BY-LAWS OF THE LAKE LONGBOW HOMEOWNER'S ASSOCIATION (A Not For Profit Corporation) Revision Number I May 22, 1975 Revision Number II October 18, 1977 Revision Number III November 16, 1988 Revision Number IV May 11, 1994
- 2 - ARTICLE I Purposes The purposes of the corporation as stated in its Certificate of Incorporation are to promote good will and cooperation among the lot owners of the Lake Longbow Subdivision; to own, operate, conduct and maintain areas and other facilities for the purpose of providing for the members' entertainment, sport, recreation; to promote social and friendly interchange among the members of the subdivision; to promote safety in compliance with the law within the subdivision and to promulgate such conditions as it may lawfully impose in the form of prescribed rules and regulations to promote the quality of life within the subdivision; to maintain sewage connection lines, lake and other common properties and to do all other acts necessary, suitable and/or proper, authorized by law, for the accomplishment of the above purposes and for the advancement of legitimate interests of the members of the Association. This corporation is not authorized for the pecuniary profit of its directors, officers or members; and it shall be operated on a not for profit basis with no pecuniary benefit to any director, officer or member. Any balance of money remaining after the full payment of all liabilities upon the dissolution of the organization shall be distributed, devoted solely to charitable, educational and benevolent purposes within the meaning of Sec. 501 C-3 of the Internal Revenue Code. The corporation also has such powers as are now or may hereafter be granted by the General Not for Profit Corporation Act of the State of Illinois. ARTICLE II Offices The corporation shall have and continuously maintain in this State a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine. ARTICLE III Members Section 1 Classes of Members The corporation shall have one class of members. These members shall be lot owners of record numbered 1 through 90. Section 2 Qualifications of Membership Each lot in the subdivision (Borland's Lake Longbow) represents one membership, the rights of which membership shall be exercised by the owner thereof, notwithstanding any lot may be owned in co-ownership in any form.
- 3 - Section 3 Voting Rights Each lot in the subdivision represents one vote to be cast on each matter submitted to a vote of the members. Should co-owners of any lot be unable to agree as to which of them shall cast the vote for such lot, that lot shall be denied a vote while such disagreement exists. Contract purchasers of lots shall not vote except by proxy of the contract seller. Executors, Administrators, Guardians and Conservators of Estates and Trustees of Trusts shall cast the vote for any lot held in the Estate or Trust unless the Will or Trust instrument otherwise directs as to voting rights of the Estate or Trust. Section 4 Termination of Voting Rights Loss of voting rights shall occur as described in Article XI, Section 4 thereof. Section 5 Reinstatement of Voting Rights Payment of all unpaid dues, assessments or other charges shall automatically and immediately reinstate a terminated voting privilege. Section 1 Annual Meeting ARTICLE IV Meetings of Members An annual meeting of the lot owners shall be held on the first Wednesday of September, in each year beginning with the year 1975, at the hour of 7:00 p.m. for the purpose of electing directors and for the transaction of such other business as may come before the Association. The election of directors shall be held on the day designated herein for any annual meeting. If a quorum is not present, the Board of Directors shall reschedule the annual meeting within thirty (30) days after the scheduled annual meeting. Section 2 General Meeting The general meeting of the lot owners shall be held on the second Wednesday of May or June in each year beginning with the year 1976, at the hour of 7:00 p.m. for the purpose of planning summer activity and any other business as may come before the Association. Section 3 Special Meeting Special meetings of the members may be called either by the President, the Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.
- 4 - Section 4 Place of Meeting The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting may be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois, provided, however, that if all of the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 5 Notice of Meetings Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than seven (7) nor more than forty (40) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the united States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Section 6 Informal Action by Members Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Section 7 Quorum The members holding one-tenth (1/10) of the votes entitled to be cast presented in person or by proxy at any meeting shall constitute a quorum at such meeting. Section 8 Proxies At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney- infact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Section 9 Dues or Special Assessments Any action at any annual meeting, general meeting or special meeting of the lot owners of LLHA pertaining to dues or assessments shall be placed upon the agenda of said meeting pursuant to Article IV Section 5 above. The final vote as to any question regarding dues or assessments shall then not take place until another annual meeting, general meeting or special meeting following the annual meeting, general meeting, or special meeting for which the initial notice is given. The second meeting shall be specifically for the purpose of final discussion and vote upon any question or resolution pending regarding dues or assessments. The notice requirements of Section 5 above shall likewise apply to this second meeting.
- 5 - Section 1 General Powers ARTICLE V Board of Directors The affairs of the corporation shall be managed by its Board of Directors. Section 2 Number, Tenure and Qualifications The number of directors shall be seven (7). These directors shall be lot owners of record within said subdivision. Section 3 Division of Subdivision into Sections For purposes of electing directors of the corporation, the subdivision shall be divided into three sections as follows: A = B = C = Area bounded by lotline between lots 29 and 30, West Plank Road, Lake Longbow, and eastern extremity of subdivision. Consists of lots numbered 1 through 29. Area bounded by lotline between lots 29 and 30, West Plank Road, western extremity of subdivision, Mohawk Trail, lotline between lots 59, 60, 61, and Lake Longbow. Consists of lots numbered 30 through 33 and 60 through 83. Area bounded by lotline between lots 59, 60, 61, Mohawk Trail, western extremity of subdivision, West Farmington Road, eastern extremity of subdivision, and Lake Longbow. Consists of lots numbered 34 through 59 and 84 through 90. For visual display of sections in relation to entire subdivision, see Exhibit A. Section 4 Initial Election of Directors Seven (7) directors of the Board shall be elected on September 3, 1975. Each section shall elect two directors who reside in their respective sections, with the candidate receiving the greatest number of votes receiving a two-year term as Board member with each section. The unelected candidates from each section shall automatically be placed on the ballot for the election at-large, from which one director will be elected for a one-year term. Section 5 Election of Directors Commencing with the annual meeting in the year 1988, and every even numbered year thereafter, the four director positions then up for election shall be elected at large to serve two year terms. Commencing with the annual meeting of 1989 and every odd numbered year thereafter, the three director positions then up for election shall be elected to serve a two year term.
- 6 - Section 6 Regular Meetings A regular meeting of the Board of Directors shall be held without other notice than this By-Law monthly. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois. Section 7 Special Meetings Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them. Section 8 Notice Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice by given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting the the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws. Section 9 Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 10 Manner of Acting The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these By-Laws. Section 11 Vacancies Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. It it be the board member elected at large, then he shall be replaced based on the judgment of the Board of Directors. ARTICLE VI
- 7 - Section 1 Officers Officers The officers of the corporation shall consist of board members who have been elected for the offices of a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may appoint such other officers as it shall deem desirable. Any two (2) or more offices may be held by the same person except the offices of President and Secretary. Section 2 Election and Term of Office Two officers of the corporation shall be elected annually by the Board of Directors at the scheduled meeting in the second week of September. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be done. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. Section 3 Removal Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4 Vacancies A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5 President The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6 Vice-President In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned
- 8 - to him by the President or by the Board of Directors. The Vice-President shall be chairman of the Operational and Maintenance Committee of the sewage disposal lines. Section 7 Treasurer The Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. This expense of bonding shall be paid by the corporation. He shall have charge and custody of and be responsible for all funds and securities for the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and, in general, perform all the duties incident to the office of treasurer and such other duties as, from time to time, may be assigned to him by the President or by the Board of Directors. The Treasurer shall be chairman of the Finance Committee. Section 8 Secretary The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for the purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each lot owner of record which shall be furnished to the Secretary by such lot owner; and in general perform all duties incident to the office of Secretary and such other duties as, from time to time, may be assigned to him by the President or by the Board of Directors. A newsletter will be issued as necessary. Section 1 Committees of Directors ARTICLE VII Committees The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two (2) or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law. Section 2 Other Committees Other committees not having and exercising the authority of the Board of Directors is the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the Board of Directors of the
- 9 - corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the corporation shall be served by such removal. Section 3 Term of Office Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until has successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Section 4 Chairman One member of each committee shall be appointed chairman by the Board of Directors unless otherwise specified by these By-Laws. Section 5 Vacancies Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 6 Quorum Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 7 Rules Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors. Section 8 Standing committees The standing committee members shall be appointed annually by the Board of Directors at the scheduled meeting in the second week of September. These committees shall function for the duration of the corporation. They shall be as follows: A. Finance Committee This committee shall consist of the Treasurer of the corporation and three (3) members appointed by the Board of Directors. Basic Duties: 1. Conduct an annual audit of all books of record and file a typewritten report for permanent record.
- 10-2. To determine any assessments to be charged to each lot owner of record and present this determined assessment to the Board of Directors for its approval. Also to meet no less than four (4) times a year or more to assess the financial status of the corporation. 3. To conduct the planning and forecasting of future expenses for a two (2) year period. 4. To perform any other duties as may be assigned to them by the Board of Directors. B. Operation and Maintenance Committee of the Sewage Disposal Plant This committee shall consist of the Vice-President of the corporation and three (3) members appointed by the Board of Directors. Basic Duties: 1. Keeping sewage disposal lines operational and functional at all times. 2. To perform any other duties as may be assigned to them by the Board of Directors. C. Lake Maintenance Committee This committee shall consist of one (1) board member as chairman and three (3) members appointed by the Board of Directors. Basic Duties: 1. Planning future maintenance and improvements to said Lake Longbow. 2. Seeing that maintenance and improvements have been conducted as desired by the Lake Longbow Homeowner's Association. 3. To perform any other duties as may be assigned to them by the Board of Directors. D. Nomination Committee This committee shall consist of three (3) members other than board members. They shall be nominated and elected at the Lake Longbow Homeowner's Association general meeting in the month of May of June. Basic Duties: 1. To nominate willing and responsible lot owners to serve as board members. 2. Prepare a ballot with the nominees for the annual
- 11 - election held in the first week in September, and conduct the actual election. 3. To perform any other duties as may be assigned to them by the Lake Longbow Homeowner's Association. Section 1 ARTICLE VIII Contracts, Checks, Deposits and Funds Contracts The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Final approval of any such contract is reserved to the Board of Directors. Section 2 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice-President of the corporation. The Board of Directors shall have the power to spend funds necessary for normal monthly operating expenses for said sewage disposal lines, and outlots A, B and C. This amount to be determined on an annual basis by both the Operation and Maintenance Committee and the Finance Committee. The Board of Directors must obtain approval from Lake Longbow Homeowner's Association for capital improvements, additions and other expenditures in excess of normal monthly operation cost. Section 3 Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select. Section 4 Gifts The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
- 12 - ARTICLE IX Books and Records The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. ARTICLE X Fiscal Year The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. Section 1 ARTICLE XI Dues and Assessments Operational and Maintenance Assessments for Said Sewage Disposal Plant The Board of Directors may determine from time to time the annual dues and assessments in keeping with provision of the Declaration of Restrictions for Borland's Lake Longbow Subdivision as appears of record in the Recorder's Office, Peoria County, Illinois. Section 2 Annual Dues Annual dues of $25.00 per year, per lot shall be levied for any miscellaneous expense. These expenses are to be determined by the Lake Longbow Homeowner's Association. The Board of Directors may spend only a maximum of $150.00 for petty cash expenses without Lake Longbow Homeowner's Association approval. These dues may be changed only by a majority vote of voters present at any special or annual meeting of the Lake Longbow Homeowner's Association. Notice of such a change must be mailed to each lot owner of the proposed change of dues indicating the time and place of the meeting. These annual dues shall be billed on March 1 of each year and due and payable on or before April 1. Section 3 Multiple Lot Owners Owners of multiple lots shall be legally responsible for annual dues imposed by the Board of Directors on a minimum of one lot. The owner of multiple lots may choose to pay for only one lot he owes dues on. However he loses all voting rights on the lots he did not pay any dues. In order for him to regain his voting rights he must pay all current dues plus past dues.
- 13 - Section 4 Default and Termination of Voting Rights When the dues, assessments or charges lawfully imposed by the Board of Directors shall be in default in payment for a period of ninety (90) days for any lot so in default, all voting rights granted on behalf of said lot shall be automatically terminated. ARTICLE XII Seal The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal. Illinois." An imprint of said seal follows: ARTICLE XIII Waiver of Notice Whenever any notice whatever is required to be given under the provisions of the General Not for Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIV Amendments to By-Laws These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the members of the Lake Longbow Homeowner's Association present at a special meeting, provide that at least five days' written notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting. ARTICLE XV Association Properties Forthwith upon organization of the first Board of Directors there shall be conveyed by appropriate instrument of conveyance to this Association from the owners thereof, those properties designated as out-lots A, B and C on the Declaration of Restrictions of Borland's Lake Longbow Subdivision, Peoria County, Illinois; and thereafter the ownership, operation and maintenance of said properties shall be and repose in this Association.
- 14 - By-Laws adopted by action of the Board of Directors September 25, 1968 ATTEST: /s/ Harold R. Borland President /s/ John W. Borland Secretary The official By-Laws have been changed and noted as "Revision Number I" by action of the Board of Directors May 22, 1975. ATTEST: /s/ David H. Culler III President Secretary The official By-Laws have been changed and noted as "Revision Number II" by action of the Board of Directors October 18, 1977. The official By-Laws have been changed and noted as "Revision Number III" by action of the Board of Directors November 16, 1988. The official By-Laws have been changed and noted as "Revision Number IV" by action of the Board of Directors May 11, 1994.