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3.4.4 No Person holding a security interest in any part of the Property shall be a <br />Member solely by reason of such interest. <br />3.4.5 Additional memberships in the Master Association may be created only by <br />(i) subjecting Additional Property or other property to this Master Declaration, and <br />creating one or more Neighborhoods on the annexed property, or (ii) subdividing a <br />Neighborhood and creating two or more new Neighborhoods, in accordance with the <br />requirements of this Master Declaration. <br />3.4.6 Memberships may be combined upon the combination of one or more <br />Neighborhoods in accordance with the requirements of this Master Declaration. One <br />membership shall attach to each surviving Neighborhood Association. <br />3.5 Member Voting Allocation. Each Member is allocated one (1) vote in the affairs <br />of the Master Association that the Members are entitled to vote upon. Each Neighborhood Board <br />shall designate to the secretary of the Master Association a Member Representative to exercise <br />that Member's vote in matters to be voted upon by the Members in accordance with Sections 2 <br />and 3 of the Master Bylaws. Such designation shall remain in effect until replaced by a new <br />designation made by the Neighborhood Board of the applicable Neighborhood Association, and <br />delivered, in writing or by authenticated electronic communication, to the Secretary of the <br />Master Association. The voting rights of the Members are more fully described in Section 3 of <br />the Master Bylaws. The voting rights described in this Section 3.5 shall not be separated or <br />conveyed separately from a membership, and any conveyance, encumbrance, judicial sale or <br />other transfer of such rights, separate from the membership is void. The voting rights described <br />in this Section 3.5 shall be automatically reallocated on the same basis among all Units as and if <br />additional Units are added to a Neighborhood and the Property. <br />3.6 Master Common Expense Allocation. Except as otherwise provided in Sections <br />6.5, 6.7 and 6.9, Master Common Expenses shall be assessed and levied against each <br />Neighborhood Association in proportion to the total number of Units in the Neighborhood as <br />compared to the total number of Units in all Neighborhoods. Except as otherwise provided in <br />Sections 6.5, and 6.7 and 6.9, the share of a Master Assessment levied against a Neighborhood <br />Association shall be levied against the Units in the Neighborhood by the Neighborhood Board of <br />each Neighborhood in accordance with its Neighborhood Governing Documents. The Master <br />Common Expense obligations described in this Section 3.6 shall be automatically reallocated on <br />the same basis among the Neighborhood Associations as and if additional Units are added to a <br />Neighborhood and the Property. <br />3.7 Master Bylaws. The Master Association shall have Master Bylaws. The Master <br />Bylaws govern the operation and administration of the Master Association, subject to this Master <br />Declaration in the event of a conflict. The Master Bylaws are binding upon all Members, <br />Owners and Occupants, and their invitees, all secured parties and all other Persons holding or <br />acquiring any interest in the Property. <br />3.8 Master Board of Directors. The Master Association's affairs are administered and <br />managed by the Master Board, as provided in the Master Bylaws. Directors shall be elected, <br />serve and exercise their powers as provided in the Master Bylaws. <br />10 <br />2190398.v1 <br />