Article XII

Section 1. These By-Laws may be amended provided the amendment is mailed to all members of record at least ninety (90) days in advance at a regular or special meeting of the members, by a vote of a majority of a quorum of each class of members present in person or by proxy, provided that those provisions of these By-Laws be amended except as provided in the Articles of Association or by applicable law; and further provided that any matter stated herein to be or which is in fact governed by the Declaration of Covenants may not be amended except as provided in such Declaration.

Section 2. In the case of any conflict between the Articles of Association and these By-Laws, the Articles of Association shall control; and in the case of conflict between the Declaration of Covenants referred to in Section 1. and these By-Laws the Declaration of Covenants shall control.

Section 3. Notwithstanding the above, no amendments shall be made in these By-Laws in the first year of the Association's existence except by a two-thirds (2/3) majority of all eligible votes and the prior approval of the Department of Housing and Urban Development.