Amended 2006

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

Amended March 20, 2006

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........................................ 4

ARTICLE VI

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

ARTICLE VII

Elections and Duties of Officers.......................................................... 5

ARTICLE VIII

Appointment of Committees................................................................ 5

ARTICLE IX

Rules Governing Lake and Shore Areas and Easements..................... 6

ARTICLE X

Amending the By-Laws....................................................................... 6

ARTICLE XI

Enforcement of Covenants, By-laws, Rules & Regulations................ 6

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 for a capital project the net cost of which shall be in excess of One Hundred Fifty Thousand Dollars ($150,000) without first obtaining the approval of the members in accordance with the By-Laws. 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 expenditure and shall provide specific detail as to the amount thereof and the purpose therefore. The Board of Directors shall not authorize work to commence on any capital project the net cost of which exceeds One Hundred Fifty Thousand Dollars ($150,000) unless and until either signed contracts, letter of commitment or other binding documentation are in place providing funding to reduce the net project cost below said limit.

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.

APPENDIX

Agreement Creating the Countryside Lake Association

Recorded February 1, 1928 in Lake County Illinois as Document 312515

(as amended June 27, 1980)

THIS AGREEMENT, made and entered into this 28^th day of January, A.D. 1928, by and between the undersigned, WITNESSETH:

WHEREAS, the undersigned include all the parties who executed a certain agreement dated June 19, 1926, filed for record in the Recorder’s Office of Lake County, Illinois, and recorded as document No. 281144, and are the owners of parcels of land referred to in said agreement as the “LAND AREA”, and are the owners of the premises embraced within the section of territory hereinafter in this agreement referred to as the “Land Area”; and

WHEREAS, the undersigned desire to cancel said agreement dated June 19, 1926, and to execute this agreement in substitution thereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and in consideration of the sum of One Dollar ($1) paid by each of the undersigned to the others, receipt whereof is hereby acknowledged, the undersigned do agree as follows:

Section 1. Said agreement dated June 19, 1926, is hereby cancelled and superseded by this agreement.

Section 2. The entire tract of land lying within the boundaries described in Exhibit 1 (Revised Exhibits E and F and Exhibits 2 and 3 as of June 27, 1980) hereto attached and hereby made a part hereof, shall for convenience and brevity be hereinafter referred to as the “Land Area”. The parcel of land described in Exhibit 2 hereto attached and hereby made a part hereof shall of convenience and brevity be hereinafter referred to as the “Lake Area”, and a strip of land contiguous to, surrounding and lying between the boundary of said Lake Area and one hundred (100) feet outside of and distance therefrom measured at right angles, shall for convenience and brevity be hereinafter referred to as the “Shore Area”, provided, that the two islands described in said Exhibit 2, shall not be considered a part of the Lake Area or Shore Area, but shall be a part of the Land Area. Attached hereto marked Exhibit 3, and hereby made a part hereof, is a map showing said “Land Area”, “Lake Area”, “Shore Area”, islands and the private roadways hereinafter referred to.

Section 3. The undersigned hereby give, grant and convey to Countryside Lake Association, an Illinois corporation not for pecuniary profit, and the members of said Association the right, privilege and easement to (1) construct, operate and maintain upon the Lake Area the lake and dam shown on Exhibit 3, (2) use and enjoy said lake for recreation purposes, (3) travel by foot over, across and along the Shore Area, (4) landscape and/or otherwise improve the Shore Area, (5) construct, operate and maintain bathing beaches, docks, diving platforms, boat houses and bath houses and other improvements of a like character upon the Lake Area and the Shore Area, and (6) establish and enforce through the Board of Directors of said Association and in the discretion of said Board of Directors, rules and regulations relating to erosion control, drainage, and other activities relating to the Lake Area and Shore Area deemed necessary by them to protect the esthetic qualities of the lake and to control the use and enjoyment of the Lake Area and Shore Area, provided (a) that said Association shall pay the taxes levied on the Lake Area and Shore Area, (b) that any owner of any parcel of land of said Land Area containing one acre of more shall be entitled to membership in said Association upon the payment of dues and assessments and complying with the rules and regulations from time to time established by said Association, (c) that no persons other than owners of parcels of land of one acre or more in said Lake Area shall be members of said Association or entitled to the use and enjoyment of said Lake Area or said Shore Area but membership in said Association shall entitle the members of a member’s family, his guests and lessee or tenant and the members of the family and guests of a lessee or tenant to the use and enjoyment of said Lake Area and said Shore Area, and (d) that the dues and/or assessments, including initiation fees for all new members and future purchasers of newly developed residences, may be levied on all owners of land within the Land Area (regardless of their status as Association members) to enable the Association through its Board of Directors to carry out the rights granted to it by this instrument including but not limited to the right to seek judicial enforcement of the covenants, easements, restrictions, and other obligations created by this instrument. The obligation to pay such dues and assessments shall constitute both a personal obligation of the property itself which may be recorded with the Lake County Recorder of Deeds and which may be enforced by judicial proceedings against both the owner and the property. Such dues and/or assessments including initiation fees shall be in the amounts set by the Board of Directors and shall be apportioned among the land owners according to a method developed and approved by the Board of Directors of said Association.

Section 4. The undersigned hereby give, grant and convey to the respective owners of each one of said two islands the right, privilege and easement to construct, maintain and use one bridge from each island to the mainland the right to travel by vehicles or otherwise over the portions of the Shore Area lying between each of the bridges and the nearest respective roadway, provided, however, that before either bridge is constructed a plan showing the proposed location of that bridge and the type of construction shall first be submitted to and approved by a 2/3 vote of the Board of Directors of Countryside Lake Association.

Section 5. It is hereby covenanted and agreed by and between the parties hereto that the following covenants and restrictions are and shall apply to all the land embraced within said Land Area (excepting that part heretofore referred to as Shore Area and Lake Area) and said covenants and restrictions shall be binding upon the parties hereto and their successors in title to each construed as covenants running with the land, to-wit:

(a) Said Land Area (excepting that part heretofore referred to as Shore Area and Lake Area) shall be used solely for residential purposes and other purposes and uses consistent with and not objectionable to a purely residential community such as residential dwellings, religious and educational institutions, golf courses and club houses, town, riding, and country clubs of a strictly recreational nature and not operated for profit, and said premises shall not be used for industrial, manufacturing, merchandising or commercial purposes.

(b) Not more than one dwelling house and necessary out-buildings shall be constructed on each acre of said premises.

(c) No dwelling house shall be less than 2,500 square feet exclusive of garage and basement areas.

(d) No residence or other dwelling shall be constructed within seventy-five (75) feet of said Shore Area.

(e) No residence or other building shall be constructed closer to the center line of any of the public highways or private roadways described in Exhibit 4 (Amended as of June 27, 1980) hereof than the total width of such abutting public highway or private roadway.

The restrictions set out in sub-paragraphs (b), (d) and (e) of this section shall not apply to either of said two islands.

All lots within the Association shall be in conformity with the one acre requirement, although it is recognized that a portion of the property previously considered in determining overall lot size may now be required to be dedicated for street purposes. Therefore, for the purposes of determining the one acre lot requirement of section 5(b) a membership in the Association, ownership of a subdivision lot of at least 40,000 square feet shall be deemed to include one-half of any adjacent street dedicated for public use.

Section 6. The undersigned do hereby grant to the Public Service Company of Northern Illinois and to the Illinois Bell Telephone Company and to their successors and assigns an easement for the extension of their respective electric and telephone lines upon, over, under, in and across all public highways, through or adjoining said Land Area and upon, over, under, in and across the private roadways described in Exhibit 4 (Amended June 27, 1980) hereof, together with the right to install poles and necessary equipment thereon, provided that upon any such highway or private roadway only one set of poles shall be installed, and the undersigned further grants unto Public Service Company of Northern Illinois an easement in perpetuity for the installation, maintenance, and operation of gas mains under the surface of any and all public highways crossing or abutting said Land Area and underneath the surface of said private roadways described in said Exhibit 4 (Amended June 27, 1980).

Section 7. The undersigned hereby give, grant and convey to each other and to their respective successors in title and to all persons who may hereafter be the owner or lessee of any acre of land in said Land Area and to their heirs, agents, servants, and guests from time to time and at all times hereafter, at his or their will and pleasure an easement in perpetuity to go, return, pass and repass, with or without horses, automobiles or other means of conveyance, in, through, upon, along, over and across all of the so-called Private Roadways described in Exhibit 4 (Amended June 27, 1980) hereof. It is further agreed that no fences or other obstructions shall be placed in or upon said Private Roadways other than gates at the intersection of any Private Roadway with a public highway.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.