BYLAWS

NOTE: SUBSTANTIAL AMENDMENT OF ENTIRE BYLAWS.

FOR PRESENT TEXT SEE EXISTING BYLAWS.

BYLAWS

OF

RIVIERA GOLF ESTATES HOMEOWNERS ASSOCIATION, INC.

1. GENERAL. These are the Amended and Restated Bylaws of Riviera Golf Estates Homeowners Association, Inc. hereinafter the "Association", a corporation not for profit organized under the laws of Florida for the purpose of serving as a residential community homeowner's association. All prior Bylaws are hereby revoked and superseded in their entirety.

1.1 Principal Office. The principal office of the Association shall be located at such place within Collier County as the Board of Directors may determine.

1.2 Seal. The seal of the Association shall be inscribed with the name of the Association, the year of its organization, and the words "Florida" and "corporation not for profit". The seal may be used by causing it, or a facsimile of it, to be impressed, affixed, reproduced or otherwise placed upon any document or writing of the corporation where a seal may be required.

1.3 Definitions. The terms used in these Bylaws shall be defined as set forth in Section 1. of the Declaration of Covenants, Conditions and Use Restrictions for Riviera Golf Estates (the "Declaration") to which these Bylaws are attached as Exhibit "C".

2. MEMBERS; VOTING RIGHTS. The members of the Association and their voting rights shall be as set forth in Section 2. of the Declaration.

3. MEMBERS' MEETINGS.

3.1 Annual Meeting. The annual meeting of the members shall be held in Collier County, Florida during the first (1") quarter of each calendar year, on a day, place and time designated by the Board of Directors, for the purpose of electing Directors and transacting any other business duly authorized to be transacted by the members.

3.2 Special Meetings. Special meetings of the members shall be held whenever called by the President or by a majority of the Board of Directors, and may also be called by members representing at least ten (10%) percent of the voting interests. Business at any special meetings shall be limited to the items specified in the notice of meeting.

3.3 Notice of Meeting. Notice of all meetings of the members, stating the time, date, and place of the meeting must be mailed to each member at his address as it appears on the books of the Association, or may be furnished by personal delivery. Notice of special meetings must include a description of the purpose or purposes for which the meeting is called. The member bears the responsibility for notifying the Association of any change of address. The notice must be mailed or delivered at least fourteen ( 14) days prior to the date of the meeting.

3.4 Quorum. A quorum at meetings shall be attained by the presence. either in person or by proxy, of persons entitled to cast at least twenty-five percent (25%) of the votes of the entire membership.

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3.5 Vote Required. The acts approved by a majority of the votes cast in person or by proxy, at a meeting at which a quorum has been attained are binding upon all owners for all purposes, except where a higher vote is required by law, or by any provision of the Governing Documents.

3.6 Proxies. Votes may at a meeting be cast in person or by proxy. A proxy may be given by any person entitled to vote, but shall be valid only for the specific meeting for which originally given and/or any lawful adjournment of that meeting. No proxy shall be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given. Every proxy shall be revokable at the pleasure of the person executing it. To be valid a proxy must be in writing (in the form proposed by the Board), dated, signed by the person authorized to cast the vote, specify the date, time and place of the meeting for which it is given. Holders of proxies must be members. The holder shall have the right, if the proxy so provides, to substitute another person to hold the proxy.

3.7 Adjourned Meeting. Any duly called meeting of the members maybe adjourned to a later time by vote of the majority of the voting interests present; regardless of whether a quorum has been attained. When a meeting is adjourned it shall not be necessary to give notice of the time and place of its continuance if such are announced at the meeting being adjourned. Any business which might have been conducted at the meeting as originally scheduled may instead be conducted at the continuance.

3.8 Order of Business. The order of business at members' meetings shall be substantially as follows:

• (A) Call of roll or determination of existence of a quorum.
• (B) Reading or disposal of minutes of last members meeting.
• (C) Reports of Officers.
• (D) Reports of Committees.
• (E) Election of Directors (annual meeting only).
• (F) Unfinished Business.
• (G) New Business.
• (H) Adjournment.

3.9 Minutes. Minutes of all meetings of members and of the Board of Directors shall be kept in a businesslike manner, in a book or books, and must be available for inspection by members or their authorized representatives at all reasonable times.

3.10 Parliamentary Rules. Robert's Rules of Order (latest edition) shall govern the conduct of an Association meeting when not in conflict with the law, with the Declaration, or with these Bylaws. The Presiding Officer may appoint a Parliamentarian, but the Presiding Officer's decisions on questions of Parliamentary Procedure shall be final. Any question or point of order not raised at the meeting to which it relates shall be deemed waived.

3.11 Action by Members Without Meeting. Except for the holding of the annual meeting and annual election of Directors, any action required or permitted to be taken at a meeting of the members may be taken by mail without a meeting if written consents or other instruments expressing approval of the action proposed to be taken are signed and returned by members having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all of the voting interests were present and voting. If the requisite number of written consents are received by the Secretary within sixty (60) days after the earliest date which appears on any of the consent forms received, the proposed action so authorized shall be of full force and effect as if the action had been approved by vote of the members at a meeting of the members held on the sixtieth (60'') day. Within ten (10) days thereafter, the Board shall send written notice of the action taken to all members who have not consented in writing. Nothing in this paragraph affects the rights of members to call a special meeting of the membership, as provided for by Section 3.2 above, or by law. If the vote is taken by the method described in this Section 3.11, the list of owners on record with the Secretary at the time of mailing the voting material shall be the list of qualified voters. The written consents used to authorize an action without a meeting shall become part of the Association's records.

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4. BOARD OF DIRECTORS. The administration ofthe affairs of the Association shall be by a Board of Directors. All powers and duties granted to the Association by law, as modified and explained in the Declaration, the Articles of Incorporation, and these Bylaws, shall be exercised by the Board, subject to approval or consent of the owners only when such is specifically required.

4.1 Number and Terms of Service. The number of Directors which shall constitute the whole Board of Directors shall be seven (7). All Directors shall be elected for three (3) year staggered terms which end at the end of the annual meeting at which their successors are to be elected. In the 2004 annual election and every three (3) years thereafter, the number of Directors to be elected shall be two (2). In the 2005 annual election and every three (3) years thereafter, the number of Directors to be elected shall be two (2). In the 2006 annual election and every three (3) years thereafter, the number of Directors to be elected shall be three (3).

4.2 Oualifications. Each Director must be a member.

4.3 Nominations and Elections. At each Annual Meeting the members shall elect, by a written secret ballot which the member personally casts, either by hand or by mail, as many Directors as there are regular terms of Directors expiring or vacancies to be filled. The search committee, if any, may submit its candidates for the office of Director in time to be included with the notice of the annual meeting; any other eligible person may also be nominated as a candidate by himself or by another member from the floor at the annual meeting. Directors shall be elected by a plurality of the votes cast, in person or by proxy, at the annual meeting. In the election of Directors, there shall be appurtenant to each Lot as many votes as there are Directors to be elected. No member shall cast more than one (1) vote for any candidate. The candidates receiving the highest number of votes shall be declared elected. A tie vote shall be broken by agreement among the candidates who are tied, or by lot.

4.4 Vacancies. If the office of any Director becomes vacant for any reason, a majority of the remaining Directors, though less than a quorum, shall promptly choose a successor who shall hold the office until the next annual election. At the next annual election the office shall be filled by the members for the remainder of the unexpired term. At the election, regular expiring Director offices shall be filled first by those candidates receiving the highest number of votes, with the vacancy office being filled by the candidate receiving the least of the highest number of votes.

4.5 Removal of Directors. Any or all Directors may be removed from office, with or without cause, by a majority of the voting interests, either by a written petition or at any meeting called for that purpose. If a meeting is held or a petition is filed for the removal of more than one (1) Director, the question shall be determined separately as to each Director sought to be removed. If removal is effected by petition, the vacancy or vacancies shall be filled as provided in Section 4.4 above. If the removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting. Any Director who is removed from office is not eligible to stand again for election to the Board until the next annual election, and must turn over to the Association within 72 hours any and all records and other property of the corporation in his possession. If a Director who is removed does not relinquish his office or turn over records as required, the circuit court in the county where the Association has its principal office may summarily order the Director to relinquish his office and turn over corporate records upon application of any member. In any such action, the prevailing party shall be entitled to recover its attorney's fees and costs.

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4.6 Organizational Meeting. The organizational meeting of the new Board of Directors shall be held within ten (10) days after the election of new Directors at such place and time as may be fixed by the Directors at the annual meeting at which they were elected.

4.7 Notice to Directors. Meetings of the Board may be called by the President, or by a majority of the Directors. Meetings shall be held at the time, date and place in Collier County, Florida, that is set forth in the notice of the meeting. Notice of Board meetings shall be given to each Director, personally or by mail, telephone or telegram, at least two (2) days before the date of the meeting.

4.8 Notice to Owners. Meetings of the Board of Directors shall be open to members except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege, and notice of all Board meetings, together with an agenda, shall be posted conspicuously at the Riviera Golf Estates Recreational Facility Clubhouse at least forty-eight (48) hours in advance of each Board meeting, except in an emergency. Notice of any Board meeting where assessments are being considered for any reason shall specifically contain a statement that assessments will be considered and the nature of the assessments.

4.9 Waiver of Notice. Any Director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice. If all Directors are present at a meeting, no notice to Directors shall be required.

4.10 Quorum of Directors. A quorum at a Board meeting shall be attained by the presence in person of a majority of all Directors. Directors may participate in any meeting of the Board, or meeting of an executive or other committee, by using a conference call or other similar communicative arrangement whereby all persons present can hear and speak to all other persons. Participation by such means shall be deemed equivalent to presence in person at a meeting.

4.11 Vote Required. The acts approved by a majority of those Directors present and voting at a Board meeting at which a quorum has been attained shall constitute the acts of the Board of Directors, except when approval by a greater number of Directors is required by the Governing Documents or by applicable statutes. A Director who is present at a meeting of the Board shall be deemed to have voted in favor of any action taken, unless he voted against such action or abstained from voting because of an asserted conflict of interest, and the vote by each Director present on each matter voted upon shall be recorded in the minutes of each meeting. Directors may not vote by proxy or secret ballot at Board meetings, except that secret ballot may be used in the election or removal of officers.

4.12 Adjourned Meetings. The majority of the Directors present at any meeting of the Board, regardless of whether a quorum has been attained, may adjourn the meeting to be reconvened at a specified later time. When the meeting is reconvened, provided a quorum is present, any business that might have been transacted at the meeting originally called may be transacted.

4.13 Presiding Officer. The President of the Association, or in his absence, the Vice-President, shall be the presiding officer at all meetings of the Board. If neither is present, the presiding officer shall be selected by majority vote of those present.

4.14 Directors' Fees and Reimbursement of Expenses. No compensation or fees shall be paid to Directors for service as a Director unless these Bylaws.are amended to provide for such payments. Directors may be reimbursed for reasonable out-of-pocket expenditures made for the benefit of the Association upon approval of the President, or in the case of expenditures by the President, upon approval of the VicePresident.

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4.15 Committees. The Board of Directors may appoint from time to time such standing or temporary committees, including a nominating committee, as the Board may deem necessary or convenient for efficient and effective operation. Any such committee shall have the powers and duties assigned to it in the resolution creating the committee. Any appointed committee shall be open to members and the committee shall notice and hold its meetings with the same formalities as are required for Board meetings. Committees vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community may not vote by proxy or secret ballot.

4.16 Emergency Powers. In the event of any "emergency" as defined in Paragraph 4.16(G) below, the Board of Directors may exercise the emergency powers described in this Section, and any other emergency powers authorized by Sections 617.0207, and 617.0303, Florida Statutes (1993), as amended from time to time.

• (A) The Board may name as assistant officers persons who are not Directors, which assistant officers shall have the same authority as the executive officers to whom they are assistant during the period of the emergency, to accommodate the incapacity of any officer of the Association.
• (B) The Board may relocate the principal office or designate alternative principal offices or authorize the officers to do so.
• (C) During any emergency the Board may hold meetings with notice only given to those Directors with whom it is practicable to communicate, and the notice may be given in any practicable manner, including publication or radio. The Director or Directors in attendance at such a meeting shall constitute a quorum.
• (D) Corporate action taken in good faith during an emergency under this Section to further the ordinary affairs of the Association shall bind the Association; and shall have the rebuttable presumption of being reasonable and necessary.
• (E) Any officer, director, or employee of the Association acting with a reasonable belief that his actions are lawful in accordance with these emergency Bylaws shall incur no liability for doing so, except in the case of willful misconduct.
• (F) These emergency Bylaws supercede any inconsistent or contrary provisions of the Bylaws during the period of the emergency.
• (G) For purposes of this Section an "emergency" exists whenever it is not possible to assemble a quorum of the Directors because of a catastrophic event, such as a hurricane, earthquake, act of war or terrorism, or other such event. A determination by any two (2) Directors, or by the President, that an emergency exists, shall have presumptive validity.

5. OFFICERS.

5.1 Officers and Elections. The executive officers of the Association shall be a President, and a VicePresident, who must be Directors, and a Treasurer, and a Secretary, all of whom shall be elected annually by a majority of the whole Board. Any officer maybe removed, with or without cause, at any Board meeting by vote of a majority of all Directors. Any person except the President may hold two or more offices. The Board of Directors may, from time to time, appoint such other officers, and designate their powers and duties, as the Board shall find to be required to manage the affairs of the Association. If the Board so determines, there may be more than one Vice-President.

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5.2 President. The President is the chief executive officer of the Association. The President shall preside at all meetings of the members and Directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Board are carried into effect.. The President shall execute bonds, mortgages and other contracts and documents requiring the seal of the Association, except where such are permitted by law to be otherwise signed and executed, and the power to execute is delegated by the Board of Directors to some other officer or agent of the Association.

5.3 Vice-President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President; and shall perform such other duties as the Board of Directors shall prescribe.

5.4 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall record all votes and the minutes of all proceedings in a book to be kept for the purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board or the President. The Secretary shall keep in safe custody the seal of the Association and when authorized by the Board, affix the same to any instrument requiring it. The Secretary shall be responsible for the proper recording of all duly adopted amendments to the Riviera Golf Estates Documents. -Any of the foregoing duties may be performed by an Assistant Secretary, if one has been designated.

5.5 Treasurer. The Treasurer shall have the custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as are selected by the Board of Directors. The Treasurer shall disburse the funds of the Association, making proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Association. Any of the foregoing duties may be performed by an Assistant Treasurer, if one has been designated.

5.6 Compensation of Directors and Officers. No compensation shall be paid to any director or officer for services as a director or officer of the Association. This provision does not preclude the Board of Directors from employing officers as employees of the Association.

6. FISCAL MATTERS. The provisions for fiscal management of the Association set forth in the Declaration shall be supplemented by the following provisions:

6.1 Depository. The Association shall maintain its funds in federally insured accounts at such financial institutions in the State of Florida as shall be designated from time to time by the Board. Withdrawal of moneys from such accounts shall be only by such persons as are authorized by the Board. The Board may invest Association funds in interest-bearing accounts, money market funds, certificates of deposit, U.S. Government securities, and other similar investment vehicles.

6.2 Accounts of the Association. The Association shall maintain its accounting books and records according to generally accepted accounting principles. There shall be an account for each Lot, showing the name and mailing address of the owner of each Lot, the amount and due date of each assessment or charge against the Lot, the amounts paid and date of payment, and the balance due.

6.3 Budget. The Board of Directors shall adopt a budget of Association estimated revenues and expenses for each fiscal year. A copy of the proposed budget and a notice stating the time, date and place of the meeting of the Board at which the budget will be considered, shall be mailed to or served on each owner not less than fourteen (14) days prior to that meeting. The proposed budget shall be detailed and shall show the amounts budgeted by accounts and revenue and expense classifications. The estimated surplus or deficit as of the end of the current year shall be shown and all fees or charges for recreational amenities shall be set out separately.

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6.4 Reserves. The Board may establish in the budget one or more restricted reserve accounts for capital expenditures and deferred maintenance. Contingency reserves for unanticipated operating expenses shall be included, if at all, in the operating portion of the budget. These funds may be spent for any purpose approved by the Board. The purpose of reserves is to provide financial stability and avoid the need for special assessments. The amounts proposed to be so reserved shall be shown in the annual budget.

6.5 Assessments. Regular annual assessments based on the adopted budget shall be paid in quarterly installments, in advance, due on the first date of each quarter of the Association's fiscal year. Written notice of any increase in annual assessments shall be sent to all members prior to the beginning of the year the increase takes effect, but failure to send or receive such notice shall not excuse the obligation to pay. If an annual budget for a new fiscal year has not been adopted, or if notice of any increase has not been made at the time the first quarterly payment for the year is due, it shall be presumed that the amount of such installment is the same as the last quarterly payment, and shall be continued at such rate until a budget is adopted and new quarterly installments are calculated at which time an appropriate adjustment shall be added to or subtracted from each owner's next due quarterly installment.

6.6 Special Assessments. Special assessments may be imposed by the Board of Directors when necessary to meet unusual, unexpected, unbudgeted, or non-recurring expenses, or for such other purposes as are authorized by the Declaration and these Bylaws, including but not limited to, making payments under the mortgage for the recreational facility. Special assessments are due on the day specified in the resolution of the Board approving such assessment. The total of all special assessments coming due in any fiscal year shall not exceed fifteen percent (15%) of the total annual budget for that year, including reserves, unless a majority of the voting interest first consent. The notice of any special assessment must contain a statement of the purpose(s) of the assessment, and the funds collected must be spent for the stated purpose(s) or returned to the members as provided by law.

6.7 Fidelity Bonds. The President, Treasurer, and all other persons who are authorized to sign checks, shall be bonded in such amounts as may be required by the Board of Directors. The premiums on such bonds shall be paid by the Association.

6.8 Financial Reports. Not later than sixty (60) days after the close of each fiscal year, the Board shall prepare and distribute to the owner of each Lot a financial report showing in reasonable detail the financial condition of the Association as of the close of its fiscal year or a written notice stating that a copy of the financial report is available upon request at no charge to the member. The financial report shall consist of either financial statements prescribed in conformity with generally accepted accounting principles or a cash basis financial report of actual receipts and expenditures showing the amount of receipts and expenditures by classification and the beginning and ending cash balances of the Association.

6.9 Audits. A formal, certified audit of the accounts of the Association, if required by law, by vote of a majority of the voting interests, or by a majority of the Board of Directors, shall be made by a certified public accountant, and a copy of the audit report shall be available to all owners.

6.10 Application of Payments and Co-Mingling of Funds. All moneys collected by the Association may be co-mingled in a single fund or divided into two or more funds, as determined by the Board of Directors. All payments on account by an owner shall be applied as to interest, delinquencies, costs and attorney's fees, other charges, and regular or special assessments, in such manner and amounts as the Board may determine.

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6.11 Fiscal Year. The fiscal year of the Association shall begin on the first day of February of each year.

7. RULES AND REGULATIONS. The Board of Directors may, from time to time, adopt and amend administrative rules and regulations governing the operation of the Association. Copies of such rules and regulations shall be furnished to each owner. The Board of Directors shall have the power to levy fines, as further provided in Section 10.3 of the Declaration, for violations of the rules and regulations.

8. AMENDMENT OF BYLAWS. Amendments to these Bylaws may be proposed and adopted in the following manner.

8.1 Proposal. Amendments to these Bylaws may be proposed by a majority of the Board or upon written petition to the Board, signed by at least twenty percent (20%) of the voting interests.

8.2 Procedure. Upon any amendment to these Bylaws being so proposed by the Board or owners, the proposed amendment shall be submitted to a vote of the owners not later than the next annual meeting for which proper notice can be given. The notice shall set forth the full text of the proposed amendment.

8.3 Vote Required. Except as otherwise provided by law, or by specific provisions of the association documents, a proposed amendment to these Bylaws shall be adopted if it is approved at any annual or special meeting called for the purpose by a majority of the voting interests present, in person or by proxy, and voting, provided that proper notice of the amendment has been given to the members. Amendments may also be adopted without a meeting, by following the procedure set forth in Section 3.11 of these Bylaws.

8.4 Certificate. A copy of each amendment shall be attached to a certificate that the amendment was duly adopted, which certificate shall be executed by the President or Vice-President of the Association with the formalities of a deed. The amendment shall be effective when the certificate and copy of the amendment are recorded; in the Public Records of Collier County, Florida. The certificate must identify the book and page of the Public Records where the Declaration is recorded.

9. MISCELLANEOUS.

9.1 Gender; Number. Whenever the masculine or singular form of the pronoun is used in these Bylaws, it shall be construed to mean the masculine, feminine or neuter; singular or plural, as the context requires.

9.2 Severability. If any portion of these Bylaws is void or becomes unenforceable, the remaining provisions shall remain in full force and effect.

9.3 Conflict. If any irreconcilable conflict should exist, or hereafter arise, with respect to the interpretation of these Bylaws and the Declaration or Articles of Incorporation, the provisions of the Declaration or Articles of Incorporation shall prevail over the provisions of these Bylaws.

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