Amended 2005

COUNTRYSIDE LAKE ASSOCIATION

BY-LAWS

ADOPTED JUNE 30, 1981

Amended March 15, 1982

Amended March 31, 1983

Amended October 15, 1984

Amended October 15, 1990

Amended October 19, 1992

Amended October 21, 2002

Amended March 21, 2005

CONTENTS

ARTICLE I

Purpose of Association: Definitions.................................................... 3

ARTICLE II

Qualifications, Responsibilities of Members....................................... 3

ARTICLE III

Dues, Parcel Transfer Fees, Assessments............................................ 4

ARTICLE IV

Penalties for Nonpayment.................................................................... 4

ARTICLE V

Membership Meetings and Board Elections........................................ 5

ARTICLE VI

Duties and Makeup of the Board of Directors..................................... 5

ARTICLE VII

Elections and Duties of Officers.......................................................... 6

ARTICLE VIII

Appointment of Committees................................................................ 7

ARTICLE IX

Rules Governing Lake and Shore Areas and Easements..................... 7

ARTICLE X

Amending the By-Laws....................................................................... 7

ARTICLE XI

Enforcement of Covenants, By-laws, Rules & Regulations................ 7

APPENDIX

Agreement Creating the Countryside Lake Association

ARTICLE I PURPOSE OF ASSOCIATION: DEFINITIONS

The official name of the organization is “Countryside Lake Association.”

This association has been formed to serve the interest of owners and residents of real estate lying within the “Land Area” described below. A primary function of the Association is the control of the “Lake Area” and “Shore Area” for the use and enjoyment of association members.

The terms “Land Area” and “Lake Area” and “Shore Area” are defined in the Agreement providing for the creation of the Association entered into January 28, 1928 and recorded in the office of the Recorder of Deeds of Lake County, Illinois on February 1, 1928 as Document No. 312515, as amended and clarified by use of exhibits, June 27, 1980 in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois, as No. 74 MR 118 (“Agreement”).

A copy of the Agreement is included in the Appendix of this material. These by-laws make reference to these terms, which have been simplified and taken from the Agreement:

LAND AREA. The entire tract of land that lies within the boundaries legally described in several exhibits (Revised Exhibits E, F, and 2 and 3) that are part of the Agreement. This entire tract encompasses approximately 900 acres.

LAKE AREA is also legally defined in Exhibit 2 that is part of the Agreement. Essentially, this area refers to Countryside Lake, a body of water encompassing approximately 140 acres, and the dam that controls its outflow.

SHORE AREA is a strip of land 100 feet in width that is contiguous to and surrounding the Lake Area. This 100-foot easement is generally measured from the water line. The Shore Area also includes several lots owned by the Association as well as the beach area. (The two islands within the Lake Area are not considered to be part of either the Lake Area or the Shore Area.)

EASEMENTS are defined by the Agreement and its exhibits. These easements refer to a number of existing private roadways or proposed roadways that serve or will serve the membership.

In interpreting these by-laws, the above terms, as described in the official Agreement and exhibits, shall govern.

ARTICLE II QUALIFICATIONS, RESPONSIBILITY OF MEMBERSHIP

1. Any owner of any parcel of land comprising one acre or more in the land described as “Land Area” shall be a member of the Countryside Lake Association.

2. Whenever a parcel of land in the Land Area of the Countryside Lake Association is conveyed by transfer of either a full or partial share of legal or beneficial interest, a Parcel Transfer Fee (PTF) and yearly Dues are immediately payable to the Countryside Lake Association. The amount of both the Parcel Transfer Fee and the Dues are set by the Countryside Lake Association Board of Directors. Failure to pay the Parcel Transfer Fee, Dues, or any Special Assessments will be cause for a lien to be placed on the property and the denial of all rights and privileges of membership in the Association. A suit in the appropriate court of law will be filed by the Association if requests for payment are not complied with in a timely manner.

3. To facilitate the enforcement of the provisions of Section 5, Subsection C of the Agreement any owner of any land falling within the Land Area is required to submit plans and specifications for any building site. These plans and specifications must be presented to the Board of the Association at least 30 days prior to any work being done or before construction is started. In the event of a violation of this provision the Board of Directors shall have the right to seek an injunction to enjoin the construction.

4. Voting rights of the membership shall be limited to no more than one designated owner or owner representative. If more than one parcel is owned by the same individual, either partly or in total, whether through legal or beneficial interest, one owner representative shall have only one vote total, inclusive of multiple parcels owned, at Countryside Lake general or special meetings of the membership.

5. No individual member or group of members constituting less than all of the members of the Countryside Lake Association living in the unincorporated portion of Countryside Lake as of March 21, 2005 shall pursue voluntary annexation of that member’s or those members’ property to any municipality or otherwise agree to annexation to any municipality in response to efforts by the municipality seeking annexation of the property.

ARTICLE III DUES, PARCEL TRANSFER FEES, ASSESSMENTS

1. A Parcel Transfer Fee (PTF) and yearly Dues are required to be paid in order to acquire the rights and privileges of membership of the Countryside Lake Association. The Board of Directors of the Association shall have authority to decide if the PTF and Dues are current in order to extend the rights and privileges of membership.

2. Annual Dues will be established by the Board of Directors and will be payable in the manner stipulated. Annual dues will be mailed on or before February 1^st each year and be payable no later than April 30^th of the same year. Special assessments will be due and payable within ninety days after receiving notice of the assessment. A new owner of property will pay dues for the first year of membership in proportion to the number of days remaining in the year from the purchase date to the total days in the year, unless pre-paid by the previous owner. The Countryside Lake Association will not refund dues to a seller of a parcel within the association; it is the sellers’ responsibility to pro-rate dues with their purchaser.

3. If special assessments are required the Board of Directors will give advance notice and communicate the reasons for the assessment. The assessment will be payable within ninety days of issuance of the advance notice.

ARTICLE IV PENALTIES FOR NONPAYMENT

1. Any property owner who fails or refuses to pay the applicable Parcel Transfer Fee or any member who does not pay annual dues or assessments shall, after verification by the Board, have their name posted in the meeting place or area where general or special meetings of the members of the Association are held and at the principle membership use areas, and will be listed in membership publications.

2. When Parcel Transfer Fees, annual dues or assessments are not paid in accordance with the due dates set by the Board of Directors, a lien will be placed against the delinquent owners’ property that is within the boundaries of the Countryside Lake Association. The delinquent owner will be provided with written notice by certified mail at least thirty days prior to the lien being placed upon the property. The lien upon the property will remain in full force and effect until the delinquent sums, including any legal costs, dues, Parcel Transfer Fees, and assessments incurred upon the property after the placement of the lien, are paid in full.

3. A member who has a lien upon his property within the Countryside Lake Association will be denied the rights and privileges of membership in the Association, including the right to vote as a member and the use of the Lake Area and Shore Area.

4. All delinquent dues and assessments shall bear interest at the same rate that a judgment in Illinois does, from the date due until paid.

5. The Association may sue to collect delinquent accounts. Should that occur, the delinquent owner shall also be responsible for all attorney fees and costs incurred in collecting the delinquent account.

ARTICLE V MEMBERSHIP MEETINGS AND BOARD ELECTIONS

1. The annual meeting of members of the Association shall be held on the third Monday of March in each year. A semi-annual meeting of members of the Association shall be held on the third Monday of October in each year. If the third Monday in March or October in any year is a legal holiday in Illinois then the meetings for that year will be held on the first succeeding day that is not a legal holiday. Each March and October meeting will be held at an hour and place designated by the Board of Directors.

2. The regular election of Directors of the Association will take place at the March meeting. Other business to come before the March and October meetings will be determined by the members and the Board of Directors.

3. A special meeting of the membership may be called at any time by a majority of the Directors voting individually, or by one-fifth of the members of the Association in good standing. The purpose of the meeting must be made clear by means of advance notice sent to each member. Only subjects mentioned in the advance notice or matters clearly germane to those subjects will be considered at the special meeting.

4. Notices of all elections for Directors and of all meetings of the Association will be mailed to each member two weeks before the date of the meeting.

5. In the event of resignations or death of individual Directors, the Board may appoint members to fill the vacancies until the next annual election.

6. One-fifth of the members, present either in person or by proxy, will constitute a quorum at any meeting of the Association.

ARTICLE VI DUTIES AND MAKEUP OF THE BOARD OF DIRECTORS

1. The Board of Directors shall have general charge of the affairs, funds, and property of the Association. They shall have full power and it shall be their duty to carry out the purposes of the Association according to the legal Agreement providing for the creation of the Association.

2. They will oversee day to day administration of Association affairs and shall employ and compensate from Association funds those employees required to provide service required by the Association.

3. The Board of Directors shall determine what, if any, salaries or compensation is paid to the officers.

4. The Board of Directors will have full power to determine what, if any, improvements are to be made in the Lake Area and the Shore Area and easements (legally defined in the Agreement). They also have power to levy and collect from the members of the Association, Parcel Transfer Fees, dues and special assessments to defray (a) the cost of such improvements, (b) the general expenses of the Association, (c) the maintenance of said Lake Area and Shore Area and easements for the use and enjoyment for recreation purposes, (d) the payment of taxes legally owed by the Association for the Lake Area and Shore Area, and (e) all other proper expenses of the Association.

5. The Board of Directors will be comprised of nine voting members of the Association. The Directors will be elected for three-year terms at the annual meetings of the Association, beginning with two Directors who have been elected at the Annual meeting held in March, 1979; three Directors who were elected in March, 1980; and two Directors who were elected in March, 1981; and two Directors who were elected in March, 1989. The plurality of votes cast by members personally present at the election or represented by official proxy will determine the election.

6. Five Directors constitute a quorum of the Board for its meetings.

7. Notwithstanding anything in these By-Laws to the contrary, in no event shall the Board of Directors authorize any single expenditure or series of expenditures for a single purpose totaling in excess of One Hundred Fifty Thousand Dollars ($150,000) without first obtaining the approval of the members in accordance with the provisions of Article V hereof. Such approval may occur at an annual meeting or special meeting but the notice of such meeting must state that one of the purposes of the meeting, whether annual or special, is to approve such an expenditure and shall provide specific detail as to the amount thereof and the purpose therefore.

ARTICLE VII ELECTION AND DUTIES OF OFFICERS

1. The Board of Directors will elect each year a President, a Vice President, a Secretary, a Treasurer, as well as other officers the Board feels are required to conduct the business of the Association. If practicable, this election will occur at the first official Board meeting after the annual election of Directors. Any two offices may be held by the same person, and one person may likewise be an assistant in any two offices.

2. All officers will hold their respective offices for one year. If appointed within the year, they will serve until the next annual meeting of the Association or until their successors have been elected.

3. Any officers may be removed from their respective offices upon vote of a majority of the members of the Board.

4. The President and Vice President will be elected from the members of the Board.

5. The President, and in his/her absence the Vice President, will preside at the meetings of the members of the Association and of the Board of Directors. The President or, if the President in unable to act, the Vice President or another person appointed by a majority of the Board will be empowered along with the Secretary or the Treasurer to sign all written contracts and obligations of the Association, and perform other duties assigned by the Board of Directors of the Association.

6. The Treasurer will collect all dues, fees and assessments and will keep the accounts of the Association and supply official reports for each membership meeting, or whenever requested by the Board of Directors and/or twenty percent of the membership. An annual financial report will be prepared for the annual members’ meeting in March

7. The Secretary will give notice of all meetings and of all elections of the Association and of the Board of Directors, and will keep the official minutes of these meetings. He/she will conduct the correspondence and keep the records and seal of the Association.

ARTICLE VIII APPOINTMENT OF COMMITTEES

1. The Board of Directors may from time to time, in its discretion, appoint committees, standing or special, from among its own number or otherwise they may confer powers on these committees, revoke the powers, and terminate these committees at its pleasure.

ARTICLE IX RULES GOVERNING LAKE AND SHORE AREAS AND EASEMENTS

1. The Board of Directors is vested with full and complete power and authority to make rules and regulations controlling the use and enjoyment of the Lake Area, Shore Area, easements, and property owned by the Association.

2. The right of every member to use the lake, beaches, private roadways, parks, drives and easements in the area as described in the “Agreement Creating the Countryside Lake Association” in common with other members is subject to the obligation to pay a Parcel Transfer Fee, dues and special assessments as determined by the Board of Directors of the Association.

3. Updated Rules and Regulations will be provided annually in writing to all members of the Association, and will be posted in the gathering places of the membership as conveniently as possible.

4. Additional copies of the Rules and Regulations and the By-Laws will be available to prospective or existing members on request of the Board Secretary.

ARTICLE X AMENDING & ENFORCING THE BY-LAWS

The By-Laws of the Countryside Lake Association may be amended at any annual or special meeting of the members of the Association by a vote of two-thirds of the voting members present. Notices of proposed amendments will be furnished by the Secretary to the members at least two weeks before a meeting.

ARTICLE XI ENFORCEMENT OF COVENANTS, BY-LAWS, RULES & REGULATIONS

In the event of any default of any owner under the provisions of the Countryside Lake Association Covenants, By-Laws, or Rules and Regulations, or any amendments thereof, the Board shall have each and all rights which may be provided for in the By-Laws, or which may be available at law or in equity, and may prosecute any action or other proceeding for enforcement of any lien or for damages or injunction or specific performance, or for judgment for payment of money and collection thereof, or for any combination of remedies, or for any other relief. All expenses of the Board in connection with such actions or proceedings, including court costs and reasonable attorney’s fees and other fees and expenses, shall be charged to and assessed against such defaulting owner.