MUIRFIELD VILLAGE BY-LAWS - ARTICLE 2

Article 2 - Trustees

§2.1. Powers of Board of Trustees
§2.2. Number and Qualification
§2.3. Compensation and Expenses
§2.4. Election and Term of Office
§2.5. Resignations
§2.6. Removal of Trustees
§2.7. Vacancies
§2.8. Quorum and Manner of Acting
§2.9. Organization and Place of Meetings
§2.10. Regular and Special Meetings
§2.11. Action in Writing in Lieu of Meeting
§2.12. Meetings Through Communications Equipment

Article 2 - Trustees

§2.1. Powers of Board of Trustees. The powers of MA shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by, the board of trustees, except as may otherwise be provided by the law of Ohio, the articles of incorporation or these regulations. Such powers of the board of trustees shall include, but not be limited to, the exclusive authority to determine the amount of all assessments and charges to be levied by MA and the amount of all expenditures to be made by it.

§2.2. Number and Qualification. There shall be nine trustees. As used in this Article 2, “initial trustees” denotes both the nine trustees designated in Article FOURTH of the articles of incorporation and any persons elected pursuant to §2.7 to complete unexpired original terms of office of any such designated trustees who resign or are unable to complete their initial terms of office. The initial trustees need not be members of MA. All other trustees must be members of MA and if any such other trustee ceases to be a member of MA or if his rights and privileges as a member of MA shall be suspended pursuant to §1.2 of these regulation, he shall thereupon immediately cease to be a trustee.

Prior to an annual meeting at which the voting members are to elect one or more trustees, the president, with the approval of the board of trustees, shall appoint a nominating committee, composed of three members. The nominating committee shall select at least one nominee for each vacancy.

The nominating committee shall announce to the members prior to the annual meeting the names of the nominees, and shall cause them to be nominated at the annual meeting. Additional nominations shall be received from the floor at the annual meeting.

§2.3. Compensation and Expenses. No initial trustees may be compensated for serving as trustees. Other trustees may be compensated at such rates on a per-meeting basis and up to such total compensation during the period between annual meetings of the membership as shall be determined from time to time by the board of trustees; provided, however, the maximum compensation payable to any trustee shall be $50 per bona fide meeting with a cumulative limit of $1,200 for payment between annual meetings of the membership, unless otherwise authorized by the membership at an annual meeting the notice of which states that trustee compensation in excess of such aforementioned limits will be an issue to be determined. Notwithstanding the foregoing, however, trustees may be reimbursed for their out-of-pocket expenses incurred in the performance of their duties, if such reimbursement is authorized by the board of trustees; and, if serving MA in any capacity other than that of trustees, they may be compensated therefor.

§2.4. Election and Term of Office. The initial trustees shall hold office until their successors are elected as provided in this §2.4.

At the first annual meeting after 400 residential living units have been occupied, the voting members shall elect one trustee to succeed the initial trustee then occupying trustee position number one, as set forth in Article FOURTH of the articles of incorporation. At the first annual meeting after the occupancy of 750 residential living units, the voting members shall elect a successor to the initial trustee then occupying trustee position number two. At the first annual meeting after the occupancy of 1,500 residential living units, the voting members shall elect a successor to the initial trustee then occupying trustee position number three. At the first annual meeting after the occupancy of 2,250 residential living units, the voting members shall elect a successor to the initial trustee then occupying trustee position number four. The trustees so elected shall serve for terms of one year and, as their respective terms expire, successors shall be elected by the voting members to one-year terms.

At the first annual meeting after the earlier of January 1, 1989 or the occupancy of 3,650 residential living units, the voting members shall elect successors to the trustees occupying all nine trustee positions. Three trustees shall be elected for a term of one year, three for a term of two years, and three for a term of three years. As their respective terms expire, and as the terms of all subsequent trustees expire, the voting members shall elect trustees to three-year staggered terms so that, at each annual meeting of the members, three trustees shall be elected. At each meeting of the members for the election of trustees the number of persons (corresponding to the number of trustees to be elected) receiving the greatest number of votes shall be deemed elected trustees, regardless of whether or not such persons receive the votes of a majority of the members present.

§2.5. Resignations. Any trustee may resign by giving written notice to any officer. Such resignation shall take effect at the time specified therein and the acceptance of a resignation shall not be necessary to make it effective.

§2.6. Removal of Trustees. Any trustee may be removed, either with or without cause, by the affirmative vote of two-thirds of the trustees present at any meeting of the board of trustee, providing the notices (or waivers of notices) of which shall have specified that such removal action was to be considered.

§2.7 Vacancies. A vacancy in the board of trustees created by the death, resignation, or removal of an initial trustee shall be filled by a majority vote of the remaining initial trustees, or if there are none, by a majority vote of the other trustees. A vacancy in the board of trustees created by the death, resignation, or removal of a trustee other than an initial trustee shall be filled by a majority vote of the remaining trustees other than the initial trustees, or if there are none, by the majority vote of the initial trustees. Any vote under this §2.7 shall be valid whether or not the number of trustees voting constitutes a quorum. A trustee elected under this §2.7 shall be deemed to be elected for a term equal to the unexpired portion of the term for which the vacating trustee was elected.

§2.8 Quorum and Manner of Acting. A majority of the trustees holding office at the time of any meeting of the board of trustees must be present in person at such meeting in order to constitute a quorum for the transaction of business. This quorum requirement may from time to time be increased or decreased by the board of trustees, provided that such increase of decrease shall not be effective for the meeting at which such action is taken. The act of a majority of the trustees present at any meeting at which a quorum is present shall be the act of the board of trustees unless a greater proportion is required by the laws of Ohio, the articles of incorporation or these regulations. In the absence of a quorum, a majority of those present may adjourn a meeting from time to time until a quorum is had. The trustees shall act only as a board. Individual trustees shall have no power or authority, as such, to act in behalf of the corporation.

§2.9 Organization and Place of Meetings. At each meeting of the board of trustees, the president, or, in his absence, the vice president, or, in the absence of both, a chairman chosen by a majority of the trustees present, shall act as chairman, and the secretary, or, if the secretary is not present, any person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting. The meetings of the board shall be held at such place or places within the State of Ohio as may from time to time be fixed by the board of trustees, or as shall be specified or fixed in the respective notices or waivers of notice thereof.

§2.10. Regular and Special Meetings. Regular meetings of the board of trustees shall be held at such times and places as the board of trustees shall decide. Special meetings of the board of trustees shall be held whenever called by the president, or by any two trustees. All meetings of the board of trustees shall be open to the members of MA.

Every trustee shall furnish the secretary with an address at which notice of meetings and all other corporate notices may be served on or mailed to him. Unless waived before, at, or after the meeting as hereinafter provided, notice of each meeting shall be given by the president or the persons calling such meetings to each trustee in any of the following ways:

(a) By orally informing him of the meeting in person or by telephone not later than two days before the date of the meeting.

(b) By personal delivery to him not later than two days before the date of the meeting of written notice thereof.

(c) By mailing written notice to him, or by sending notice to him by telegram, cablegram, or radiogram, postage or other costs prepaid, addressed to him at the address furnished by him to the secretary or to such other address as the person sending the notice shall know to be correct. Such notice shall be posted or dispatched a sufficient length of time before the meeting so that in the ordinary course of the mail or the transmission of telegrams, cablegrams, or radiograms, delivery thereof would normally be made to him not later than two days before the date of the meeting.

Unless otherwise required by the articles of incorporation, by these regulations or by the laws of the State of Ohio, the notice of any meeting need not specify the purpose or purposes thereof. Notice of any meeting of the board may be waived by any trustee, either before, at, or after the meeting, in writing, or by telegram, cablegram, or radiogram. Notice of any meeting will be deemed to have been waived by any trustee who attends such meeting and who does not, before or at the commencement of the meeting, protest the lack of proper notice. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. For the benefit of members of MA, notice of meetings of the board of trustees shall be posted in the public meeting places of Muirfield Village, but failure to post such notice in any one or all of such places shall in no way be deemed to invalidate any action taken by the board of trustees at any meeting. The order of business at meetings of the board shall be such as the chairman may prescribe or allow, subject, however, to his being overruled with respect thereto by a majority of the members of the board present.

§2.11 Action in Writing in Lieu of Meeting. Any action which by virtue of any provision of the laws of Ohio, the articles of incorporation, or these regulations may be taken at a meeting of the trustees, may be taken without a meeting if authorized by a writing signed by all the trustees.

§2.12. Meetings Through Communications Equipment. Meetings of the board of trustees may be held through any communications equipment provided that all persons participating in the meeting can hear each other. Persons participating through communications equipment shall be considered for purposes of these regulations and all other purposes as present at any meeting held pursuant to this §2.12.