BY-LAWS OF LONGACRES HOMEOWNER'S ASSOCIATION, INC. A NOT FOR PROFIT CORPORATION ARTICLE I NAME

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1 BY-LAWS OF LONGACRES HOMEOWNER'S ASSOCIATION, INC. A NOT FOR PROFIT CORPORATION ARTICLE I NAME Section 1, The name of the Association shall be Longacres Homeowners' Association, Inc., a general not for profit corporation. ARTICLE II PURPOSE Section 1. The prime purposes of this Association are as follows: (A) to provide for the maintenance, upkeep, operation, improvement and building of roads within Longacres Subdivision and First Addition to Longacres Subdivision, a development in Camden County, Missouri; (B) to provide for the installation, maintenance, upkeep, operation and improvement of a water supply system within the development; (C) to borrow, or raise money for any purpose of the Association and to secure the same and the interest accruing on a loan, indebtedness, or obligation of the Association; (D) to do any and all of the things hereinabove enumerated above, for its own account, or for the account of others as the agent for others, or in association with others by or through others; (E) in general carryon the other business in connection with each and all of the foregoing or incidental thereto, and to do all things not forbidden by the State of Missouri and with all the powers and privileges now or hereinafter conferred upon association of this kind by the laws of the State of Missouri. ARTICLE III MEMBERSHIP Section 1. Members of this Association shall be those persons who own a lot or tract within Longacres Subdivision or the First Addition to Longacres Subdivision who are current in the payment of assessments as established by the Board of Directors and who have otherwise complied with all rules and regulations established by the Board of Directors. At all corporation meetings each owner shall be entitled to one vote regardless of the numbers of lots he owns. Furthermore, there will be only one membership vote per owner, regardless of the number of persons having an ownership interest in a lot or lots or the manner in which title is held by them. The voting member/owner shall be designated in writing at the request of the corporation. Section 2. At all corporation meetings each owner shall be entitled to one vote on any matter brought before the meeting regardless of the number of lots he owns. Section 3. Upon the sale or transfer in any manner of ownership of a lot or tract in Longacres Subdivision or the First Addition of Longacres Subdivision, the new owner will automatically become a member of the Association, contingent upon his continuing to pay assessments as hereinafter set forth and to comply with rules and regulations established by the Board of Directors.

2 ARTICLE IV BOARD OF DIRECTORS Section 1. The business of the corporation shall be managed and be controlled by a Board of Directors consisting of six (6) persons who are members of the corporation. The terms of office for the Board of Directors shall be three years, provided however, that the first Board of Directors named in the Articles of Incorporation shall serve only until. the first annual membership meeting of the corporation and at that meeting a Board of Directors of six (6) members will be elected by the corporation membership with two (2) directors being elected to a term of one year; two (2) directors being elected to a term of two years; and three (3) two directors being elected to a term of three years. Thereafter, at each annual meeting of the corporation, two members of the Board of Directors shall be elected for terms of three years each to replace the outgoing members of the Board of Directors upon expiration of the terms of office of said outgoing members. Members of the Boardof Directors may serve for an unlimited number of terms. Section 2. In the event that a replacement election for an outgoing members of the Board of Directors has not been held at the designated expiration date of the directors term, the director shall remain a memb er of the Board of Directors until a replacement can be elected at a duly convened meeting of the members of the corporation. Section 3. In case of a vacancy on the Board of Directors which occurs for any reason other than the ordinary expiration of a term of office, remaining directors by a majority vote shall elect a successor to hold office until the next annual meeting of the members of the corporation. Section 4. The regular meeting of the Board of Directors shall be held following each annual meeting of the members and special meetings of the Board of Directors shall be held whenever called by the president or member of the Board of Directors. The secretary or the president shall give notice of any special meeting by mailing a notice at the time and place of such meeting at least fifteen days prior to such meeting date. If all the directors waive notice of a special meeting, no notice of such meeting shall be required. Section 5. The majority of the directors shall constitute a quorum for the transaction of business, but if any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until there is a quorum. Section 6. At the meeting of the Board of Directors, the president shall preside or in his absence the vicepresident and in the absence of both the directors shall elect a presiding officer for such meeting. Section 7. Powers of Board of Directors shall be as follows: a. To appoint and at their discretion remove or suspend employees, agents, and servants of the corporation for purposes of carrying out the object and purposes of the corporation. b. To determine who shall be authorized to sign for and on behalf of the corporation checks, receipts, endorsements, contracts and other documents, and open Bank Deposit Accounts at a Federal Insured Depository Institution. c. From time to time to provide for the management of the affairs of the corporation in such manner as they deem fit and in accordance with the wishes of the members of the corporation as determined at the annual or in a special meeting of the membership; to provide for the carrying out of the purposes of the corporation for the maintenance, upkeep, operation and improvements of said development and for the purposes of the corporation as set forth in the Articles of Incorporation and above;

3 d. To carry out such authority as is further granted to them by the members of the corporation specifically authorized at a duly convened membership meeting. e. The board of Directors is authorized to assess and collect during each year from the membership of the corporation sums of money sufficient for the operation and carrying out of the purposes of the corporation. Said assessment shall be as follows: 1. The Board of Directors shall assess any property owner that belongs to the Association in amounts to be determined by a majority vote of the Board of Directors. Except, if recommendation is above 20% increase from current dues, it shall require two-thirds affirmative vote of the membership in good standing. The annual assessment provided for herein may be payable in such manner as the Board of Directors prescribed, but if any property owner be delinquent in paying any such installment assessed by the Board of Directors more than thirty days after written notice that the payment is due, the Board of Directors, may, at its discretion, disconnect and/or discontinue any other services being rendered to the property owner and said delinquent property owner will be entitled to reinstatement upon payment of all delinquent balances owed by said property owner and the expense of reconnecting shall be that of the delinquent property owner. 2. Revenue from sources other than those fixed in this Article may be raised as determined by a majority of the Board of Directors, including but not limited to the setting of dues for non-members who utilize the roadway and/or water system. 3. All funds shall be managed by the treasurer with the approval of the Board of Directors, with annual report of receipt and expenditures to be presented at annual meeting for period June 1 to May 31 each year. 4. In the event a special assessment is determined to be required for maintenance, upkeep, repairs, and replacement of the roadway and/or water system, in an amount to be determined by the Board of Directors, it shall require a two-thirds affirmative vote from the membership in good standing. f. The Board of Directors is authorized to borrow monies for the conduct of the business of the corporation in an amount not to exceed $5,000. Any borrowings above $5,000 shall require a two-thirds affirmative vote of the membership ill good standing. ARTICLE V OFFICERS Section 1. The officers of the Board of Directors shall consist of the president, vice-president, secretary and treasurer. The same individual may hold the office of President and Treasurer; and the same individual may hold the office of Vice-President and Secretary. Section 2. The offices of President and Vice-President shall be elected by the Board of Directors from among its own members for a term of one year or until a successor to each office is elected. Persons elected to the offices of Treasurer and Secretary may, but need not be, members of the Board of Directors, but if they are not members of the Board of Directors, must be members of the corporation. The annual election of officers of the Board of Directors shall be conducted at the annual meeting of the Board of Directors. Section 3. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of the majority of the entire Board of Directors. ARTICLE VI PRESIDENT

4 Section I. The president shall be the chief executive officer of the corporation and subject to control of the Board of Directors. He shall have general charge of the business of the corporation and shall preside at all meetings of the Board of Directors when present. He shall see that all resolutions and orders of the Board of Directors are carried into effect and shall execute all contracts and agreements authorized by the Board of Directors. Section 2. The president shall submit a report of the operation of the corporation for the fiscal year to the directors at their first annual meeting and to the members at their annual meeting. ARTICLE VII VICE-PRESIDENT Section I. In the absence or disability of the president, the vice-president shall have all powers and shall be subject to all the duties of the president so long as such absence or disability of the president continues. A vice-president also shall have such duties as may be conferred upon him from time to time by the Board of Directors. ARTICLE VIII SECRETARY Section I. The secretary shall keep the minutes of all meetings of the Board of Directors and of all meetings of the membership. He shall attend to the giving and serving of all notices of the corporation. ARTICLE XI TREA SURER Section I. The treasurer shall have the right to issue checks on the account of the corporation and the treasurer shall keep books of account as to monies paid to the corporation and shall give statement of account of the corporation at the annual meeting of the membership of the corporation. ARTICLE X MEETINGS OF THE MEMBERSHIP Section 1. There shall be an annual meeting of the membership of the corporation during the month of June, specific date to be set by the Board of Directors, each year for the purpose of electing directors and for the transaction of other business as may be brought before said meeting. The meeting place shall be as agreed upon by a majority of the Board of Directors. Section 2. It shall be the duty of the secretary of the Board of Directors to cause a notice of each annual meeting to be given to each corporation member by mailing a notice to the home post office address of each member as shown by the records of the corporation at least fifteen days prior to any annual meeting which shall give the hour and place of the meeting. Nominations to Board may be made by written notice prior to annual meeting. Such notice shall be mailed to secretary. Section 3. Special meetings of the corporation membership may be held from time to time whenever called by the president of the Board of Directors of by a majority of the Board of Directors. A special membership meeting shall be called at any time by the president or vice-president upon the written request or petition of one-third or mo re of the corporation members. Notice of any special meeting indicating briefly the object or

5 objects thereof shall be given by the secretary to each and every member in the same manner as provided for the giving of notice of each annual meeting. ARTICLE XI CORPORATION MEMBERSHIP MEETING Section 1. The president of the Board of Directors and in his absence the vice-president or any director of the corporation may call a meeting of the corporation membership to order. A chairman and secretary of each meeting shall be elected to conduct the business then before the members. At all corporation meetings each property owner shall be entitled to one vote regardless of how many lots he owns and that vote may be in person or by proxy subscribed to by the lot owner. Only members in good standing may vote at corporation meetings. A member in good standing is one who is not delinquent in the payment of assessments as established by the Board of Directors. Section 2. The quorum for all meetings of the membership shall be a number equal to one-half of the owners who are members in Good Standing in Longacres Subdivision and the First Addition to Longacres Subdivision plus one as shown on the records of the Secretary of the corporation. Owners may be present for the purpose of establishing a quorum either in person or by proxy. ARTICLE XII FISCAL YEAR Section 1. The fiscal year in the business of this corporation shall be on a calendar year basis unless changed by a majority of the Board of Directors. ARTICLE XIII BY-LAWS OF THE CORPORATION Section 1. These By-Laws shall be effective upon their adoption by a majority vote of the Board of Directors at a duly convened meeting. Section 2. These By-Laws may be altered, amended and rescinded by a vote of the majority of the members in good standing present at such meeting when amendment, alteration and rescission is proposed and prior notice given. ARTICLE XIV COMPENSATION Section 1. No director or officer shall receive compensation for any services rendered, provided that each shall be reimbursed for his actual expenses; provided such reimbursement is approved by a majority of the Board of Directors. The above By-Laws were adopted by the Board of Directors this day of, 1994.