DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
PAGE 10

ARTICLE II  (cont.)

2.3.  Membership.
Every Owner shall automatically be a Member·of the Association and shall remain a Member until such Owner's Condominium ownership ceases, at which time such Owner's Membership in the Association shall automatically cease. Ownership of a Condominium is the sole qualification for. Membership in the Association. Membership in the Association is not assignable except to the Person to whom title to the Unit has been transferred, and every Membership in the Association is appurtenant to and may not be separated from the fee ownership of such Unit. The rights, duties, privileges and obligations of all Members are as provided in the Restrictions.

2.4.  Transfer.
The Membership of any Owner may not be transferred, pledged or alienated in any way, except upon the transfer or encumbrance of such Owner's Condominium, and then only to the transferee or Mortgagee of such Condominium. A prohibited transfer is void and will not be reflected upon the books and records of the Association. A Class A Member who has sold his Condominium to a contract purchaser under an agreement to purchase may delegate his Membership rights to the contract purchaser. The delegation must be in writing and must be delivered to the Board before the contract purchaser may vote. The contract seller shall remain liable for all charges and assessments attributable to the contract seller's Condominium which accrue before fee title to the Condominium is transferred. If an Owner fails or refuses to transfer his Membership to the purchaser of such Owner's Condominium upon transfer of fee title thereto, the Board may record the transfer upon the Association's books. Until satisfactory evidence of such transfer has been presented to the Board, the purchaser will not be entitled to vote at Association meetings. The Association may levy a reasonable transfer fee against a new Owner and such Owner's Condominium (which fee shall be paid through escrow or added to the Annual Assessment chargeable to such new Owner) to reimburse the Association for the administrative cost of transferring the Membership to the new Owner on the Association's records. Such fee may not exceed the Association's actual cost involved in changing its records.

2.5.  Classes of Membership.
The Association classes of voting Membership are as follows:

 Class A. Class A Members are all Owners except Declarant for so long as there exists a Class B Membership. Class A Members are entitled to one (l) vote for each Condominium owned by such Class A Members which is subject to assessment. Declarant shall become a Class A Member upon conversion of Declarant's Class B Membership as provided below. When more than one (1) Person owns any Condominium, all such Persons are Members. The vote for such Condominium shall be exercised in accordance with Section 2.6, but no more than one (1) Class A vote may be cast for any Condominium.

 Class B. The Class B Member is Declarant. The Class B Member is entitled to three (3) votes for each Condominium owned by Declarant which is subject to assessment. The Class B Membership shall be converted to Class A Membership upon t{: first to occur of the following events:

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