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Fran and after the happening of this event, the Class B member shall be
deemed to be a Class A member entitled to one vote for each Lot in which it holds
the interests required for membership under Section 1 of this Article.
Section 3. Turnover. Likewise, upon the happening of this event, or
at such earlier date as the Developer may determine, a meeting of inembers shall be
called for the ~urpose of electing officers and directors, the then officers and
directors shall submit their written resignations, the Class A members shall elect
their own officers and directors and assume control of the corporation. Provided,
however, that so long as General Development Corporation is~the owner of one Lot
in the said subdivision, it shall be entitled to appoint one member of the Board
of Directors, who shall be removable and replaced only by the Developer.
The Developer can turn over control of the Association to members by
calling a meeting for the election of any directors prior to the time it owns
fewer than 25X of the Lots, in its sole discretion, by causing all of its appointed -
directors to resign.
At such time as the Developer's directors resign or the Developer
is otherwise obligated to turn over control of the Association or call the
first meeting of inembers for the election of directors, it shall be the affirm-
ative obligation of the members to elect directors and assume control of the .
Association. Provided at least 30 days notice of Developer's decision to
cause its directors to resign or to hold the first meeting for the election
of directors is given to members, neither the Developer nor such directors
shall be liable in any manner in connection with such resignations even if
the members refuse or fail to assume control or to attend such meeting.
Within a reasonable time after members first elect the members of
the Board of Directors of the Association (but not more than 30 days after such
event), the Developer shall relinquish control of the Association and shall
deliver to the Association all property to be owned or controlled by the
Association then held by or controlled by the Developer. Notwithstanding
the foregoing, the Developer may vote in respect of its Lots at all meetings
of inembers whether annual or special.
Section 4. Quorum. Except as provided in Article V, Sections S
and 6 hereof, the presence at any regular or special meeting of inembers entitled
to cast, or of proxies entitled to cast, one-third of the combined votes of both
~ Classes of inembership shall constitute a quorum for any action governed by the •~
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r Articles of Incorporation or by the ByLaws of this Corporation. ti
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_5_ ~0~346 PaGE2971 '
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