LAKEWOOD VILLAGE PROPERTY OWNERS ASSOCIATION, INC.
Approved January 28, 1985
Modifications at Subsequent Annual Business Meetings

ARTICLE I: OFFICES

The principal office of the Lakewood Village Property Owners Association, a corporation in the State of Missouri shall be located at 2110 Lakewood in Springfield, Greene County, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may from time to time require.

The registered office of the corporation required by the "Nonprofit Corporation Law" of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II: DEFINITIONS

Section 1. "Association" shall mean and refer to the LAKEWOOD VILLAGE PROPERTY OWNERS ASSOCIATION, INC., its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property herein-after described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Areas" shall mean all real property owned by the Association for the common use and enjoyment of the owners.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded plat of Lakewood Village Unit Two with the exception of the common area.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities of a fee simple title to any platted lot or to any townhouse space, condominium or other legal fee which is a part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions applicable to the properties recorded in the Office of the Recorder of Deeds in Springfield, Greene County, Missouri.

Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III: MEETING OF MEMBERS

Section 1. Annual Meeting. The annual meeting of the members shall be held on the fourth Monday of January. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. If an unforeseen emergency prevents holding the meeting as scheduled, it shall be rescheduled by action of the Board for the earliest feasible date with notice to the membership.

Section 2. Special Meeting. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of one-fourth (1⁄4) of all the members.

Section 3. Notice of Meetings. Written notice of each meeting of the members to consider items of business shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice including a copy of the agenda, minutes of the last annual meeting, slate of nominees, proposed budget, and a list of major Board actions for the year postage prepaid, at least thirty (30) days and not more than sixty (60) days before such meeting to each member entitled to vote thereat, addressed to the member's address in the last members' address book appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice.

Section 4. Quorum. Ten percent of the Lakewood Village Property Owners present and eligible to vote at the annual business meeting shall constitute a quorum.

ARTICLE IV: BOARD OF DIRECTORS, SELECTION, AND TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of nine (9) Directors, who need to be Members of the Association.

Section 2. Term of Office. At each annual meeting, the members shall elect three (3) Directors for a term of three (3) years. Each director shall hold office until a successor has been elected and has been qualified. Each Director may be elected to serve a maximum of two (2) consecutive terms.

Section 3. Removal. Any Director may be removed from the Board, with cause, by a majority vote of the Board or of the members of the Association. When a Board member misses three consecutive Board meeting, the President shall determine the reason for the last absence. If it was not an excusable absence, the President shall so report to the Board. The President shall entertain a motion to notify the Board member in writing that he or she has been removed from the Board. The letter from the President should state the cause; the action of removal is effective immediately. The letter should be sent out the week of the action.

Section 4. Resignation. A member may resign at any time by giving notice to the Board, the President or the Secretary. The President or Secretary will notify the Board at their next meeting. The resignation is considered official once the Board is notified and a letter is sent to the individual.

Section 5. Replacement. In the event of death, resignation or removal of a Director, his or her successor shall be selected by the remaining members of the Board and shall serve out the unexpired term.

Section 6. Compensation. No Director shall receive compensation for any service rendered to the Association. However, any Director may be reimbursed for actual expenses incurred in the performance of duties.

Section 7. Action Taken Without a Meeting. The Directors shall have the right ot take any action in the absence of a meeting which they could take at a meeting by obtaining the approval of a majority of Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V: NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairperson, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine,
but not less than the number of vacancies that are to be filled. Such nominations must be made from among members. Report of this committee shall be included with notice of the annual meeting.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot unless the body decides to vote by acclimation. If ballots are used, the persons receiving the largest number of votes shall be elected. The presiding officer shall appoint a teller committee of three (3) members to count the vote.

ARTICLE VI: MEETINGS OF DIRECTORS

Section .1 Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice on the second Monday of each month, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then the meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) Directors, after not less than three (3) days written or emailed notice to each Director.
Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every action or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VII: BOARD OF DIRECTORS AND THEIR DUTIES

Section 1. Powers. The Board of Directors shall have the power to:

A) Adopt and publish rules and regulations governing the use of the common areas and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for infraction thereof;

B) Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days of infraction of published rules and regulations;

C) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;

D) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors. However, the Board may make an exception for such conditions as extended illness, surgery, death of a family member, or other emergencies.

E) Employ a manager, an independent contractor, or such other employees as they deem necessary, and prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:

A) Cause to be kept a complete record of all its acts and corporate affairs and present statement thereof to the members at the annual meeting of the members; or any special meeting when such statement is requested in writing by one-fourth (1⁄4) of the members who are entitled to vote;

B) Supervise all officers, agents, and employees of the Association and to see that their duties are properly performed.

C) As provided in the Declaration, to:

a) Set the amount of annual dues or propose any increase in dues or a special assessment to the annual business meeting. The Board may decide to raise the dues as long as the increase does not exceed 3%. Members shall be notified of this change by first-class mail at least thirty (30) days in advance of the annual assessment period. If a proposed increase in the annual dues exceeds 3%, that recommendation must be approved by the owners at the annual business meeting. Each member shall be notified by first class mail within thirty (30) days of the change
b) Failure to send such notices shall not relieve the owner of the obligation to pay such assessments.

D) Issue or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.

E) Procure and maintain adequate liability and hazard insurance on property owned by the Association.

F) Cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate.

G) Cause the common area to be maintained.

H) Secure the services of an accounting firm to manage the financial affairs of the Association and to receive and deposit all monies of the Association. They shall disburse such funds as directed by the Board of Directors, keep proper records of the bank accounts of the Association, prepare monthly financial reports to the Board, handle the payroll system for the lifeguards at the Swimming Pool and file the required reports with the State and Federal Income Tax departments. Checks written on Association accounts, other than those that are approved to be electronically transmitted, shall be signed by two of the following: the President, the Chair of the Finance Committee or the Secretary.

I) Prepare the proposed budget to be presented to the membership at the annual meeting.

J) Provide overview of the townhouse exterior maintenance upon the townhouse complex as detailed in the next item. Such exterior maintenance shall not include glass or patio surfaces. In the event that the need for maintenance or repair is caused through the willful or negligent act of the owner, a family member, guests, or invitees, the cost of such maintenance or repairs shall be added to and become a part of the assessment to which such lot is subject.

K) Townhouse Owners Relationship to the Association. The townhouse owners shall pay an annual or semi-annual maintenance charge determined by the townhouse owners, the finance committee and the Board of Directors and maintained in a separate account. Townhouse owners shall meet a minimum of one time per year, for the purpose of discussing exterior maintenance that will benefit all townhouse owners. Townhouse owners shall appoint one townhouse owner as their representative with the Lakewood Village Property Owners Association. This representative shall make requests to the Board for needed maintenance, and the expenditure of the townhouse funds on behalf of the rest of the townhouse owners. The selection of the townhouse representative and repairs requested shall be done by a majority vote of the townhouse owners. The townhouse maintenance fund shall be used only for maintenance items that benefit all townhouse owners; i.e., driveway repairs, gutter or roof repairs for the whole building, siding for the whole building, tree trimming for the whole building. Repairs needed for individual townhouses shall be the responsibility of the individual townhouse owner:

L) Party Walls:

1 General Rules of Law to Apply. Each wall which is built as a part of the original construction of the homes upon the properties and placed on the dividing line between the lots shall constitute a party wall, and, to the extent not inconsistent with the provisions of this Article, the general rules of Law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply thereto.

2. Sharing of Repair and Maintenance. The cost of reasonable repair and maintenance of a party wall shall be shared by the owners who make use of the wall in proportion to such use.

3. Destruction by Fire or Other Casualty. If a party wall is destroyed or damaged by fire or other casualty, any owner who has used the wall may restore it, and if the other owners thereafter make use of the wall, they shall contribute to the cost to restoration thereof in proportion to such use without prejudice, however, to the right of such owners to call for a large contribution from the others under any rule of law regarding liability for negligent or willful acts or omissions.

4. Weatherproofing. Notwithstanding any other provision of this Article, an owner who is negligent or willfully acts to cause the party wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection against such elements.

5. Right to Contribution Runs with Land. The right of any owner to contribution from any other owner under this Article shall be appurtenant to the land and shall pass to such owner's successors in title.

6. Arbitration. In the event of any dispute arising concerning a party wall, or under the provisions of this Article, each party shall choose one (1) arbitrator, and such arbitrators shall choose one (1) additional arbitrator, and the decision shall be by a majority of al the arbitrators.

ARTICLE VIII: OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The Officers of this Association shall be members of the Board of Directors.

Section 2. Election of Officers. The new Board of Directors shall organize and elect officers at the first meeting of the Board following the annual meeting.

Section 3. Term. The officers of this Association shall hold office for one (1) year or until their successors shall have been elected and qualified, unless such officer shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office with cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer being replaced.

Section 7. Multiple Offices. No person shall simultaneously hold more than one office except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

President
A) The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign checks and promissory notes. The President shall act as an ex officio member of all committees except the nominating committee.

Vice-President
B) The Vice-President shall act in the place and stead of the President in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties that may be required of the Vice-President by the Board.

Secretary
C) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, shall perform such other duties as required by the Board.

ARTICLE IX: COMMITTEES

The Board shall appoint an architectural control committee, as provided in the declaration, an audit committee composed of three (3) members, a finance committee whose chairperson shall be a member of the Board, and a nominating committee, whose chairperson will be a member of the board. In addition, the board may appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE X: BOOKS AND RECORDS

The books, record and papers of the Association shall be made available for inspection by members of the Board upon request by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member upon request to any member of the Board and copies may be purchased at reasonable cost.

ARTICLE XI: ASSESSMENTS

As provided in the Declaration, each member is obligated to pay to the Association annual and special assessments when passed at an annual business meeting. Specific implementations of this ARTICLE are given in ADMINISTRATIVE BOARD POLICIES, Policy#4. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the common area.

ARTICLE XII: CORPORATE SEAL

The Association shall have a corporate seal in circular form having within its circumference the words: LAKEWOOD VILLAGE PROPERTY OWNERS ASSOCIATION, INC., Corporate Seal, Missouri.

ARTICLE XIII: PARLIAMENTARYPROCEDURE

Robert's Rules of Order, latest edition, shall be utilized to govern official business at meetings of the Board and the Association.

ARTICLE XIV: AMENDMENTS

Section I. These By-Laws may be amended, at a regular or special meeting of the members, by a majority vote of a quorum of members present.

Section 2. In the case of any conflict between the Articles of Incorporation and these By- Laws, the Articles shall control: and in case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

ARTICLE XV: MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.

ARTICLE XVI: OPEN BOARD MEETINGS

All Lakewood Village Property Owners Association Board meetings shall be open to property owners and residents.