By-Laws of The Penncross Knoll Home Owners Association

Purposes

The purposes of the Penncross Home Owners Association (the “Association”)are stated in its Articles of Incorporation. The Association 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.

Offices

The Association 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 lllinois as the Board of Directors of the Association (the “Board”) may from time to time determine.

Meetings of Members

Section 1: Annual Meeting

The First Annual Membership Meeting shall be held on such date as is fixed by the Board, which date, known as the “Transition Event”, shall in no event be later than sixty (60) days after seventy-five percent (75%) of the Lots are sold, or three (3) years from the date the Declaration is recorded in the office of the Recorder of Deeds of Will County, Illinois, whichever is earlier. Thereafter, an annual meeting of this Membership shall be held on the first Tuesday of October in each year for the purpose of electing Directors (subject to the provisions of Article V of these By-Laws) and for the transaction of such other business as may come before the meeting. If such day is a legal holiday, the meeting shall be held on the next succeeding business day. If the annual meeting shall not be held on that day designated herein for any annual meeting, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the Members called as soon thereafter as conveniently may be.

Section 2: Special Meeting

Special meetings of the Members may be called by the President or by the Board or by the voting Members having, in the aggregate, not less than ten per cent (10%) of the total votes of the Home Owners Association, the notice for which shall specify the matters to be considered at such special meeting.

Section 3: Place and Time of Meeting

All meetings of the Members shall take place at 7:00 p.m., in some section of the Property designated by the person or persons calling the meeting, or at such other reasonable place or time designation by the person or persons calling the meeting.

Section 4: Notice of Meeting

Written or printed notice stating the place, day an hour of any meeting of Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not more than thirty (30) 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. If mailed, the notice of a meeting shall be deeded delivered one (1) day after his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5: Quorum

The Members holding 20% of the total votes of the Home Owners Association shall constitute a quorum at such meeting, provided that if an insufficient number of Members are at the meeting may adjourn the meeting from time to time without further notice.

Section 6: 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-in-fact.

Board of Directors

Section 1: General Powers

The affairs of the Association shall be managed by its Board. Except as expressly provided to the contrary in the Declaration or in the By-laws, all of the rights, powers, options, duties and responsibilities of the Association shall be performed by the Board, provided the Board may delegate specific power and responsibilities to committees composed of less than all members  of the board established by resolution of the Board.

Section 2: Specific Powers
  1. Subject to the duties, responsibilities and restrictions imposed by the Declaration, the Board,  on behalf  of the Association, shall have the power without the approval of the Lot Owners or Members:
    • To engage the services of a manager of managing  agent, who may be any person, firm or corporation including the Owner or a related Person (both as defined in the Declaration), upon such terms and compensation as the Board deems fit, and to remove such manager or managing agent at any time, in accordance with the terms of any management agreement executed from time to time by the Board:
    • To engage the services of any persons (including but not limited to accountants and attorneys) deemed necessary by the Board at such compensation as the Board deems reasonable, for the operation, repair, maintenance and management of the Development Tract, including the specific areas referenced in Article IV, Section 4 of the Declaration (as defined in the Declaration) and to carry on the business of the Association, and to remove, at any time, any such personnel;
    • To establish and maintain one or more bank accounts or other depositary arrangements for the deposit of any funds paid to, or received by, the Association;
    • To borrow funds to pay for capital improvements and the costs of operation or to meet its obligations within the guidelines and restrictions stated in Article IV, Section 2 of the Declaration;
    • To enter into contracts and, generally to have  all  powers necessary or incidental to the operation and management of the Association and the Development Tract, or as may be appropriate to carry out all functions authorized to the Association hereunder;
    • To protect the Development Tract from loss or damage by suit or otherwise and to provide adequate reserves for contingencies and replacements;
    • To adopt reasonable rules and regulations to effectuate the purposes, powers and restrictions  of the Association stated in the Declaration and for the operation and use of the Development Tract and to amend such rules and regulations from time to time;
    • To purchase, own , lease , sell or otherwise deal in and  with tangibles, intangibles, personality or real estate in furtherance of its duties and functions;
    • To do all other acts to be done by the Association in furtherance of this Declaration and the By-Laws excepted in such cases where approval of the Lot Owner of Members is specifically required.
  2. The Association  shall provide or cause to be provided,  and paid for, in addition to the manager, managing agent or other personnel and/or services and materials above provided for, the following:
    • Such insurance as the Board is required and permitted to obtain pursuant to the terms of the Declaration; and
    • Any other materials, supplies, equipment, furnishings, labor, services, maintenance, repairs and replacements, decorating, cleaning, tuckpointing, structural alterations, landscaping, and snow and ice removal, that the Board deems proper for the maintenance  and operation of the  Common Area, including all work required by all applicable laws. All work shall be performed in accordance with all applicable law.
Section 3: Number, Tenure & Qualifications
  1. Until the date of the first Annual Membership Meeting as hereinabove provided, the number of Directors shall be three (3), who shall be the Directors named in the Articles of Incorporation . At the first Annual Membership Meeting, Members shall elect five (5) Directors. Three (3) of the five (5) Directors will serve for a period of two (2) years; two (2) Directors shall serve for a period of one (1) year. Thereafter, Members shall elect Directors for a term of two (2) years.
  2. Each Director shall hold office without compensation.
  3. After the occurrence of the Transition Event, only a Member of the Association may be a Director of the Association. In the event that a Member is a corporation,  partnership, trust or other legal entity other than a natural person or persons, then any shareholder, officer, or director of such corporation , partner of such partnership, beneficiary or individual trustee of such trusts, or manager of such other  legal entity, may be eligible to serve as a Director. If any such  shareholder,  partner, beneficiary, trustee, or manager is in turn a corporation, partnership , trust, or other legal entity, then any shareholder, officer, or director of such corporation or partner of such partnership,  beneficiary  or  individual trustee of such trust, or manager of such other legal  entity,  may  be eligible to serve as a Director.
  4. At each Annual Membership Meeting, the Members shall, by a vote of a majority of the Members present at such meeting to,  elect  the entire Board of Directors for forthcoming year.
Section 4: Regular Meetings

A regular annual meeting of the Board shall be held without further notice other than this By-Law, immediately after, and at the same place as, the annual meeting of Members. The Board may provide by regulations that the Board may from time to time, adopt , the time and place for the holding of additional regular meetings on the Board without other notice than such regulation. All Members shall have the right to attend all regular meetings, but shall not have the right to participate therein.

Section 5: Special Meetings

Special meetings  of the Board may be called by or at the request of the President or on the motion in writing of a majority of Directors.   The person or persons  authorized to call special meetings of the Board may fix any reasonable place and time as the place and time for holding  any special meeting of the Board called by them. All Members shall have the right to attend all special meetings, but shall not have the right to participate therein.

Section 6: Notice

Notice of any special meeting  of the Board shall be given at least two (2) days prior to the date of such meeting by written notice delivered personally or sent by mail to each Director and to each Member. If mailed, such notice shall be deemed to be delivered  one (1) day  after it is deposited  in the United States mail addressed to the Director or Member at his or its address as it appears on the records of the Association with postage thereon prepaid.  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 to the transaction of any business  because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

In the event that a Special Meeting of the Board is called to deal with any matter, for which a delay of three days to comply with the Notice requirements herein contained might result in damage to property or injury to any person, then the notice provisions herein contained shall be deemed waived if every Director receives actual notice of such meeting and a good faith effort is made to give every Member actual notice.

Section 7: Quorum

A majority of the 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 a adjourn the meeting from time to time without further notice.

Section 8: Manner of Acting

The act of a majority  of the Directors present at a meeting at which a quorum is present shall by the act of the Board, unless otherwise provided by law or by these By-Laws.

Section 9: Vacancies

Any vacancy  occurring in the Board shall be filled by the majority vote of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10: Removal

From and after the date of the first Annual Membership Meeting to occur after  a Transition Event, any Director may be removed from office by the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of all the Members at a special meeting called for such purpose.

Section 11: Adoption of Rules & Regulations

All rules  and regulations or amendments thereto, adopted by the Board shall be effective upon their adoption, provided that the Members may at any time , after the occurrence of the Transition  Event, revoke the rule or regulation  at a special meeting of the Members called for such purpose, by a vote of seventy-five percent (75%)  of all the Members  of the Association.

Officers

Section 1: Officers

The officers of the corporation shall be a President, one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer and a Secretary.

Section 2: Election and Term of Office

The officers of the corporation shall be elected annually by the Board at the regular annual meeting of the Board, from among the members  of the Board.  If the election  of officers  shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.   Vacancies  may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3: Removal

Any officer elected by the Board may be removed as an officer (but not as a Director) by a majority vote of the Board.

Section 4: Vacancies

A vacancy in any office because  of  death resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 5: President

The President shall be the principal executive officer of the Association and shall, in general , supervise  and control  all of the business and affairs of the Association. The President shall preside at all  meetings  of  the Members and of the Board. The President may sign, with the Secretary or any other proper officer of the Association authorized by the Board, any amendments to these By­ laws or the Declaration, deeds, mortgages, contracts or other instruments  which the Board has authorized the officers to execute; and, in general, shall perform all duties incident  to the office of President  an such other duties as may be prescribed by the Board 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 (or in the event there shall be more than one (1) Vice President, the Vice Presidents , in the order of their election) 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.  Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board.

Section 7: Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any  source  whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies  or other depositaries  as shall be selected in accordance  with the provisions of ARTICLE VII 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.

Section 8: Secretary

The Secretary shall keep the  minutes  of  the meetings of the Members and of the Board 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  of the Association ; 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 the Secretary by the President or by the Board.

Contracts, Checks, Deposits & Funds

Section 1: Contract

The Board may authorize  any officer or officers, agent or agents of the Association, 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.

Section 2: Check, 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 Association and in such manner  as shall from time to time  be determined  by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President of the Association.

Section 3: Deposits

All funds of the Association shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board may select.

Section 4: Gifts

The Board may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes  or for any special purpose of the Association.

Books & Records

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board and committees having any of the authority  of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote and all mortgagees who have registered with the Association . Books and records of the Association may be inspected by any Member, or his agent or attorney for any proper purpose at any reasonable time. Upon ten (10) days’ notice to the Association, and the payment of a reasonable fee fixed by the Association not to exceed Fifteen Dollars ($15.00), any Member shall be furnished a statement of his account setting forth the amount of any unpaid assessments or other charges due and owing from such Member, signed by a duly authorized officer of the Association.

Fiscal Year

The fiscal year of the Association shall be fixed by resolution of the Board.

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the General Not-For-Profit Corporate Act of Illinois or under the provisions of the Articles of Incorporation or By-Laws  or the Association , or the Declaration, a wavier thereof in writing signed by the person or persons entitled to such notice, whether  before  or after the time started therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver, except where such person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Amendment to By-Laws

These By-Laws, except this ARTICLE XII and ARTICLE XV, may be altered, amended or repealed and new By-Laws may be adopted by the affirmative vote of thirty percent (30%) of all of the Members,  at a regular  meeting or at any  special meeting. This ARTICLE XII and ARTICLE XV may be amended only by an instrument in writing setting forth such amendment,  signed and acknowledged by the duly authorized officers of the Association,  all of the Members of the Association  and all mortgagees  having bona fide liens of record against any Lot.

Termination of the Association

In the event of the abrogation of the Declaration, either pursuant to its terms or otherwise, all of the Common Area and all other property of the  Association  shall continue to be held by the Association for the benefit of each of the Members in the ratio of their respective Percentage Interests. The Association shall, however, liquidate or distribute  such property within two years from the date of the recording of the instrument of abrogation. After payment of all obligations of the Association and all expenses of liquidation, the cash proceeds of such liquidation, all other cash held by the Association and all property which has not been liquidated shall be distributed to the Members in proportion  to their respective Percentage  Interests.   Any real property being distributed in liquidation shall be transferred to all of the Members as tenants in common, with each Member having an undivided interest in such property equal to such  Member’s Percentage Interest. Upon distribution of all property, the Association shall be dissolved.

Indemnification

The Association shall indemnify any person who was or is a party, or  is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,  whether civil, criminal,  administrative or investigative  (other than an action by or in the right of the Association) by reason of the fact that he is or was a member of the Board or officer of the Association, against expenses (including attorneys’ fees), judgments,  fines and amounts paid in settlement  actually and reasonably  incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination or any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent , shall not, or itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Association,  and, with respect to any criminal action of proceeding, had reasonable cause to believe that his conduct was unlawful.

The Association may indemnify any person who as or is a party, or is threatened to be made a party to any threatened,  pending or completed action or suit by or in the right of the Association to procure a judgment  in its favor by reason of the fact that he is or was a member of the Board or an officer of the Association against  expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association and except  that no indemnification shall be made in respect of any claim, issue or matter  as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association.

To the extent that a member of the Board of officer of the Association has been successful, on the merits or otherwise, in the defense of any action , suit or proceeding referred to in the foregoing two paragraphs, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith .

Any indemnification under the first two paragraphs  of this Article  shall be made by the Association only as authorized in the specific case , upon a determination that indemnification of the member of the Board or officer of the Association is proper in the circumstances  because he has met the applicable standard of conduct set forth in the first two paragraphs  of this Article.  Such determination  shall be made (1) by the Board by a majority vote of a quorum consisting of members of the Board who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by  independent  legal counsel in a written opinion, or (3) by a majority of the Members of the Association.

Construction

  1. Nothing hereinabove contained shall in any way be construed as altering, amending or modifying the Declaration. The Declaration  and these  By-Laws  shall always be construed to further the harmonious, beneficial, cooperative and proper use and conduct of the Property. If there is any inconsistency or conflict between these By­ laws and the aforesaid Declaration, the provisions of the Declaration shall control.
  2. All words and terms used herein which are also used in the Declaration shall have the same meaning as provided for such words and terms in the Declaration.