Article I

Purposes

As stated in its Article of Incorporation, the purposes of the corporation shall be to maintain, operate and manage a private residential area with lots, improvements and common property known as "Aspen Grove" located approximately one-half (1/2) mile south of Route 176 on the east side of Anderson Road in the Village of Wauconda, Lake County, Illinois.

Article II

Offices

The corporation shall maintain in the State of Illinois a registered office and a registered agent at such office and may have other offices within or without the state.

Article III

Members

1. MEMBERSHIP. Every owner of a Lot shall be a member of the Association without the right of withdrawal. Membership shall be appurtenant to and may not be separated from ownership of any Lot. Ownership of such Lot shall be the sole qualification for membership.
2. VOTING RIGHTS. The association shall have one class of voting membership. This class shall consist of all Owners. Each class member shall be entitled to one (1) vote for each Lot owned. When more than one person holds such interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot.
3. TERMINATION OF MEMBERSHIP. Upon the sale or transfer of a Lot or the termination of a beneficial interest in any trust holding title to a unit, membership in the Association is terminated.
4. TRANSFER OF MEMBERSHIP. Membership in the Association is not transferable or assignable.

Article IV

Meetings of Members

• SECTION 1 ANNUAL MEETING.
  • An annual meeting of the members shall be held on or before June 30 each year, beginning with the year 1995 for the purpose of electing directors and for the transaction of such other business as any come before the meeting. If such day were a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.
• SECTION 2. SPECIAL MEETING.
  • Special meetings of the members may be called either by the president, the board of directors, or not less than one-tenth of the members having voting rights.
• SECTION 3. PLACE OF MEETING.
  • The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
• SECTION 4. NOTICE OF MEETINGS.
  • Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than forty (40) days before the date of such 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 5. 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 forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
• SECTION 6. QUORUM.
  • The members holding one-tenth of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
• SECTION 7. PROXIES.
  • Each member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing, without a meeting, may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy provided for a longer period.

Article V

Board of Directors

• SECTION 1. GENERAL POWERS.
  • The affairs of the corporation shall be managed by its board of directors.
• SECTION 2. NUMBER, TENURE ELECTIONS, AND QUALIFICATIONS.
  • The number of directors shall be five. At the initial meeting of the voting members, the voting members shall elect the Board consisting of five (5) members. In all elections for members of the Board, the candidate receiving the highest number of votes with respect to the number of offices to be filled shall be deemed to be elected. Members of the Board elected at the initial meeting of the voting members shall serve until the first annual meeting of the voting members. At the first annual meeting five (5) Board members shall be elected. The two (2) persons receiving the highest numbers of votes at the first annual meeting shall be elected to the Board for a term of (2) years and the three (3) persons receiving the next highest number of votes shall be elected tot he Board for a term of one (1) year. The election and term of office as between candidates receiving the same number of votes of office of the Board members so elected at the first annual meeting and thereafter, successors shall be elected for a term of two (2) years each. Voting members having at lest two-thirds (2/3) of the total votes may from time to time increase or decrease the term of office of Board members at any annual or special meeting, provided that: (i) such number shall not be less than (3), (ii) the terms of at least one-third (1/3) of the persons on the Board shall expire annually, and (iii) no Board member of officer shall be elected for a term of more than two (2) years but Board members or officers may succeed themselves. Members of the Board shall receive no compensation for their services.
• SECTION 3. REGULAR MEETING.
  • A regular annual meeting of the board of directors shall be held without other notice than these by-laws, immediately, after, and at the same place as, the annual meeting of members. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings of the board without other notice than such resolution.
• SECTION 4. 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 as the place for holding any special meeting of the board called by them.
• SECTION 5. NOTICE.
  • Notice of any special meeting of the board of directors shall be given at least two days previously thereto by written notice 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 were given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice of any special meeting of the board of directors may be waived in writing, if signed by the person or persons entitled to the notice either before or after the time of the 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 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 6. 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 to another time without further notice.
• SECTION 7. 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, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.
• SECTION 8. 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, unless the articles of incorporation, a statute, or these by-laws provide that a vacancy or a directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office.
• SECTION 9. COMPENSATION.
  • Directors shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the board, provided that, nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefore.

Article VI

Officers

• SECTION 1. OFFICERS.
  • The officers of the corporation shall be president, one or more vice presidents (the number thereof to be determined by the board of directors), a treasurer, a secretary, and such assistant treasurers, assistant secretaries or their officers as may be elected by the board of directors. Officers whose authority and duties are not prescribed in these by-laws shall have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except for the offices of president and secretary.
• SECTION 2. ELECTION AND TERM OF OFFICE.
  • The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. 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 of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not in itself create contract rights.
• SECTION 3. REMOVAL.
  • Any officer 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. PRESIDENT.
  • The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he shall be in charge of the business and affairs of the corporation; he shall see that the resolutions and directives of the board of directors are carried into effect, except in those instances in which that responsibility is assigned to some other person by the board of directors; and, in general, he shall discharge all duties incident to the office of the president and such other duties as may be prescribed by the board of directors. He shall preside at all meetings of the members and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote, except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.
• SECTION 5. VICE PRESIDENT.
  • The vice-president (or in the event there be more than one vice-president, each of the vice-presidents) shall assist the president in the discharge of his duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. In the absence of the president or in the event of the President's inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice president's in the order designated by the board of directors, or by the president if the board of directors has not made such a designation, or in the absence of any designation, then in the order of their seniority of tenure) 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. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, the vice-president (or any of them if there are more than one) may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.
• SECTION 6. TREASURER.
  • The treasurer shall be the principal accounting and financial officer of the corporation. He shall (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore, and for the receipt and disbursement thereof; and (c) 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. If required by the board of directors, 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.
• SECTION 7. SECRETARY.
  • The secretary shall (a) record the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; (b) see that all notice are duly give in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each member, which shall be furnished to the secretary by such member; and (e) 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.
• SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
  • The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

Article VII

Committees

• SECTION 1. COMMITTEES OF DIRECTORS.
  • The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, including such committees as; building and architectural review, landscape, finance, social, and communications committee, each of which shall consist of one or more directors, which committees, to the extent provided in said resolution and not restricted by law, 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 thereof 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 in 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 president of the 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 committee shall continue as such until the next annual meeting of the members of the corporation and until his 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.
• SECTION 5. VACANCIES.
  • Vacancies in the membership of any committee may be filled by appointment made in the same manner as provide in the case of the original appointment.
• 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.

Article VIII

Contracts, Checks, Deposits, and Funds

• SECTION 1. 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.
• SECTION 2. CHECKS, DRAFTS, AMD OTHER INSTRUMENTS.
  • 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, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the corporation.
• 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 corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

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 be fixed by resolution of the board of directors.

Articles XI

Assessments

• SECTION 1. ASSESSMENTS.
  • Annual assessments must be fixed at a uniform rate for the Lots and annual assessments shall be collected on a quarterly basis. Special assessments shall be fixed, established and collected from time to time as determined by the board of directors.
• SECTION 2. DATE OF COMMENCEMENT OF ANNUAL ASSESSMENTS; DUE DATES.
  • The annual assessments provided for herein shall commence upon the direction of the board of directors. The due dates or dates of any s pecial assessments shall be fixed in the resolution authorizing such assessment.
• SECTION 3. DUTIES OF THE BOARD OF DIRECTORS WITH RESPECT TO ASSESSMENTS.
  • a) The board of directors of the Association shall fix the amount of the annual assessment against each Lot for each annual assessment period at least thirty (30) days in advance of such date or period and shall, at that time, prepare a roster of the Lots and assessments applicable thereto, which shall be kept in the office of the Association and shall be open to inspection by any Owner. The board of directors of the Association shall further fix, establish and collect from time to time the amount of the special assessments against each Lot.
    • b) Written notice of the assessments shall thereupon be delivered or mailed to every Owner subject thereto showing the amount or amounts and the due date or dates if the assessments are to be paid in installments.
    • c) The board of directors shall, upon written demand, furnish to any Owner liable for said assessments, a certificate in writing signed by an officer of the Association setting forth whether said assessments have been paid. Such certificate shall be conclusive evidence of payment of any assessments therein stated to have been paid. A reasonable charge may be made by the board for the issuance of such certificates.
    • d) If the board fails to fix an amount of the annual assessment as provided in (a) above, each Owner shall be responsible for the payment of an amount equal to the annual assessment for the previous year.
• SECTION 4. EFFECT OF NON-PAYMENT OF ASSESSMENT; THE PERSONAL OBLIGATION OF THE OWNER; THE LIEN; REMEDIES OF ASSOCIATION.
  • If any assessment or part thereof is not paid within thirty (30) days after the due date, the total unpaid amount of all installments of such assessment shall immediately become due and payable and shall bear interest from the date of delinquency at the maximum legal rate of interest. The total unpaid amount of all such installments and interest thereon shall constitute a lien on the interest of the Lot of the Owner personally obligated to pay the same, and upon the recording of notice thereof by the board of directors of the Association shall be a lien upon such Owner's interest in the Lot. The Association may, at its election, bring an action at law or in equity against the Owner personally obligated to pay the same in order to enforce payment and/or to foreclose the lien against the property subject thereto and there shall be added to the amount of such assessment the costs of preparing and filing the complaint (including, without limitation, reasonable attorneys' fees) in such action, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided and reasonable attorneys' fees to be fixed by the court, together with the costs of the action. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or of his Lot. Notwithstanding the foregoing. The first mortgage encumbrance owned or held by a bank, insurance company, or savings and loan association, or other person or entity engaged in the business of making real estate loans, recorded against the interest of such Owner prior to the date such notice is recorded, which by law would be a lien thereon prior to subsequently recorded encumbrances, shall have priority, except as to amount of assessments which become due and payable from and after the date on which the said mortgage owner or holder either takes up possession of the Lot, accepts a conveyance of any interest therein (other than as security) or files a suit to foreclose its mortgage.
• SECTION 5. SUBORDINATION OF THE LIEN TO MORTGAGES.
  • The lien of the assessments provided for herein shall be subordinate only to the lien of any mortgage or mortgages or deed or trust deeds. The sale or transfer of any Lot shall not affect the assessment lien.
• SECTION 6. EXEMPT PROPERTY.
  • The following real estate subject to these by-laws shall be exempt from the assessments created herein:
    • a) All of the real estate dedicated to and accepted by a local public authority.
    • b) The Common Areas (Outlots D, E and F and that certain landscaped areas of the Property located at Anderson Road and Meadowview Drive.
    • c) All of the real estate owned by a charitable or non-profit organization exempt from taxation by the Laws of the State of Illinois.
    • d) All of the real estate owned by Developer.

Article XII

Seal

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Article XIII

Waiver of Notice

Whenever any notice is requires 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

The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or by-laws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

RULES AND REGULATIONS ASPEN GROVE HOMEOWNERS ASSOCIATION

PREFACE

The Rules and Regulations established by ASPEN GROVE HOMEOWNERS ASSOCIATION ("Association") are designed neither to restrict nor infringe on the rights of any homeowner or resident. Their purpose is to ensure the full enjoyment of the Aspen Grove Development by all homeowners and residents.

METHOD FOR ENFORCING RULES AND REGULATION

1. Homeowners should report repeated infractions of Rules and Regulations to the Board of Directors of the Association in writing, signed by the complaining homeowner.
2. Upon the first reported infraction of a rule or regulation, the offending homeowner or resident will receive a letter from the Board of Directors warning them of the violation. Upon the second infraction of a rule, the homeowner or resident will be requested to appear before the Board of Directors. If a satisfactory settlement is not reached at this meeting, legal proceedings or such other action as approved by the Board of Directors may begin.
   1. a) Penalties including but not limited to a minimum of $ 200.00 per infraction will be assessed by the Board of Directors.

METHOD FOR CHANGING OR ADDING RULES AND REGULATIONS

Homeowners wishing to change or add a specific rule or regulation should make their request in writing to the Board of Directors for review and consideration.

RECREATIONAL VEHICLES, BOATS AND TRAILERS

Recreational vehicles, boats, trailers and the like, too large to be parked in the garage, cannot be stored within the boundaries of ASPEN GROVE for more than ten (10) days.

ANTENNAS, ANTENNA TOWERS, SATELLITES DISHES

No antenna, antenna tower or satellite dishes can be constructed, installed or located within the boundaries of ASPEN GROVE for the purpose of receiving or transmitting radio or television signals, without the prior written approval of the Board of Directors. Antennas may be installed within an attic without prior approval.

CONTRACTOR SIGNS

Contractors are not permitted to place their signs on any homeowner's property or common area unless prior written approval is given by the Board of Directors.

"FOR SALE SIGNS"

Only one "For Sale" sign may be displayed for a home at any time and such sign must be located on the homeowner's property. "For Sale" signs may not be placed in the parkways. "Open House" signs may be displayed during the hours of the Open House only.

SWIMMING POOLS

All plans for pools and related landscaping must be submitted to the Board of Directors for written approval prior to installation.

VILLAGE COMPLIANCE/PERMITS

All rules and regulations of the Association are in addition to and subject to local ordinances. All fees and permits are the sole responsibility of the homeowner.

OTHER OBLIGATIONS

All rules and regulations of the Association are in addition to the ASPEN GROVE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS.

GARAGES, SHEDS, OUTBUILDINGS

No garages, sheds, outbuildings or other freestanding structures shall be constructed within the boundaries of ASPEN GROVE without prior written approval of the Board of Directors. Landscaping as necessary will be required around freestanding structures approved by the Board of Directors.

FENCES

Fences cannot be constructed without prior written approval from the Board of Directors. Chain link, barbed wire, metal, and stockade fences are prohibited. Fences are prohibited in the front yards. Fences taller than 5 (five) feet are prohibited, except on lots that have at least one side on the outer boundary of the ASPEN GROVE property; said lots may have up to a 6 (six) foot fence on the sides of the lot that face the outer boundary only of the ASPEN GROVE property. Landscaping as necessary will be required in front of fences that face or border the street.

MOVE OUT POLICY

Unit Sales - The resident shall provide to the Board of Directors a formal written notice of intent to sale once a valid contract has been accepted. Included must be the name, address, and phone number of the proposed "new" owner. The resident shall provide the name, address and phone number of their attorney. This information shall be provided at least (10) days prior to closing for the purpose of the Association's paid assessment letter. The Board of Directors or it's designated managing agent shall be allowed to charge a fee of $25.00 for the paid assessment letter for the sale of each unit. A fee of $50.00 shall be allowed for expediting the service in less than 10 days. The amount shall be paid prior to the release of the paid assessment letter.

Prepared by Aspen Grove Homeowners Association