STATE OF LOUISIANA

PARISH OF ST. TAMMANY

RESOLUTION OF THE SHAREHOLDERS OF

FONTAINEBLEAU PROPERTY OWNERS ASSOCIATION, INC.

TO AMEND IT’S BY-LAWS

WHEREAS, Article 2 of the By-Laws of Fontainebleau Property Owners Association, Inc. (hereafter “Corporation”) presently requires a quorum of Fifty-One Percent (51%) of those members entitled to vote be present at any meeting; and

WHEREAS, the present quorum requirement in the Corporation’s By-Laws have, at times, not been met despite proper notice to the shareholders, requiring that a subsequent meetingthen be noticed and held in order for the Corporation to conduct business consistent with Title 12 of the Louisiana Revised Statutes as it applies to the Corporation; and

WHEREAS, the Corporation’s duly elected Board of Directors have requested that a Resolution be proposed to the Corporation’s Shareholders to amend the Corporation’s By-Laws to reduce the present quorum required to conduct any meeting from Fifty-One Percent (51%) to Thirty-Three Percent (33%). Therefore:

BE IT RESOLVED, that Article 2, Paragraph 4 of the Corporation’s By-Laws is hereby amended to read:

“A quorum of a membership meeting shall consist of persons (or proxy) entitled to cast Thirty-Three Percent (33%) of the members’ vote of the corporation.”

CERTIFICATE

The undersigned hereby certifies that she is Secretary of Fontainebleau Property Owners Association, Inc. (the "Corporation"), and thathe has reviewed the records of the Corporation, and has satisfied herself that a copy of this Resolution, as stated hereinabove,and notice of a meeting on the _24th_day of _May__ 2011 at __7:00___ p.m. was mailed to each lot owner within Fontainebleau Subdivision, Mandeville Louisiana at the address on the books of the Corporation, that more than ten (10) days thereafter passed and that a majority of the lot owners voted in favor of said resolution, either in person or by proxy, at this meeting on the __24th__ day of ____May__2011 and that said Resolution has not been subsequently revoked or otherwise modified.

Date:______

______

Print: ______

Secretary of Fontainebleau

Property Owners Association, Inc.

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ST. TAMMANY

BE IT KNOWN, that on ___24th__day of _____May__2011, before me, ______, Notary Public, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, personally came and appeared ______, Secretary, to me known to be the person who executed the above and foregoing RESOLUTION OF THE SHAREHOLDERS OFFONTAINEBLEAU PROPERTY OWNERS ASSOCIATION, INC.TO AMEND IT’S BY-LAWS, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that she executed the above and foregoing Resolution of herown free will, as herown act and deed, for the uses, purposes, and benefits therein expressed.

WITNESSES:

______

Print: ______

Secretary of Fontainebleau

Property Owners Association, Inc.

______

Notary Public:

______

Print: ______

Bar Roll Number/ Notary ID.