Coleson Cluster Association

MEETINGS AND RECORDS OF THE BOARD OF DIRECTORS OF COLESON AND CLUSTER

1. Notice of Meetings. Under Article IV, Section 5, of the By-Laws of Coleson Cluster Association, notice of any open meeting of the Board of Directors must be announced at least two days prior to the meeting. In addition, notice including the time, date, and place of each meeting of the Board of Directors shall be furnished to any member of the association who requests that information. Requests by a member to be notified on a continual basis shall be made at least once a year in writing and shall include the member's name, address and zip code. Notice of special meetings [may be issued?] contemporaneously with the notice provided to members of the Board of Directors.

2. Open Meetings. All meetings of the Board of Directors shall be open to all members of record of the association, unless there is an affirmative vote in open session on a motion to convene in closed session for one of the following purposes, as specifically stated in the motion: (a) consider a personal matter; (b) consult with legal counsel; (c) discuss and consider contracts, potential or pending litigation or matters involving violations of the declaration of covenants of the rules and regulations adopted pursuant to the covenants, for which a member, his family member, tenants, guests, or other invitees are responsible; or, (d) discuss and consider the personal liability of members of the association. The Board of Directors shall restrict the consideration of matters during closed session to only those purposes stated in the motion. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. No contract, motion, or other action agreed to in closed session shall become effective unless the Board of Directors, following the closed session, reconvenes in open meeting and votes affirmatively on the matter, which shall have its substance reasonably identified in the open meeting, without disclosing any of the information that provided the basis for the closed meeting.

3. Minutes and Voting. Minutes shall be kept of all meetings of the Board of Directors. Minutes of open meetings shall be available in the same manner as any other record of the association. Minutes of closed sessions of meetings shall not be made available. Voting by secret ballot in an open meeting of the Board of Directors is prohibited, except for the election of officers.

4. Recording of Meetings. Any member of the Coleson Cluster Association may make an audio recording of any portion of a meeting of the Board of Directors required to be open. The recording equipment must be placed and used in a manner that does not disrupt the meeting. The Board of Directors may upon an affirmative vote record any portion of any meeting of the Board.

5. Records.

(a) Coleson Cluster Association shall keep detailed records of receipts and expenditures affecting the operation and administration of the association. All financial books and records shall be kept in accordance with generally accepted accounting practice.

(b) Except as provided in paragraph (c), all records kept by or on behalf of Coleson Cluster Association, including, but not limited to, the associations membership list and addresses (which shall not be used for purposes of pecuniary gain or commercial solicitation) and aggregate salary information of employees of the association, shall be available for examination and copying by a member in good standing or his authorized agent, so long as the request is for a proper purpose related to this membership in the association. This right of examination shall exist without reference to the duration of membership and may be exercised (i) only during reasonable business hours or at a mutually convenient time and location and, (ii) upon five days' written notice reasonably identifying the purpose for the request and the specific records of the association requested. The association may impose and collect a charge, reflecting the actual costs of materials and labor, prior to providing copies of any books and records to a member in good standing.

(c) Records kept by or on behalf of the association may be withheld from inspection and copying to the extent that they concern: (i) Personnel matters or a person's medical records; (ii) communications with legal counsel or attorney work product; (iii) Transactions currently in or under negotiation; (iv) Pending or probable litigation; (v) Matters involving administrative or other formal proceedings for enforcement of the declaration of covenants or rules and regulations promulgated by the association; (vi) Disclosure information in violation of law; (vii) Meeting minutes or other records of a closed session of the Board of Directors held in accordance with these polices and procedures; (viii) Documentation, correspondence or management or board reports compiled for or on behalf of the association or the board by its agents or committees for consideration by the board; or (ix) Individual unit owner or member files other than those of the requesting lot owner including any individual lot owner's or member's files kept by or on behalf of the association.