BY-LAWS
OF
PEPPER TREE FARMS IMPROVEMENT ASSOCIATION
ARTICLE 1
NAME AND LOCATION. The name of the corporation is Pepper Tree Farms Improvement Association, hereinafter referred to as the “Association.” The principal office of the corporation shall be located at 2 Salt Creek Lane, Hinsdale, Illinois, but meetings of members and directors may be held at such places within the State of Illinois, County of Cook, or such other locations in the State of Illinois, as may be agreed by the majority of the Board of Directors.
ARTICLE II
DEFINTIONS
Section 1. “Association” shall mean and refer to Pepper Tree Farms Improvement Association, an Illinois non-profit corporation, its successors and assigns.
Section 2. “Properties” shall mean and refer to that certain real property described in the description Rider A attached hereto and incorporated herein, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. “Adjacent Properties” shall mean and refer to those specific properties described in the description Rider B attached hereto and incorporated herein.
Section 4. “Lot” for the purposes of this declaration shall mean a subdivided lot according to the recorded plat of Pepper Tree Farms Unit No. 1 or Pepper Tree Farms Unit No. 2 or a subdivided lot located in the Adjacent Properties.
Section 5. “Member” shall mean and refer to every person or entity who holds a membership in the Association.
Section 6. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of Pepper Tree Farms Unit No. 1, Pepper Tree Farms Unit No. 2 or Adjacent Properties, including contract buyers, but excluding those having such interest merely as security for the performance of an obligation.
Section 7 “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 Cook County, Illinois.
Section 8. “Declarant” shall mean and refer to K-B Dundee, Inc. an Illinois Corporation, its successors and assigns.
ARTICLE III
MEMBERSHIP
Section 1. Every person or entity who is a recorded owner of a fee or undivided fee interest in any lot within Pepper Tree Farms Unit 1, Pepper Tree Farms Unit No. 2 or in the discretion of the Board of Directors, any part or all of Adjacent Properties, including contract buyers, may acquire a membership in the Association as the Board of Directors may from time to time designate. In addition, subject to the terms of the Articles of Incorporation and these By-Laws, other persons may acquire a membership provided it is deemed necessary or in the best interests of the Association as shall be determined by the Board of Directors.
Section 2. Members shall be elected by the Board of Directors. An affirmative vote of two-thirds of the directors shall be required for election. Except in the initial election of members, all applicants for membership shall file with the Secretary a written application in such format the Board of Directors shall from time to time determine and be accompanied by dues for one year and any other fees as shall be required by the Board of Directors. All applications for membership shall be presented promptly for consideration and investigation to the Board of Directors or to the admissions committee, if an admissions committee has been appointed by the Board of Directors, and if an admissions committee has been appointed it shall report promptly to the Board of Directors.
Section 3. Suspension of Membership. During any period in which a member shall be in default in the payment of any annual or special assessment levied by the Association, the voting rights, if any and right to use the facilities of such member may be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended, after notice and hearing, for a period no to exceed thirty (30) days, for violation of any rules and regulations established by the Board of Directors governing the use of the properties.
Section 4. Any member bay resign by filing a written resignation with the Secretary, but such resignation shall be relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 5. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may by the affirmative vote of two-thirds of the members of the Board reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV
VOTING RIGHTS
THE ASSOCIATION shall have two classes of voting membership and one class of non-voting membership.
Class A. Voting. Class A members shall be owners of lots in Pepper Tree Farms Unit No. 1, Pepper Tree Farms Unit No. 2 or such part of Adjacent Properties, that are granted memberships by Declarant, with the exception of the Declarant. Class A members shall be entitled to one vote for each Lot in which they hold an interest. Where 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 Class A vote be cast with respect to any lot. When a lot ownership is by husband and wife, whichever is present or voting by proxy shall be deemed to have the consent of the other to cast vote for such lot.
Class B. Voting. The Class B members(s) shall be the Declarant. The Class B member(s) shall be entitled to seven (7) votes for each Lot in which it holds an interest, provided that the Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:
When the total vote outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or,
Three (3) years from the date hereof.
Class C. Non-voting – all other members.
IN THE CASE of additional memberships being created by Adjacent properties, the tests of (a) and (b above shall be applied separately to each portion thereof and the test under (b) shall be three (3) years from the time Declarant records the plat of such portion.
In the event a vote is challenged or questioned, the Board of Directors in their sole discretion shall the authority to determine the validity of said vote.
ARTICLE IV
PROPERTY RIGHTS
Section 1. Member’s Easements of enjoyment. Every member shall have a right of enjoyment in and to the properties owned by the Association subject to the following:
(a) The right of the Association to limit the number of guests of members;
(b) The right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the properties owned by the Association.
(c) The right of the Association, in accordance with its Articles and these By-Laws, to borrow money for the purpose of improving the properties owned by the Association and in aid thereof to mortgage said properties.
(d) The right of the Association to suspend the voting rights and right to use of the properties by a member, in accordance with the Articles of Incorporation, and these By-Laws.
(e) The right of the Association to dedicate or transfer all or any part of the properties to any public agency, authority or utility for such purposes and subject to such conditions as provided in the Articles of Incorporation, By-Laws.
(f) As part of the overall program of development of the Properties and adjacent properties into a residential community and to encourage the marketing thereof, the Declarant shall, for sales purposes only, have the right of use of the Properties owned by the Association and facilities thereon, including the community building, without charge during the sales and construction period, to aid in its marketing.
Section 2. Delegation of Use. Any member may delegate, in accordance with the By-Laws, his right of enjoyment to the properties owned by the Association and facilities to the members of his family, his tenants, or contract purchasers who reside on the property.
Section 3. Title to the area described in Attached Exhibit A. The Declarant hereby covenants for itself and assigns, that it will convey fee simple title to the area described in attached exhibit A together with improvements, to the Association, free and clear of all encumbrances and liens, except for those covenants and restrictions, public zoning ordinances, current real estate taxes, if any (which shall be pro-rated among the parties) and utility easements granted or to be granted for sewer, water, gas, electricity, telephone and any other necessary utilities, and public street dedications.
ARTICLE VI
CERTIFICATES OF MEMBERSHIP
Section 1. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the board. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
Section 2. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this article.
ARTICLE VII
BOARD OF DIRECTORS; SELECTION TERM OF OFFICE
Section 1. Number. The affairs of the Association shall be managed by a Board of six (6) directors, who need not be members of the Association.
Section 2. Election. At the first annual meeting the members shall elect two directors for a term of one year, two directors for a term of two years and two directors for a term of three years; and at each annual meeting thereafter the members shall elect two directors for a term of three years.
Section 3. Removal. Any director may be removed from the Board, with cause, by majority vote of members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE VIII
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, 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 that 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 directors, after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute the quorum for the transaction of business. Every act or decision done or 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 IX
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nomination may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association not members of the Board of Directors. 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 and such appointment shall be announced at each 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 may be made from among members or non-members.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE X
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the Properties and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) exercise for the Association all powers, duties and authority vested in or deleted to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
(c) 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; and
(d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to 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 to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) as more fully provided herein, and in the Declaration, to:
(1) fix the amount of annual dues and assessments against each membership,
(2) send written notice of the dues and assessment to every member within at least thirty (30) days subsequent to any increase.
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any dues or assessments have been paid. A reasonable charge may be made by the Board of Directors for the issuance of these certificates. If a certificate states the dues or assessments have 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 Properties to be maintained; and
(h) cause the exterior of the buildings to be maintained.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purposes, such as:
(a) A Recreational Committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines;
(b) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion determines;
(c) A Publicity Committee which shall inform the members of all activities and functions of the Association, and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of the Associations; and
(d) Admissions Committee which shall examine each application for membership submitted.
(e) An Audit Committee which shall supervise the annual audit of the Association’s books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meetings as provided in Article XII, Section 1. The Treasurer shall be ex officio member of the Committee. Various committee chairmen shall be notified to attend Board of Directors when matters involving their respective committee are to be decided.
Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director, or officer of the Association as is further concerned with the matter presented.
ARTICLE XII
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be on July 15, 1969, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 8:00 o’clock P.M. 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.
Section 2. Special Meetings. 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 the members who are entitled to vote one-fourth (1/4) of the votes of the entire membership or who are entitled to vote one-fourth (1/4) of the votes of the Class A membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary of person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to the vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon termination or suspension of membership.
ARTICLE XIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Association shall be a president, and a vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he 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 by 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 in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the office he replaces.
Section 7. Multiple Offices. The offices of secretary and treasure may be held by the same person. No person shall simultaneously hold more than one of any of the other offices 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 all checks and promissory notes.
Vice President
(b) The vice-president shall act in the pace and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such duties as may be required of him 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, and shall perform such other duties as required by the Board.
Treasurer
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at is regular annual meetings, and deliver a copy of each to the members.
ARTICLE XIV
DUES AND ASSESSMENTS
Section 1. The members of the Association shall be liable for the payment of such dues and assessments as may from time to time be fixed and levied by the Board of Directors. The dues and assessments shall be levied equally among all members. Such assessments and dues may be fixed and levied as aforesaid pursuant to the provisions of Section 2. If such dues and assessments are not paid by the member prior to delinquency, they shall bear interest at the rate of seven per cent (7%) per annum from date of delinquency.
Section 2. The Board of Directors shall have to power to fix and levy from time to time dues and assessments upon the members of the Association; to determine and fix the due date for the payment of such dues and assessments and the date upon which the same shall become delinquent; to suspend, upon such terms and to such extent as the Directors shall in their absolute discretion determine membership privileges and the rights of any member if such dues and assessments shall not be paid before delinquency; provided, however, that such dues and assessments shall be fixed and levied only to provide for the payment of taxes and assessments upon real or personal property owned, controlled or occupied by the Association, or for labor rendered or materials or supplies used and consumed, or equipment, appliance or power furnished for the maintenance, improvement, or development of property subject to the management or jurisdiction of the Association, or in performing or causing to be performed any of the purposes of the Association for the benefit and advantage of its members, and the Board of Directors is hereby authorized to incur any and all such expenditures of any of the foregoing purposes as it shall deem to be necessary or advisable in the interest of the Association or its members; provided, further, however, that no dues or assessments shall be so fixed or levied to provide funds for the purchase, acquisition or improvement of real property unless such purchase, acquisition or improvement shall first have been authorized and approved by the vote of seventy-five percent (75%) of the voting member of the Association.
Section 3. The Board of Directors, may, by unanimous vote, impose a fine upon any member for any violation, by a member, a member of the member’s family, a sub-leasee of a member, or a member’s guest, of the published rules adopted for the use and protection of the members and for the protection of the facilities, provided that such fine shall not exceed the sum of $10.00 per day for each day after notice has been given to such member of a continuing violation.
Section 4. Special Assessments for Capital Improvements. In addition to the annual dues and assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the property owned by the Association, including the necessary fixtures and person property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of voting members who are voting in person or by proxy at a meeting duly called for this purpose written notice of which shall be sent to all voting members not less than 10 days nor more than 30 days in advance of the meeting setting forth the purpose of the meeting.
Section 5. Uniform Rate. Both annual and special assessments may be fixed at a uniform rate for all members, and may be collected on a monthly basis, or such other basis as set by the Board of Directors.
Section 6. Declarant is specifically exempted from all assessments, dues, fines, assessments or capital improvements, or ay other charge and in addition is specifically excluded from the count of the membership when the computation is made for the equals levy among all members.
ARTICLE XV
BOOKS AND RECORDS
The books, records and papers of the Associations shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XVI
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words: Pepper Tree Farms Improvement Association.
ARTICLE XVII
AMENDMENTS
Section 1. These by-laws may be amended by the Board of Directors or at a regular or special meeting of the members, by a vote of a majority of a quorum of voting members present in person or by proxy.
Section 2. As long as the Declarant is a member of the Association, whether Class A or Class B, no amendment may be made or shall be effective without the written consent by Declarant attached thereto.
Section 3. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XVIII
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 1st day of December of every year, except the first fiscal year shall begin on the date on incorporation.
Note: Exhibits A and B referred to in this document are the legal descriptions of the property of Pepper Tree Farms Units No. 1 and 2.