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restrictions set forth herein. Ownership of a Residential Lot shall be the sole qualification for membership. The Association shall own fee simple title to the Cul -de -sac Lots and the Detention Facility Lot and shall maintain such Lots and all other portions of the Common Area in accordance with this Declaration. 2.2 Governance. 201309264 a. Voting Rights. The Association shall have two classes of voting members, Class A Members and Class B Members, defined as follows: Class A - Class A members shall be all Owners of Residential Lots, with the exception of Declarant, and shall be entitled to one (1) vote for each Residential Lot owned. When more than one person holds an interest in a given Residential Lot, all such persons shall be members, and the votes of such Residential Lot shall be exercised as they may determine among themselves; provided, however, that in no event shall more than one (1) vote per Residential Lot be cast with respect to any Residential Lot owned by Class A members. Class B - The sole Class B member shall be Declarant, which shall be entitled to exercise ten (10) votes for each Residential Lot owned. The Class B membership shall cease and be converted to Class A membership when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership upon expiration of the Declarant Control Period. b. Quorum /Proxy. In order to ensure that a quorum is present for all meetings of the members, and to allow for orderly management of the Association's affairs, it shall be the duty of each member to attend such meetings or execute and deliver to the Association a continuing proxy prepared by the officers of the Association. This continuing proxy shall operate in lieu of the actual attendance at the meeting by the specific member and shall be void if the member personally attends that meeting to exercise the member's right to vote. A Residential Lot Owner may provide a superseding proxy to be voted by his duly authorized attorney in fact for one specific meeting only. The proxy shall be subject to the terms of the Nebraska Nonprofit Corporation Act concerning revocability and life span of the proxy. Failure to attend personally or by proxy is a violation of this covenant. The continuing proxy shall be voted by the President of the Association in his or her discretion at any meeting. The continuing proxy shall provide on its face that it is valid on a continuous basis for an indefinite period of time until revoked in writing by the specific Lot Owner. All proxies shall be in writing and filed with the Secretary of the Association. Each proxy shall be freely revocable and shall automatically cease when the member giving the proxy shall cease to be an Owner of a Residential Lot or at such earlier time as shall be specified in the proxy or by operation of law. 2.3 Assessments. Declarant hereby covenants for each Residential Lot, and each Owner of a Residential Lot is hereby deemed to covenant by acceptance of 4844- 8244- 9173.2 3