BY-LAWS, PAGE 2.

SECTION 2. Election and terms of office.

There shall be seven (7) directors elected. Each director shall serve a two year term. Four (4) directors

shall be elected in even numbered years and three (3) elected in odd numbered years.

SECTION 3. Vacancies.

In case of vacancies by death, resignation, disability or disqualification, said vacancy may be filled by appointment by majority vote of the Board of Directors. Said appointment shall terminate at the next annual meeting of the membership. Unexcused absence of three (3) meetings in succession may terminate said member’s membership on the Board of Directors. Any Board member may be removed from the Board of Directors by just cause and procedure.

SECTION 4. Monthly meetings.

The Board of Directors shall have a monthly meeting to be held at such time and place as specified by the President of the Board of Directors. No notice to the membership need be given. Said Board of Directors may have such other meetings as deemed necessary with forty-eight (48) hour notice, Time and place of said meetings shall be posted on the community bulletin board each month. A special meeting may be called by any member of the Board of Directors.

SECTION 5. Quorum.

A majority of the Board of Directors shall constitute a quorum.

SECTION 6. Powers and Duties.

The Board of Directors shall supervise all officers and agents and veri& that all their duties are performed. The Board of Directors shall cause minutes and statements to be maintained. Be it understood that any member elected or appointed to the Board of Directors, or any committee authorized by the Board of Directors, does hereby pledge to abide by all restrictions and covenants set down by POTOSI LAKE VILLAGE, INC. and to perform his/her duties for the best interests of the corporation and the community as a whole without any desire for personal gain or profit.

SECTION 7. Officers.

There will be elected by the Board of Directors, a President, a Vice-President, a Secretary, and a

Treasurer (or a Secretary/Treasurer). The officer’s duties shall be as follows:

SECTION 7a. Officer’s duties.

The President shall preside at all meetings of the membership and at all meetings of the Board of Directors, at which he/she is present. He/she shall see that all orders and resolutions of the membership and Board of Directors are carried into effect, subject however, to the right of the Board of Directors, by resolution, to delegate any specific powers to any other officer, director, or agent of the corporation. The President, or Vice-President, shall sign and issue any certificate of membership deemed necessary. The President shall perform all such duties as are customarily entrusted to and performed by the President of a Missouri corporation.

The Vice-President, during the absence of the President, shall perform the duties of President and shall assume all activities of the President. The Vice-President shall also perform such other duties and exercise such other powers as may from time to time be imposed upon or vested in him by the Board of Directors.

The Secretary shall attend all meetings of the members of the corporation, Board of Directors, and standing committees. The Secretary shall act as clerk or secretary thereof and shall keep a record of all proceedings of such meetings in “minute books” kept for that purpose. The Secretary shall keep in safe custody the office seal of the corporation and shalt be authorized to affix the same to all instruments requiring the corporate seal. The Secretary shall have charge of the corporate records and to the extent (continued)

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