BY-LAWS

OF

WHISPERING OAKS HOMEOWNERS ASSOCIATION OF ST. AUGUSTINE BEACH, INC.

SECTION 1. NAME AND LOCATION

These are the By-Laws of the Whispering Oaks Homeowners Association of St. Augustine Beach, Inc. (the "Association") as duly adopted by its Board of Directors (the "Board"). The Association is a not-for-profit corporation organized pursuant to Chapter 617, Florida Statutes.

1.1 The office of the Association initially shall be at One First Lane, St. Augustine Beach, FL 32084 and thereafter may be located at any place in St. Johns County, Florida (the "County") designated by the Board.

1.2       The fiscal year of the Association shall be the calendar year.

1.3 The seal of the Association shall bear the name of the Association, the word "Florida" and the words "Corporation Not-For-Profit".

SECTION 2.

EXPLANATION OF TERMINOLOGY

The terms defined in the Declaration [referred to as such in the Articles of Incorporation of the Association (the "Articles")] are incorporated herein by reference.

SECTION 3.

MEMBERSHIP; MEMBERS MEETINGS; VOTING AND PROXIES

3.1 The qualification of Members, the manner of their admission to membership in the Association and the termination of such membership, the Classes of Members and the voting by Members shall be as set forth in the Articles.

       3.2        The Members shall meet annually (the "Annual Members Meeting"). The Annual Members Meeting shall be held at the office of the Association or at such other place in the County as the Board may determine and designate each year.

3.3 Special Meetings of the Membership shall be held at any place within the County whenever called by the President, Vice President, by a majority of the Board or upon receipt of a written request from members entitled to at least ten percent (10%) of the vote of all the Members. Business at the special meeting will be limited to the purposes set forth in the notice.

3.4 A written notice of all Members meetings whether the Annual Members Meeting or Special Meetings ("Meeting") shall be given to each Member at his last known address as it appears on the books of the Association and shall be mailed to said address not less than fourteen (14) days nor more than thirty (30) days prior to the date of the Meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any notice given hereunder shall state the time and place of the Meeting and the purposes for which the Meeting is called. The notice of all Annual Members Meetings shall specify the number of Directors to be elected by the members. An officer of the Association shall sign all notices. Any provisions to the contrary notwithstanding, notices of any Meeting may be waived by any Member before, during, or after such meeting, by a Member or Members, by such Member signing a document setting forth the waiver of written notice.

3.5 (a) A quorum of the Membership shall consist of persons entitled to cast, either in person or by proxy, a majority of the votes of the Membership.

(b) Any Member may join in the action of any meeting of Members by signing and concurring in the minutes thereof and such a signing shall constitute the presence of such parties for the purpose o£ determining a quorum. When a quorum is present at any meeting and questions are presented which raise the jurisdiction of such meeting, the holders of a majority of the voting rights present in person or represented by written proxy shall be required to decide the question. However, if the question is one upon which by express provision of the Declaration requires a vote other than the majority vote of a quorum, then such express provision shall govern and control the required vote on the decision of such question.

3.6 At any Annual Members Meeting when elections of Directors are to occur, written ballots are to be supplied to Members who are entitled to vote for such purposes. At such meeting 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 Articles. Persons receiving the largest number of votes shall be elected. There shall be no cumulative voting. Also, at any Annual Members Meeting at which Directors are to be elected, the Board shall appoint an Election Committee consisting of two (2) members of the Board and one (1) officer of the Association to supervise the election, prepare ballots, count and verify ballots and proxies, disqualify votes if such disqualification is justified under the circumstances and to certify the results of the election to the Board. This Committee shall be able to determine questions within its jurisdiction by majority vote of all three (3) members.

3.7 If any meeting of Members cannot be organized because a quorum thereof is not in attendance, the Members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present. In the case of the meeting being postponed, the notice provisions for the adjournment shall be determined by the Board.

3.8 Minutes of all meetings shall be kept in a businesslike manner and be available for inspection by the Members and Directors at all reasonable times.

SECTION 4.

BOARD OF DIRECTORS; DIRECTORS MEETINGS

4.1        The business and administration of the Association shall be by its Board of Directors.

4.2        The election shall be conducted in accordance with the Articles and these By-Laws.

4.3       The organizational meeting of a newly elected Board shall be held within ten (10) days of their election at such place and time as shall be fixed by the Directors at the meeting at which they were elected. No further notice of the organizational meeting shall be necessary.

4.4       Regular meetings of the Board may be held at such times and places as shall be determined from time to time by a majority of Directors. Special meetings of the Board may be called at the discretion of the President or the Vice President. Special meetings must be called by the Secretary at the written request of at least one-third (1/3) of the Directors.

4.5       Notice of the time and place of regular and special meetings of the Board, or adjournments thereof, shall be given to each Director personally or by mail, telephone or facsimile at least three (3) days prior to the day named for such meeting unless such notice is waived before, during or after such meeting. Any Director may waive notice of the meeting in writing before, during, or after a meeting and such waiver shall be deemed equivalent to the receipt of notice by such Director. In addition, a notice of all meetings open to the Members must be posted at 951 AlA Beach Blvd.,  St. Augustine Beach, FL at least 48 hours prior to the meeting, except in an emergency.

4.6       A quorum of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. A Director may join in the action of a meeting of the Board by signing the minutes thereof, and such signing shall constitute the presence of such Director for the purpose of determining a quorum. Matters approved ­by a majority of the Directors present at a meeting at which a quorum is present shall constitute the official acts of the Board, except as specifically otherwise provided by law, in the Articles or elsewhere herein. If at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted. In the case of the adjournment of a meeting, notice to the Directors of such adjournment shall be determined by the Board.

4.7       The presiding officer at all Board meetings shall be the President. In the absence of the President, the Directors present shall designate anyone of their number to preside.

4.8       There shall be no Director's fee paid for services rendered as a Director; however, the foregoing shall not limit the right of a Director to be compensated for services rendered in another capacity.

4.9       Minutes of all meetings of the Board shall be kept in a businesslike manner and shall be available for inspection by Members and Directors at all reasonable times.

4.10      Meetings of the Board may be open to all Members on such terms as the Board may determine, except for any meetings with legal counsel with respect to pending litigation.

SECTION 5.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

5.1     All of the powers and duties of the Association shall be exercised by the Board. Such powers and duties of the Board shall include but not be limited to all powers and duties set forth in the Declaration, as well as all of the powers and duties of a director of a corporation not-for-profit.

SECTION 6.

OFFICERS OF THE ASSOCIATION

6.1       Executive officers of the Association shall be the President, who shall be a Director, the Vice President, a Treasurer, and a Secretary all of whom shall be elected annually by the Board. Any officer may be removed without cause from office by vote of the Directors at any meeting of the Board. The Board may, from time to time, elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. One person may hold one or more offices.

       6.2       The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of the President of an association or a corporation not-for-profit including, but not limited to, the power to appoint such committees at such times from among the Directors or Members as he may in his discretion determine appropriate to assist in the conduct of the affairs of the Association. The President shall preside at all meetings of the Board.

6.3       In the absence or disability of the President, a Vice President shall exercise the powers and perform the duties of the President. The Vice President(s) shall also generally assist the president and exercise such other powers and perform such other duties as shall be prescribed by the Board. In the event there shall be more than one Vice President elected by the Board, then they shall be designated "First, "Second", etc., and shall exercise the powers and perform the duties of the Presidency in such order.

6.4       The Secretary shall keep the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. He shall have custody of the seal of the Association and affix the same to instruments requiring such seal when duly authorized and directed to do so. He shall be custodian for the corporate records of the Association, except those of the Treasurer, and shall perform all of the duties incident to the office of Secretary of the Association as may be required by the Board or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent and shall assist the Secretary under the supervision of the Secretary.

6.5     The Treasurer shall have custody of all of the monies of the Association,

including funds, securities, and evidences of indebtedness. He shall keep the assessment rolls and accounts of the Members and shall keep the books of the

Association in accordance with good accounting practices and he shall perform all of the duties incident to the office of Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent and shall assist the Treasurer under the supervision of the Treasurer.

SECTION 7.

ACCOUNT RECORDS; FISCAL MANAGEMENT

7.1       Records of the Association shall be kept and budgets prepared in accordance with the requirements of the §617.301 Florida Statutes, et seq.

SECTION 8. PARLIAMENTARY RULES

8.1       The then latest edition of "Robert's Rules of Order" shall govern the conduct of meetings of all Members of the Association and the Board provided, however, if such rules of order are in conflict with the Declaration, Robert's Rules of Order shall yield to the provisions of such instrument.

SECTION 9. AMENDMENT OF THE BY-LAWS

9.1       These By-Laws may be amended by the Members in accordance with the provisions of the Articles.

ADOPTED  -  Original dated October 15, 1999 and signed by the Secretary Ralph Morris

The following additions were approved by members at the January 11, 2003 Annual Members meeting:

1.      Members who pay fees later than 60 days from due date will be charged a $25 late charge.  Members who pay later than 90 days lose their voting rights and may have a lien placed on their property for the fees, late charges, attorney fees, filing costs and 18% interest on these amounts due until paid.

2.      The financial records of the Association shall be audited by two members who are not on the Board.  This audit will be done at the end of the calendar year and reported on in the annual members meeting.

3.      The Treasurer, without Board approval for each bill, may pay routine monthly utility and telephone bills plus maintenance bills less than $100 if the amounts are covered by the approved budget.  The Board must individually approve all other bills before checks can be issued. 

4.      The President, Vice President, and Treasurer are the only members authorized to sign checks.  Each check requires two signatures.  If the check is payable to one of authorized signers, then the other two authorized signers must sign the check.

5.      The Board must obtain written proposals for work to be performed when the expenditure will be greater than $500