Section 2.05. Classes of Membership. The Association shall have two (2) classes of voting Membership.

Class A. Class A Members shall be all Unit Owners with the exception of Grantor for so long as there exist a Class B Membership. Class A Members shall each be entitled to one (1) vote for each Condominium owned by such Class A Member. Grantor shall become a Class A Member with regard to Condominium owned by Grantor upon conversion of Grantor's Class A Membership as provided below. When more than one (1) Person holds such interest in any Condominium, all such Persons shall be Members. The vote of such Condominium shall be exercised as they among themselves determine in accordance with Section 2.06 of this Article II of this Declaration, but in no event shall more than one (1) Class A vote be cast with respect to any Condominium.

Class B. The Class B Member shall be Grantor, and Grantor shall be entitled to three (3) votes for each Condominium owned by Grantor. The Class B Membership shall cease and be converted to Class A Membership on the happening of the earliest to occur of the following events :

1. When the total votes outstanding in the Class A Membership equal the total votes outstanding in the Class B Membership; or
2. The second anniversary of the original issuance of the moat recently issued Final Subdivision Public Report for a Phase of Development; or
3. The fourth anniversary of the original issuance of the Final Subdivision Public Report for Phase 1.

All voting rights shall be subject to the restrictions and limitations provided in this Declaration and in the Articles and By-Laws of the Association. As long as there exists a Class B membership, any provision of this Declaration, the Articles or By-Laws which expressly requires a vote or witten consent of a specified percentage of the voting power of the Association before being undertaken shall require the approval of such specified percentage of the voting power of each class of membership. Upon termination of the Class B membership, any provision of this Declaration, the Articles or By-Laws which expressly requires a vote or written consent of Owners representing a specified percentage of the voting power of each class of Members shall then require the vote or written consent of Owners representing such specified percentage of both the total voting power of the Association and the voting power of the Association residing in Owners other than Grantor.