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Section 2. Membership Dues. The annual membership dues for Members shall be <br />determined annually by the Board of Directors and shall be due and payable by all <br />Members of the Corporation on or before the first day of March following the annual <br />meeting. <br />Section 3. Term of Membership. A Member shall remain a Member of the Corporation <br />until such time as the Member no longer owns real estate within Blackthorn. The <br />obligation to pay and credit for the payment of membership dues and of Assessments, as <br />defined in the Covenants, of any Member whose membership in the Corporation <br />terminates in this manner shall be deemed assigned to the subsequent owner effective <br />upon any such conveyance. <br />Section 4. Transfer of Membership. Membership in the Corporation shall not be <br />transferrable or assignable in any manner except by the transfer of title to real estate <br />within Blackthorn. <br />Section 5. Voting Rights. Except as provided hereinbelow, each Member shall be <br />entitled to one (1) vote per acre of land owned by that Member within Blackthorn for <br />each matter submitted to the membership for a vote at each meeting of the membership. <br />Except as provided herinbelow, no Member shall vote by proxy. The foregoing <br />notwithstanding, each Member shall be entitled to only one (1) vote per legal lot of <br />record owned by the Member within Blackthorn under the following circumstances: <br />a. when voting to appoint any member of the Board of Directors; <br />when voting to amend the Covenants, the Guidelines or this Code of <br />Bylaws; <br />when voting on a Member request to subdivide or otherwise modify, <br />change or alter the size, dimensions or boundaries of the Member's Lot, as <br />defined in the Covenants; <br />d. when voting on a Member request to seek a rezoning of the Member's <br />Lot; <br />e. when voting on a Member request for a variance from or special exception <br />to any zoning requirement for the Member's Lot; <br />f. when voting on a Member request to re- designate the use of the Member's <br />Lot, or otherwise modify, change or adjust the established or existing use <br />the Member's Lot; <br />when voting under special elections called by the Board of Directors. <br />2 <br />