (7) members. Acting in accordance with the provisions of the Declaration, these By-Laws, and resolutions the Board may adopt, the Covenants Committee, shall be the enforcement tribunal of Association .

3. Village Committees. In addition to any other committees appointed as provided above, there shall be a Neighborhood or Village Committee for each of the six Villages. Such Village Committees may consist of three (3) members; provided, however, by vote of at least fifty (50%) percent of the Owners within the Village this number may be increased to five (5). The additional members of the Committee may be removed by the Chairperson for cause and may be replaced by the Chairperson to serve until the next election.

The members of each Village Committee shall be elected by the vote of Owners of Units within that Neighborhood using ballots that shall be mailed to all Owners within that Village. A Director/Chairman/Voting Member shall be elected by a vote of the owners of the units within that Village. Next, the additional members of the committee shall be elected by these owners.

Committee members shall be elected for a term of two (2) years or until their successors are elected. Any director elected as an at-large director to the Board of Directors will be an ex-officio member of that director's Village Committee.

A Village Committee may advise the Board on any issue, but shall not have the authority to bind the Board of Directors.

In conduct of its duties and responsibilities, each Village Committee shall abide by the procedures and requirements applicable to the Board of Directors set forth in Article III of these By-Laws. The Chairman of the Village Committee shall preside at its meetings and shall be responsible for transmitting any and all communications to the Board of Directors and shall be the Voting Member from that Village.

ARTICLE VI

MISCELLANEOUS

1. Fiscal Year. The fiscal year of Association shall be set by resolution of the Board of Directors.

2. Parliamentary Rules. Except as may be modified by Board resolution, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Florida law, the Articles of Incorporation, the Declaration, or these By-Laws.

3. Conflicts. If there are conflicts between the provisions of Florida law, the Articles of Incorporation, the Declaration, and these By-Laws, the provisions of Florida law, the Declaration, the Articles of Incorporation, and the By-Laws (in that order) shall prevail.

4. Books and Records.

(a) Inspection by Members/Owners and Mortgagees. The Declaration and By-Laws, membership register, books of account, and minutes of meetings of the Members/Owners, the Board, and committees shall be made available for inspection and copying by any Member of Association, or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member/Owner at the office of Association or at such other place within the Properties as the Board shall prescribe. The purpose, if in question, shall be determined to be reasonable by the Board of Directors.

(b) Rules of Inspection. The Board shall establish reasonable rules with respect to:

(i) Notice to be given to the custodian of the records;

(ii) Hours and days of the week when such an inspection may be made; and,

(iii) Payment of the cost of reproducing copies of documents requested.

(c) Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of Association and the physical properties owned or controlled by Association. The right of inspection by a Director includes the right to make extracts and a copy of relevant documents at the expense of Association.

5. Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications under these By-Laws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States Mail, first class postage prepaid:

(a) If to a Member/Owner or Director, at the address which the Member/Owner or Director has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Unit of such Member/Owner or Director ; or

(b) If to Association, the Board, or the managing agent, at the principal office of Association or the managing agent, if any, or at such other address as shall be designated by notice in writing to the Members/Owners pursuant to this paragraph.

6. Amendments.

(a) These By-Laws may be amended only by the affirmative vote of the Directors/Voting Members representing a majority of the total votes of Association. However, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.

(b) No By-Law shall be revised or amended by reference to its title or number only. Proposals to amend existing By-Laws shall contain the full text of the By-Laws to be amended; new words shall be inserted in the text underlined, and words to be deleted shall be lined through with hyphens. However, if the proposed change is so extensive that this procedure would hinder, rather than assist, the understanding of the proposed amendment, it is not necessary to use underlining and hyphens as indicators of words added or deleted, but instead a notation must be inserted immediately preceding the proposed amendment in substantially the following language: "Substantial re-wording - see present text." Non-material errors or omissions in the By-Law amendment process shall not invalidate an otherwise properly promulgated amendment.

(c) No modification or amendment to these By-Laws shall be adopted which would affect or impair the priority of any Mortgagee, or the validity of the mortgage held by such Mortgagee, without their prior written consent.

7. Arbitration. Internal disputes arising from the operation of Association among Owners, the Board, or their agents and assigns may be resolved by voluntary binding arbitration. Any party to such an arbitration may seek enforcement of the final decision of the arbitrator in a court of competent jurisdiction.

IN WITNESS WHEREOF, the undersigned has caused these presents to be signed in its name, by its president and secretary, and its corporate seal affixed on this 5th day of July , 2002.

Witnesses:(sign name above line & print name below line) MEADOWS AT MARTIN DOWNS

HOMEOWNERS ASSOCIATION INC.

______________________________

_______________________________

________Alan Bekkenhuis _________ Its President

______________________________

_________Teresa Cherry__________ Its Secretary

______________________________

Corporate seal:

State of Florida

County of Martin

The foregoing instrument was acknowledged before me on July 5th , 2002 by as president and as secretary of Meadows at Martin Downs Homeowners Association Inc., who are personally known to me or produced identification in the form of .

Notary public

Notary stamp:

CERTIFICATE

Meadows at Martin Downs Homeowners Association Inc. by its duly authorized officers, hereby certifies that the Amended and Restated By-Laws, a copy of which is attached hereto, was duly and regularly adopted and passed by vote sufficient for approval at a Board of Directors' meeting held on June 25, 2002..

Witnesses: (sign name above line & print name below line) MEADOWS AT MARTIN DOWNS

HOMEOWNERS ASSOCIATION INC.

_______________________________

_______________________________ ______________________________ Its President

_______________________________

_______________________________ ______________________________ Its Secretary

_______________________________

Corporate Seal:

State of Florida

County of Martin

The foregoing instrument was acknowledged before me on , 2002 by as president and as secretary of Meadows at Martin Downs Homeowners Association Inc., who are personally known to me or produced identification in the form of .

Notary public

Record and Return to: Notary stamp:

Cornett, Googe, Ross & Earle

401 E. Osceola St.

Stuart, Fl 34994

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