Amended Bylaw-Final 6252012

7/31/2019 Amended Bylaw-Final 6252012

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The Townes at Remington Pointe 6-25-2012 1

BYLAWSOF

THE TOWNES AT REMINGTON POINTE CONDOMINIUM ASSOCIATION

ARTICLE I

GENERAL PROVISIONS

The Association is responsible for the overall administration of the Property through itsduly elected Board. Whether or not incorporated, the Association shall have such powers, notinconsistent with the Act, as are now or may hereafter be granted by the General Not-For-ProfitCorporation Act of the State of Illinois. The Association shall have and exercise all powersnecessary or convenient to effect any or all of the purposes for which the Association isorganized and to do every other act not inconsistent with law which may be appropriate to

promote and attain the purposes set forth in the Act or the Condominium Instruments.

ARTICLE II

MEMBERS

Section 1. Classes of Members, Membership, and Termination Thereof. The Associationshall have one class of Members. The designation of such class and the qualifications of theMembers of such class shall be as follows:

Each Unit Owner shall be a member of the Association, which membership shall

terminate upon the sale or other disposition of such Members Unit, at which time the new UnitOwner shall automatically become a member of the Association. Such termination shall notrelieve or release any such former Unit Owner from any liability or obligation incurred under orin any way connected with the condominium or the Association, during the period of suchownership and membership in the Association. Furthermore, such termination shall not impairany rights or remedies which the Board or others may have against such former Unit ownerarising from, or in any way connected with, such ownership and membership and the covenantsand obligations incident thereto. No certificates of stock or other certificates evidencingmembership shall be issued by the Association.

Section 2. Votes and Voting Rights. a) There shall be one person with respect to each

Unit Ownership who shall be entitled to vote at any meeting of the Unit owners. Such VotingMembers shall be Owners of a Unit Ownership or may be some person designated by such UnitOwners to act as proxy on their or their behalf and in writing to the Board and shall be revocableat any time by actual notice to the Board of the death or judicially declared incompetence of anydesignator, or by written notice to the Board by the Unit Owner or Unit Owners. Any or all UnitOwners of a Unit Ownership, and their designee, if any, may be present at any meeting of theVoting members, but only the Voting Member of the Unit Ownership may vote or take any otheraction as a Voting Member either in person or by proxy. The total number of votes of all VotingMembers shall be 100, and each Unit Owner or group of Unit Owners shall be entitled to thenumber of votes equal to the total of the percentage of ownership in the Common Elements


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applicable to their or their Unit Ownership as set forth in Exhibit C. The Declarant shall bedeemed the Unit Owner of any Unit identified in Exhibit C that has not previously been sold byDeclarant or Developer, irrespective of whether such Unit or Units have been constructed. In

addition, Declarant shall designate the Voting Member with respect to any Unit Ownershipowned by Declarant. The Association shall have one class of membership only and nothingcontained in these Condominium Instruments shall permit or allow different classes ofmembership among the Unit Owners.

In the event that errors are found and/or demonstrated in the recorded Exhibit C,the Members of the association may propose and vote to employ an alternative percentagevalue determined to be equitably fair and adopted by the majority of homeowners voting inperson or by proxy, where at least a quorum of votes are cast, by secret ballot or show ofhands provided no more than one vote per unit is cast, on any issues that the Membershave the right to vote, and in compliance with any applicable laws. The conditional voting

percentage alternative is only valid for the business(es) at hand at that meeting and isequally binding, until a formal amendment to the Declaration with a corrected Exhibit Ccan be filed.

(b) Any specified percentage of the members, whether majority or otherwise,for purposes of voting or for any other purpose, wherever provided in the Bylaws, shall meansuch percentage of the total number of votes hereinabove set forth. Such percentage shall becomputed in the same manner as is a specified percentage of the Unit Owners of theCondominium as provided in the Declaration; provided, however, that after the initial Boardelection by Voting Members, if 30% or fewer of the Units, by number, possess over 50% in theaggregate of the votes as provided herein, any percentage vote of the members specified herein

or in the Declaration shall require the specified percentage by number of Units rather than bypercentage of interest in the Common Elements allocated to Units that would otherwise beapplicable.

Section 3. Transfer of Membership. Membership in this Association is not transferableor assignable, except as provided in Article II, Section 1 hereof.

ARTICLE III

MEETINGS OF MEMBERS

Section 1. Annual Meeting. The initial meeting of the Voting Members shall be heldupon written notice, not less than twenty-one (21) days or more than thirty (30) days given by theDeclarant or Developer. Such written notice may be given at any time not later than sixty (60)days after the conveyance by the Declarant of seventy-five percent (75%) of the Units, or three(3) years after the recording of the Declaration or the most recent amendment thereto, whicheveris earlier; provided however, (i) the words 75% of the Units as used in the preceding clause ofthis sentence shall mean 75% of the sum of the Units listed on Exhibit C attached hereto plusall of the Units which Developer contemplates constructing on the Additional Land and addingto the Property pursuant to one or more Amendments to Condominium Declaration described inArticle XV of this Declaration.


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(a) After the initial turnover, all subsequent Annual meetings of the Members shall

occur within 5 days of the original turnover date.

(b) At any meeting of the Members with a quorum present, any member can presenta motion to put a vote the replacement of the generally authorized Chair in favorof an alternate Chair Person, or the default Vice President, if they believe it is inthe best interest of the Association. If the motion is seconded, the Associationshall give the members the opportunity to vote by one vote per unit, by show ofhands, by ballot or any other generally acceptable means. A majority vote canalso nominate and designate whomever they feel should Chair the meeting.

Section 2. Special Meetings. Special meetings of the Voting Members may be called atany time for the purpose of considering matters which, by the terms of this Declaration, require

the approval of all or some of the Voting Members, or for any other reasonable purpose, Saidmeetings shall be called by written notice, authorized by a majority of the Board, or by theVoting Members having one-fifth (1/5) of the total votes and delivered not less than ten (10)days or more than thirty (30) days prior to the date fixed for said meeting. The notices shallspecify the date, time, and place of the meeting and the matters to be considered. Matters to besubmitted to the Board, at least ten (10) days prior to the special meeting, who shall then submitthe matters to the Voting Members and be responsible for submitting notice and copies to anymembers not living on the premises, as noted in the Association records.

Section 3. Place and Time of Meeting. All meetings of the members shall take place at8:00 P.M. in some section of the Property designated by the person or persons calling the

meeting, or at such other reasonable place or time designated by the Board or the person orpersons calling the meeting.

Section 4. Notice of Meetings. Written or printed notice stating the purpose, place, dayand hour of any meeting of members shall be mailed or delivered to each member entitled tovote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of suchmeeting, by or at the direction of the President or the Secretary, or the officer or persons callingthe meeting, except that notice of the first annual meeting of the members shall be given to themembers at least twenty-one (21) days prior thereto. The notice of a meeting shall be deemedmailed when deposited in the United States mail addressed to the member at his address as itappears on the records of the Association, with proper postage thereon prepaid.

Section 5. Quorum. The members present at a meeting in person or by proxy, holding20% of the votes which may be cast at any meeting, shall constitute a quorum at such meeting.If a quorum is not present at the commencement of any meeting of members, the meeting shallbe adjourned and may only be called again in accordance with the provisions of these Bylaws.

On any matters that a member of the Association is allowed to vote can beconducted by electronic means or mail, in compliance with recently outlined Illinois laws,provided that the matter is given notice of more than ten (10) days; the voting remain openfor at least five (5) days, and the votes cast and duly witnessed by a Board Member and by


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a signed affidavit and constitutes a binding majority vote, or any percentage as is otherwisespecified herein, Section 7.

Section 6. Proxies. At any meeting of members, a member entitled to vote may voteeither in person or by proxy executed in writing by the member of for their duly authorizedattorney-in-fact. No proxy shall be valid after eleven months from the date of its execution.Every proxy must bear the date of its execution. Each proxy must permit a Member to express apreference for any qualified candidate for any election.

Section 7. Manner of Acting. Except as set forth below and except as otherwise requiredby the Declaration or the Act, any action to be taken at any meeting of the members at which aquorum is present shall be upon the affirmative vote of more than 50% of the memberrepresented at such meeting. The following matters shall require the affirmative vote of 66 2/3%or more of all the Unit Owners at a meeting duly called for that purpose:

a) Merger or consolidation of the Association;

b) Sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all,of the property and assets of the Association; or

c) The purchase and sale of land or Units on behalf of the Unit Owners.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. In General. The affairs of the Association shall be managed by its Boardwhich shall act as the Board of Managers of the Condominium as proved in the Act and theDeclaration.

Section 2. Number, Tenure and Qualifications. The number of members of theDeveloper appointed Board shall be three. The number of members of the Member-electedBoard shall be five. Until the date of the first annual meeting of the members as hereinaboveprovided, the members of the Board shall be the directors named in the Articles of Incorporationof the Association, if the Association has incorporated; otherwise, the members of the Boardshall be as appointed or removed by the Developer. Such members of the Board shall hold office

until the first annual meeting of the members. Commencing with the date of the first annualmeeting of the members, the members of the Board shall each be elected at large solely by, fromand among, the members. Each member of the Board shall serve for a term of one year and untilsuch members successor shall have been elected and qualified. The Board elected at such firstannual meeting shall be the initial Board, as provided in the Act. Each member of the Boardshall hold office without compensation. Each member of the Board shall be one of the UnitOwners and shall reside on the Property. In the event a member of the Association is acorporation, partnership, trust or other legal entity other than a natural person or persons, thenany shareholder, officer or director of such corporation, partner of such partnership, beneficiaryor individual trustee of such trust, or manager of such other legal entity, may be eligible to serve


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as a member of the Board, provided such person must reside on the Property unless he is a BoardMember nominated by the Developer. Notwithstanding the above, only one person from eachUnit may be a member of the Board. A member of the board may succeed himself in office. If a

Unit Owner owns more than one Unit and is a corporation, partnership, trust or other legal entity,other than a natural person, then any number of agents or beneficiaries of such Unit Owner maybe directors, provided that the number of such Unit Owners agents or beneficiaries who becomedirectors reside on the Property. The elected Board member should provide by posting ormailing a brief resume style outline of at least 3 current and/or past employers and shallinclude some educational background within thirty (30) days of being elected. Anydiscovery of undisclosed past criminal history may disqualify an Officer from remaining onthe Board. If a Director fails to meet such qualifications during their term, he shall thereuponcease to be a Director, and their place on the Board shall be deemed vacant.

Section 3. Election. At the initial meeting the Voting Members shall elect five (5) Board

Members. In all elections for members of the Board, each Voting member shall be entitled tocumulate their votes in the manner provided by law and the candidate receiving the highestnumber of votes with respect to the number of officers to be filled shall be deemed to be elected.Members of the Board elected at the initial meeting shall serve until the first annual meeting.Five (5) persons receiving the highest number of votes at the first annual meeting shall be electedto the Board for a term of one (1) year. Upon the expiration of the terms of office of the Boardmembers so elected at the first annual meeting and thereafter, successors shall be elected for aterm of one (1) year each. No member of the Board or officer shall be elected for a term of morethan one (1) year but officers and board members may succeed themselves. The votingMembers having at least two-thirds (2/3) of the total votes may from time to time increase ordecrease the term of office of Board members at any annual or special meeting, provided,

provided that such number shall not be less than five (5) and that the terms of at least one-third(1/3) of the persons on the Board shall expire annually. Members of the Board shall receive nocompensation for their services, unless expressly authorized by the Board with the approval ofVoting Members having two-thirds (2/3) of the total votes. Vacancies in the Board, includingvacancies due to any increase in the number of persons on the Board, shall be filled by theVoting Members present at the next annual meeting or at a special meeting called for suchpurpose. Except as otherwise provided in the Declaration, the Property shall be managed by theBoard and the Board shall act by majority vote of those present at its meetings when a quorumexists. A majority of the total number of the members of the board shall constitute a quorum.Meetings of the Board may be called, held and conducted in accordance with such resolutions asthe board may adopt.

Section 4. Regular Meetings. A regular annual meeting of the Board shall be heldimmediately after, and at the same place as, the annual meeting of members. The Board shall, byregulations which the Board may, from time to time adopt, provide the time and place for theholding of additional regular meetings of the Board, provided that the Board shall meet at leastfour times per year.


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next annual meeting of the members; provided that if a petition is filed with the Board signed bymembers holding 20% of the votes of the Association requesting a special meeting of themembers to fill the vacancy for the balance of the unexpired term of office of their predecessor,

the term of the member so elected by the Board shall terminate 30 days after the filing of thepetition and a meeting of the members for the purpose of filling such vacancy for such unexpiredterm shall be called no later than 30 days following the filing of such petition. Members of theBoard, including those appointed by the Developer, may resign at any time by writtenresignation delivered or mailed to any officer of the Association, which resignation shall beeffective upon receipt of said resignation. If, as a result of the death, removal or resignation of amember of the Board, no member of the Board remains in office, a special meeting of membersmay be called to fill all vacancies for the unexpired terms of the members of the Board.

Section 10. Removal. From and after the date of the first annual meeting of the members,any member of the Board may be removed from office by the affirmative vote of 66 2/3% of all

the members of the Association at a special meeting called for such purpose. A successor to fillthe unexpired term of a Board Member removed may be elected by the Voting Members at thesame meeting or any subsequent annual meeting or special meeting called for that purpose.

Section 11. Adoption of Rules and Regulations. All rules and regulations, oramendments thereto, shall be adopted by the Board after a meeting of the members called for thespecific purpose of discussing the proposed rules and regulations, notice of which contains thefull text of the proposed rules and regulations, which rules and regulations conform to therequirements of the Act and the Declaration and these Bylaws. No rules or regulations mayimpair any rights guaranteed by the First Amendment to the Constitution of the United States orSection 4 of Article I of the Illinois Constitution. Such rules and regulations shall be effective

sixty (60) days after their adoption, provided that the members may veto the rule or regulation, inwhole or in part at any time with proper given notice as stated in Article III Section 4, at aspecial meeting of the members called for such purpose, and held before the effective date of the

rule or regulation, by a vote of 75% of all the members of the Association. by a member vote toreject any objectionable notified component(s) with 66 2/3 percent of those voting to rejectwhere a quorum of votes are cast.

Section 12. Open Meetings. All meetings of the Board, whether regular or special, shallbe open to the members of the Association and their tenants, guests or agents, except formeetings:

(a) to discuss litigation when an action against or on behalf of the Association has beenfiled and is pending in a court or administrative tribunal, or when the Board finds thatsuch an action is probable or imminent;

(b) to consider information regarding appointment, employment or dismissal of anemployee; or

(c) to discuss violations of rules and regulations of the Association or a Members unpaidshare of Common Expenses.

Any vote on the above matters shall be taken at a meeting or portion thereof open to anymember. Any member may record the proceedings at meetings required to be open by the Act or


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these Bylaws by tape, film, or other means, subject to reasonable rules and regulations prescribedby the Board to govern the right to make such recordings.

Notice to the Associations members prior to executing any contracts or enteringany commitments valued over $1,000 on behalf of the association shall be given at least 20days before ratifying at an open meeting, and members shall have at least 10 days and upuntil the scheduled meeting to inquire, reject or contest any such commitment. If morethan 40% of the homeowners reject the expenditure within this process, the board willrequire a unanimous vote of the board to proceed with the contract.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Association shall be a President, one or moreVic-Presidents (the number thereof to be determined by the Board). A Treasurer and a Secretary.

Section 2. Election and Term of Office. The officers of the Association shall be electedannually by the Board at the regular annual meeting of the Board, from among the members ofthe Association provided the President must also be a member of the Board. If the election ofthe officers shall not be held at such meeting, such election shall be held as soon thereafter asconveniently may be possible, within the same month. Vacancies may be filled or new officescreated and filled at any meeting of the Board. Each officer shall hold office until their successorshall have been duly elected and shall have qualified. Officers may succeed themselves in

office. Officers shall serve without compensation.

Section 3. Removal. Any officer elected by the Board may be removed by a majorityvote of the members of the Board.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal,disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of theAssociation and shall in general supervise and control all of the business and affairs of theAssociation. He shall preside at all meetings of the members and of the Board. He may sign,

with the Secretary or any other proper officer of the Association authorized by the Board, anydeeds, mortgages, contracts, or other instruments which the Board has authorized to be executedand any amendments to the Declaration or Plat as provided in the Act, and , in general, shallperform all duties incident o the office of the president and such other duties as may beprescribed by the Board from time to time.

Section 6. Vice-President. In the absence of the President or in the event of their inabilityor refusal to act,or deemed unfit to perform any specified duty by a quorum of the board ora petition of 20% of the homeowners, the Vice-President (or in the event there be more thanone Vice-President, the Vice President, in order of their election) shall perform the duties of the


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President, and when so acting, shall have all the powers of, and be subject to all the restrictionsupon, the President. Any Vice-President shall perform such other duties as from time to timemay be assigned by the President or by the Board.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsiblefor all funds and securities of the Association: keep the financial records and books of account;receive and give receipts for moneys due and payable to the Association from any sourcewhatsoever, and deposit all such moneys in the name of the Association in such banks, trustcompanies or other depositaries as shall be selected in accordance with the provisions of ArticleVII of these Bylaws; and in general perform all the duties incident to the office of Treasurer andsuch other duties as from time to time may be assigned to him by the President or by the Board.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of themembers and of the Board in one or more books provided for that purpose; see that all notices

are mailed in accordance with the provisions of these Bylaws or as required by law; receive allnotices on behalf of the Association and together with the President, execute on behalf of theAssociation amendments to Condominium Instruments and other documents as required orpermitted by the Declaration, these Bylaws or the Act; be custodian of the records and, ifincorporated, of the seal of the Association and, if the Association is incorporated, see that theseal of the Association is affixed to all documents, the execution of which on behalf of theAssociation under its seal is duly authorized in accordance with the provisions of these Bylaws;and in general perform all duties incident to the office of Secretary and such other duties as fromtime to time may be assigned to him by the President or by the Board.

The secretary will also be tasked with keeping record of all minutes and decisions,

and posting them in an accepted and known manner or location so that all homeowners canchoose to be informed will know where to look.

ARTICLE VI

POWERS AND DUTIES OF THE ASSOCIATION AND BOARD

Section 1. General Duties, Powers, Etc. of the Board. The Board shall exercise for theAssociation all powers, duties and authority vested in the Association by the Act and theCondominium Instruments, including but not limited to the following:

(a) Operation, care, upkeep, maintenance, replacement, and improvement of theCommon Elements (except the Limited Common Elements), the driveways andsidewalks serving the Units;

(b) Preparation, adoption and distribution of the annual budget for the Property;

(c) Levying of assessments;

(d) Collection of assessments from Unit Owners;


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(e) Employment and dismissal of the personnel necessary or advisable for themaintenance and operation of the Common Elements;

(f) Obtaining adequate and appropriate kinds of insurance;

(g) Owning, conveying, encumbering, leasing, and otherwise dealing with Unitsconveyed to or purchased by it;

(h) Adoption and amendment of rules and regulations covering the details of theoperation and use of the Property;

(i) Keeping of detailed, accurate records of the receipts and expenditures affectingthe use and operation of the Property;

(j) Having access to each Unit, from time to time, as may be necessary for themaintenance, repair or replacement of any Common Elements therein oraccessible therefrom, or for making emergency repairs therein necessary toprevent damage to the Common Elements or to another Unit of Units. Such entryshall be made with as little inconvenience to the Unit Owner or Occupant aspracticable, and any damage caused thereby shall be repaired by the Board as aCommon expense;

(k) Borrowing money at such rates of interest as it may determine; issuing its notes,bonds and other obligations to evidence such borrowing; and securing any of itsobligations by making a mortgage or giving a security interest in all or any of its

property or income, provided if such mortgage or security interest encumbers allof substantially all of the assets of the Association, the approval of the membersshall first be obtained pursuant to Article III, Section 7, of these Bylaws;

(l) Paying real estate property taxes, special assessments, and any other special taxesor charges of the State of Illinois or of any political subdivision thereof, or otherlawful taxing or assessing body, which are authorized by law to be assessed andlevied upon real property of the condominium (other than assessments on Unitsnot owned by the Association);

(m) Imposing charges for late payments of a Unit Owners proportionate share of theCommon Expense, or any other expenses lawfully agreed upon, and after notice

and an opportunity to be heard, levying reasonable fines for violation of theDeclaration, Bylaws, and rules and regulations of the Association.

(n) Assigning its rights to future income, including the right to receive CommonExpense assessments;

(o) Recording the dedication of a portion of the Common Elements to a public bodyfor use, as, or in connection with, a street or utility where authorized by theMembers under the Act;


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(p) Recording the granting of an easement for the laying of cable television cablewhere authorized by the members under the provisions of Section 14.3 of the Act;

(q) May adopt such reasonable rules and regulations, not inconsistent herewith, as itmay deem advisable for the maintenance, administration, management, operation,use, conservation and beautification of the Property, and for the health, comfort,safety and general welfare of the Unit Owners and Occupants of the Property.Written notice of such rules and regulations shall be given to all Unit Owners andOccupants and the entire Property shall at all times be maintained subject to suchrules and regulations.

In the performance of their duties, the officers and members of the Board shall exercise,whether appointed by the Developer of elected by the Members, the care required of a fiduciaryof the Members. Such fiduciary duty notwithstanding, the Developer appointed Board shall be

presumed to act for the reasonable benefit of the Association until the date of the initial electionof the Board by the Voting Members, and the actions of such Developer appointed Board shallbe presumed valid.

The primary fiduciary duty due to the homeowners is to listen, and represent thevoice of the majority, even if it conflicts with a board members own ideas, and to be open,respectful and honest to the members while complying with all statutes and instruments inacting on behalf of the Association in all it affairs.

The principles of checks and balances, separation of powers, etc. are part of selfregulation to provide controls from abuse, and create the balance. There are at least three

areas for checks and balances and separation of powers that the Association may create forindependent committees of the members with well defined check and balanceresponsibilities, such as:

Legislative Committee Responsibility for ensuring that the governing documentsare kept up to date and must use best practice. Independent report to members atleast annually including oversight of the board in its obligation to adhere to the lawand the governing documents.

Audit Committee Responsibility for reporting on the effectiveness of businesspractices including accounting methods and the accuracy and completeness of thefinancial information presented to members. Adherence to the oath of office should

be one of the processes that is audited. Careful attention to the Preservation(reserve) funds is essential. The Independent report to members at least annuallyincluding oversight of the board in its obligation to use best practices and adhere tosame.

Violation Review Panel Responsibility for association decisions on violations withbenefit of the doubt given to the owner/member. The board and/or management hasthe obligation to present factual information of the alleged violation. This panelprevents the board from being judge, jury and executioner.


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Section 2. Specific Powers and Duties. (a) Anything herein contained to the contrarynotwithstanding, the Board shall have the power.

(a) To engage the services of a manager or managing agent, who may be any person,firm or corporation, upon such terms and compensation as the Association deems fit,and to remove such manager or managing agent at any time, provided any agreementwith such manager or managing agent shall extend for not more than three years andmust be terminable by either party to such agreement without cause and withoutpayment of a termination fee, upon ninety (90) days or less prior written notice, andthirty (30) days or less prior written notice with cause.

(b) To engage the services of any person (including, but not limited to, accountants andattorneys) deemed necessary by the Association at such compensation as is deemedreasonable by the Association, in the operation, repair, maintenance and management

of the Property, or in connection with any duty, responsibility or right of theAssociation and to remove, at any time, any such personnel;

(c) To establish or maintain one or more bank accounts for the deposit of any funds paidto, or received by, the Association.

(d) To invest any funds of the Association in certificates of deposits, money marketfunds, or comparable investments.

(e) Upon authorization of a two-third vote of the members of the Board or by affirmative

vote of not less than a majority of the Unit Owners at a meeting duly called for suchpurpose, the Board acting on behalf of all Unit Owners shall have the power to seekrelief from or in connection with the assessment or levy of any real estate taxes,special assessments and any special taxes or charges of the State of Illinois or anypolitical subdivision thereof, or of any lawful taxing or assessing body, which areauthorized by law to be assessed and levied on real property, and to charge andcollect all expenses incurred in connection therewith as Common Expenses.

(f) The Board will evaluate and determine if a limit on the percentage of units thatcan be used as rental or lease property should be adopted and monitor that rentalagreements comply with established standards. This power shall not affect any

current owners who shall be deemed as grand fathered.

(g) The Board can create committees or be obliged by the petition of 1/5 of all thehomeowners. Committees should have a minimum of three and are also bound bythe same open meetings, notice and other expectations provided herein:

(1) Advisory Committees, whose role is purely advisory, with alldecisions reserved to the Board, and has no requirement that aboard member be part of the committee.


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(2) Decision Making Committees, to which the Board can delegatedecision making authority. An architectural committee composed ofmembers with sufficient matching background would be oneexample. Generally, a majority of the committee is a quorum. Thecommittee can contain both Board Members and other persons, butat least two members of the committee must be Board Members andBoard Members must constitute a majority of the committee.

(3) A committee formed by the Board relating to the verifying election,coordination, nomination, qualifications or credentials of directorcandidates or other tasks involved in the process of electing directorsor voting on other matters may be composed entirely of non-directorsand can also be authorized by 5% of the homeowners, without theexpressed authorization of a Board officer as provided in the Illinois

Not for Profit Corporation Act.

Section 3. Authorized Expenditures. The Board shall acquire and make arrangementsfor, and pay for out of the Maintenance Fund, in addition to the manager, managing agent orother personnel above provided for, the following:

(a) Water, waste removal, heating, electricity, telephone or other necessary utility servicefor the Common Elements and such services to the Units as are not separatelymetered or charged to the owners thereof:

(b) Such insurance as the Board is required or permitted to obtain as provided in theDeclaration;

(c) Landscaping, gardening, snow removal, painting, cleaning, tuckpointing,maintenance, decorating, repair and replacement of the Common Elements asdescribed in the Condominium Declaration. Anything in foregoing to the contrarynotwithstanding, and except where the need for repair or replacement is due to the actor omission of a Unit Owner, guest, occupant, family member or pet, the Board shallhave the right, but not obligation, to repair or replace all windows;

(d) To pay for any other materials, supplies, furniture, labor, services, maintenance,

repairs, structural alterations or assessments which the Board is required to secure orpay for pursuant to the terms of this Declaration or Bylaws of which in its opinionshall be necessary or proper for the maintenance and operation of the Property, as afirst class condominium apartment building or for the enforcement of theserestrictions;

(e) Any amount necessary to discharge any mechanics lien or other encumbrance leviedagainst the Property or any part thereof which may in the opinion of the Boardconstitute a lien against the Property or against the Common Elements, rather thanmerely against the interest therein of particular Unit Ownerships. Where one or more


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Unit Owners are responsible for the existence of such lien, they shall be jointly andseverally liable for the cost of discharging it and any costs incurred by the Board byreason of said lien or liens shall be specially assessed to said Unit Owners and shall,

until paid by such Unit Owners, constitute a lien on the Unit Ownerships of such UnitOwners in the Property, which lien may be perfected and foreclosed in the mannerprovided in Section 9 of the Act with respect to liens for failure to pay a share of theCommon Expenses;

(f) Maintenance and repair of any Unit or any other portion of the Property which a UnitOwner is obligated to maintain or repair under the terms hereof, if such maintenanceor repair is necessary, in the discretion of the Board, to protect Common Elements, orany other portion of the Property, and the owner of said Unit has failed or refused toperform said maintenance or repair within a reasonable time after written notice ofthe necessity of said maintenance or repair is delivered by the Board to said Unit

Owner; provided that the Board shall levy a special assessment against such Unit forthe cost of said maintenance or repair and the amount of such assessment shallconstitute a lien on the interest of such Unit Owner in the Property, which lien may beperfected and foreclosed in the manner provided in Section 9 of the Act with respectto liens for failure to pay a share of the Common Expenses; and

(g) Maintenance and repair (including payment of real estate taxes and commonexpenses) with respect to any Unit owned by the Association.

All expenses, charges and costs of the maintenance, repair or replacement of theCommons Elements, and any other expenses, charges or costs which the Association may incur

or expend pursuant hereto, shall be approved by the Association, and a written memorandumthereof prepared and signed by the treasurer. There shall be no structural alterations, capitaladditions to, or capital improvements on, the Common Elements (other than for purposes ofrepairing, replacing and restoring portions of the Common Elements and as specified in Section12) requiring an expenditure in excess of Twenty-Five Thousand Dollars ($25,000.00) TenThousand Dollars ($10,000) without the prior approval ofthe majority affirmative vote 662/3 percent of all Unit Owners, unless such expenditure is required in response to an emergency[as defined in Section 18(a)(8)(iv) of the Act], in which case neither notice or vote of theMembers shall be required to the extent provided in the Act. Nothing hereinabove contained inArticle VI shall be construed to give the Board, Association or Unit Owners authority to conductan active business for profit in behalf of all Unit Owners or any of them.

Section 4. Annual Budget. (a) Each year on or before November 1st, the Board shall

estimate the annual budget of Common Expenses (the Annual Budget) including: The totalamount required for the cost of wages, materials, insurance, services and supplies which will berequiring during the ensuing calendar year for the rendering of all services, together with areasonable amount considered by the Board to be necessary for a reserve for contingencies andreplacements, capital expenditures, repairs, payment of taxes, all anticipated assessments andincome and each Unit Owners proposed Common Expenses assessment. Each Unit Owner shallreceive at least thirty (30) days prior to the adoption thereof by the Board, a copy of the proposedannual budget; the annual budget shall also take into account the estimated net available cash


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income for the year from the operation or use of the Common Elements, if any. The estimatedannual budget shall be assessed to the Unit Owners according to each Unit Owners percentageof ownership in the Common Elements as set forth in Exhibit C attached hereto. Each Unit

owner shall receive notice in the same manner as is provided in this Declaration of membershipmeetings, of any meeting of the Board concerning the adoption of the proposed annual budget orany increase, or establishment of an assessment; unless a written waiver of such notice is signedby the person or persons entitles to such notice before the meeting is convened. On or beforeJanuary 1, of the ensuing year, and the first of each and every month of said year, said UnitOwner jointly and severally shall be personally liable for and obligated to pay to the Board or asit may direct one-twelfth (1/12th) of the assessment against their Unit Ownership made pursuantto this section. On or before April 1 of each calendar year following the year in which the initialmeeting is held, the Board shall supply to all Unit Owners an itemized accounting of thecommon expenses for the preceding year annually incurred and paid, together with a tabulationof the amounts collected pursuant to the budget or assessments, and showing the net excess or

deficit of income over expenditures plus Reserves. Any amount accumulated in excess of theamount required for actual expenses and Reserves shall be credited according to such UnitOwners percentage of ownership in the Common Elements to the next monthly installments duefrom the Unit Owners under the current year estimate, until exhausted, and any net shortage shallbe added according to each Unit Owners percentage of ownership in the Common Elements tothe installments due in the succeeding six (6) months after rendering of the accounting.

The failure or delay of the Association to prepare or serve the annual or adjusted budgeton the Unit Owners shall not constitute a waiver or release in any manner of the Unit Ownersobligation to pay the maintenance and other costs and necessary Reserves, as herein provided,whenever the same shall be determined, and in the absence of any annual or adjusted budget, the

Unit Owners shall continue to pay the monthly assessment charges at the then existing monthlyrate established for the previous period until the monthly assessment payment which is due morethan ten (10) days after such new annual or adjusted budget shall have been mailed.

(c) If an adopted Annual Budget requires assessments against the Unit Owners in anyfiscal year exceeding 115% of the assessments for the preceding year, the Board, upon writtenpetition by Unit Owners with 20% of the votes of the Association filed within 14 days of theBoard action, shall call a Special Meeting of the Unit Owners within 30 days of the date of filingof the petition to consider the Annual Budget. Unless a majority of the votes of the Unit Ownersare cast to reject the Annual Budget at the Special Meeting, the Annual Budget is ratified,whether or not there is a quorum present; upon a majority vote to reject the Annual Budget, it

shall be repealed. In determining whether assessments exceed 115% of similar assessments inthe preceding year, any authorized provisions for reasonable Reserves for repair or replacementof the Common Elements, and anticipated expenses by the Association which are not anticipatedto be incurred on a regular or annual basis, shall be excluded from the computation.

Section 5. Initial Estimate of Annual Budget. When the first Board elected or appointedhereunder takes office it shall determine the estimated annual budget as hereinabove defined,for the period commencing thirty (30) days after said election and ending December 31st of thecalendar year in which said election occurs. Assessments shall be levied against the UnitOwners during said period as provided in Section 1 of this Article.


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Section 6. Use of Funds. All funds collected hereunder shall be held and expended forthe purpose designated herein and (except for such special assessments as may be leviedhereunder against less than all the Unit Owners and for such adjustments as may be required to

reflect delinquent or prepaid assessments) shall be deemed to be held for the benefit, use andaccount of all the Unit Owners in the percentage set forth in Exhibit C. Notwithstanding theforegoing, unless otherwise determined by the Association, all assessments, special assessmentsand other expenses required to be paid by any Unit Owner hereunder shall be paid by UnitOwners directly to the Association, along with such funds owed by a Unit Owner to the MasterAssociation pursuant to the Master Declaration, and upon receipt, the Association shall pay tothe Master Association the Master Associations share of all assessments. Notwithstanding anyprovision contained in Article VI herein, the Board of the Master Association may request andassign to the Association, as its agent, the right and duty to enforce the collection of anydelinquent amounts due the Master Association.

Section 7. Insurance. Anything herein or in the Declaration to the contrarynotwithstanding, the Association may charge fewer than all Unit Owners such portion of theinsurance premium for insurance the Association is required or permitted to obtain which reflectsincreased charges for coverage on the Units owned by such Unit Owners, on such reasonablebasis as the Association shall determine. Such charge shall be considered a Common Expensewith respect to the Units owned by such Unit Owners for all purposes herein and under theDeclaration.

Section 8. Annual Accounting. On or before the 1st

day of April of each calendar yearcommencing 2006, the Association shall supply to all Unit Owners an itemized accounting of theCommon Expenses for the preceding calendar year actually incurred and paid together with an

indication of which portions were for Reserves, capital expenditures, repairs, or payments of realestate taxes, and with a tabulation of the amounts collected pursuant to the budget or assessment,and showing the net excess or deficit of income over expenditures plus Reserves. Upon thewritten request of any of FHLMC, FNMA, HUD, or VA, the Association shall prepare andfurnish within a reasonable time an audited financial statement of the Association for thepreceding calendar year. Any amount accumulated in excess of the amount required for actualexpenses and Reserves shall be credited according to each Unit Owners percentage ofownership in the Common Elements to the next monthly installments due from Unit Ownersunder the current years Annual Budget, until exhausted, any net shortage shall be added,according to each Unit Owners percentage of ownership[ of the Common Elements, to theinstallments due in the succeeding six months after rendering of the accounting.

Section 9. Reserves. The Association may build up and maintain a reasonable Reservefor operations, contingencies and replacement. To establish such Reserve, the Developer shallcollect from each Unit Owner upon conveyance of a Unit to such Unit Owner, an amount equalto two months assessments and pay such amount into the Associations Reserve. Extraordinaryexpenditures or non-recurring Common Expenses, any Common Expense not set forth in thebudget as adopted, and any increase in assessments not originally included in the Annual Budgetwhich may become necessary during the year shall be charged first against such Reserve. Inaddition, the Association shall have the right to segregate all or any portion of the Reserve for


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any specific replacement or contingency upon such conditions as the Association deemsappropriate.

Section 10. Special Assessments. If said annual Budget proves inadequate for any reason,including nonpayment of any Unit Owners assessment, or any non-recurring Common Expenseor any Common Expense not set forth in the Annual Budget as adopted, the Board may at anytime levy a further assessment, which shall be assessed to the Unit Owners according to eachUnit Owners percentage of ownership in the Common Elements, and which may be payable inone slump sum or such installments as the Board may determine. The Board shall serve noticeas such further assessments on all Unit Owners (as provided in Section 4, Article III of theBylaws) by a statement in writing giving the amount and reasons therefor, and such furtherassessment shall become effective and shall be payable at such time or time as determined by theBoard, provided, however, that in the event such further assessment with respect to any Unitexceeds the greater of five (5) times such Units most recent monthly installment of Common

Expenses or $300, such further assessment for all Units shall not be effective until approved by66 2/3% of the Unit Owners at a meeting of Unit Owners duly called for such purpose. All UnitOwners shall be obligated to pay further assessment.

Section 11. Books of Account, Default, Statement of Account. (a) The Board shall keepfull and correct books of accounting in chronological order of receipt and expenditures affectingthe Common Elements, specifying and itemizing the maintenance and repair expenses of theCommon Elements and any other expenses incurred. Such records and the vouchers authorizingthe payment shall be available for inspection by any Unit Owner duly authorized in writing, atsuch reasonable time or times during normal business hours as may be requested by the UnitOwner. Upon ten (10) days notice to the Board and payment of a reasonable fee, any Unit owner

shall be furnished a statement of their account setting forth the amount of any unpaidassessments or other charges due owing from such Unit Owner. All mortgages of the Units andthe Board of the Master Association shall have the right to inspect the books at reasonable timeor times during normal business hours.

(b) If a Unit Owner is in default in the monthly payment of the aforesaid charges orassessments for thirty (30) days, the Association may assess a service charge of 4% of thebalance of the aforesaid charges and assessments for each month, or part thereof, that saidbalance, or any part thereof remains unpaid. The Association may bring suit for and on behalf ofitself and as a representative of all Unit Owners, to enforce collection thereof or to foreclose thelien therefore as provided by law; and there shall be added to the amount due, all fees and costs

incurred as a result of such enforcement, including without limitation court costs, reasonableattorneys fees, expert witness fees, investigator fees, court reporter fees, customary processingand filing fees, recording fees and all other similar fees and expenses, together with legalinterest, all to be fixed by the Court. In addition, the Association may also take possession ofsuch defaulting Unit Owners interest in the Property and maintain an action for possession ofthe Unit in the manner provided by law. No Unit Owner may waive or otherwise escape liabilityfor the assessment provided for herein by nonuse of the Common Elements or abandonment oftheir Unit. Each such assessment, together with interest costs, and attorneys fees shall also bethe personal obligation of the person who was the Unit Owner at the time the assessment fell


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due. The personal obligation for delinquent assessments shall not pass to successors in title orinterest unless assumed by them, or required by applicable law.

(c) Upon ten (10) days notice to the Association, and the payment of a reasonable feefixed by the Association not to exceed Seventy-Five Dollars ($75.00), any Unit Owner shall befurnished a statement of their account setting forth the amount of any unpaid assessments orother charges due and owing from such Unit Owner.

(d) Nonuse: No Unit Owner may waive or otherwise escape liability for the assessmentsprovided for herein by nonuse of the Common Elements or abandonment of their Unit.

Section 12. Priority of Liens. Any mortgage or Warranty deed owned or held by a FirstMortgagee and recorded prior to the recording or mailing of a notice buy the Association of theamount owing by a Unit Owner who has refused or failed to pay their share of the monthly

assessment when due shall be superior to the lien of such unpaid Common Expenses set forth insaid notice and to all assessments for Common Expenses which become due and are unpaidsubsequent to the date of recording of such first m mortgage or first trust deed. Any FirstMortgagee who comes into possession of a Unit pursuant to the remedies provided in themortgage or trust deed, foreclosure of the mortgage or trust deed or deed (or assignment) in lieuof foreclosure shall not be liable for, and shall take the Unit and its proportionate interest in theCommon Elements free from, claims for unpaid common or special assessments levied by theAssociation which accrue prior to the date of possession as aforesaid.

Section 13. Other Powers and Duties. (a) The Association may number and assign toany Unit Owner the exclusive privilege to use for storage purposes any portion of the Property

designated for such purposes; however, that the Association shall have the right of access to allsuch storage spaces which contain pipes, or other portions of the Common Elements, which theAssociation has the duty or right to maintain, repair or replace. Any such designation by theAssociation shall not thereafter be changed except upon the affirmative vote of majority of theUnit Owners. All property stored in any storage area shall be at the sole risk of the respectiveUnit Owner who has the privilege to use the same and neither the Association nor any other UnitOwner shall be considered a bailee or otherwise responsible therefore.

(b) Nothing herein above contained shall be construed to give the Association authorityto conduct and active business for profit on behalf of all the Unit Owners or any of them.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Agreements, Contracts, Deeds, Leases and Vouchers. All agreements,contracts, deeds, leases, vouchers for payment of expenditures and other instruments shall besigned by such officer or officers, agent or agents of the Board and in such manner as from timeto time shall be determined by written resolution of the Board. In the absence of suchdetermination by the board, such documents shall be signed by the Treasurer and countersignedby the President of the Board.


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Once all provisions in the ByLaws and other instruments are satisfied, Board

members will approve any payments to be made at an open meeting before they are paid,and all checks and contracts shall require the signature of at least two board members.Signing authority shall not be designated to a property manager without the unanimousconsent of the Board.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment ofmoney, notes or other evidences of indebtedness issued in the name of the Association, shall besigned by such officer or officers, agents or agents of the Association and in such manner as shallFrom time to time be determined by resolution of the Association. In the absence of suchdetermination by the Association, such instruments shall be signed by the Treasurer andcountersigned by the President of the Association.

Section 3. Deposits. All funds of the Association shall be deposited from time to time tothe credit of the Association in such banks, trust companies or other depositaries as the Boardmay select.

Section 4. Gifts. The Board may accept on behalf of the Association any contribution,gift, bequest or devise for the general purposes or for any special purpose of the Association.

ARTICLE VIII

BOOKS AND RECORDS

Section 1. Maintaining Books and Records. The Association shall keep correct andcomplete books and records of account and shall also keep minutes of the proceedings of itsmembers, the Board and committees having any of the authority of the Board.

Section 2. Availability for Examination. The manager or Board shall maintain thefollowing records of the Association available for examination and copy at convenient hours ofweekdays by Unit Owners or their mortgages and their duly authorized agents or attorneys andthe Board of the Master Association:

(a) Copies of the recorded Declaration and Bylaws and any amendments, Articles of

Incorporation of the Association if incorporated, annual reports, if incorporated, and any rulesand regulations adopted by the Association or the Board shall be available. Prior to the firstannual meeting of members of the Association, the Developer shall maintain and make availablethe records set forth in this subsection (a) for examination and copying;

(b) Detailed accurate records in chronological order of the receipts and expenditures

affecting the Common Elements, specifying and itemizing the maintenance and repair

expenses of the Common Elements and any other expenses incurred, and copies of all


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contracts, leases, or other agreements entered into by the Association shall be

maintained; and

(c) A record giving the names and addresses of the members entitled to vote.

A reasonable fee may be charged by the Association or its Board for the cost of copying.

ARTICLE IX

FISCAL YEAR

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

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the GeneralNot-For-Profit Corporation Act of Illinois or under the provisions of the articles of incorporationor Bylaws of the Association, or the Declaration, a waiver therof (subject to all the provisions ofsuch instruments) in writing signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adoptedupon the affirmative vote of 66-2/3% of all the members at a regular meeting or any specialmeeting called for such purpose, by recording an instrument in writing setting forth suchalteration, amendment or repeal, which is signed and acknowledged by an authorized member ofthe Board and which contains an affidavit by a officer of the Association certifying that thenecessary affirmative vote of the members of the Association has been obtained.

ARTICLE XII

INDEMNIFACTION

The association shall indemnify any person who was or is a party, or is threatened to bemade a party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than an action by or in the right of theAssociation) by reason of the fact that he is or was a member of the Board or officer of theAssociation, against expenses (including attorneys fees), judgments, fines and amounts paid insettlement actually and reasonable incurred by him in connection with such action, suit or


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proceeding if he acted in good faith and in a manner he reasonably believed to be in, or notopposed to, the best interests of the Association, and, with respect to any criminal action orproceeding, had no reasonable cause to believe their conduct was unlawful. The termination of

any action, suit or proceeding by judgment, order, settlement, convictions, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not actin good faith and in a manner which he reasonably believed to be in or not opposed to the bestinterests of the Association, and, with respect to any criminal action or proceeding, hadreasonable cause to believe that their conduct was unlawful.

The Association may indemnify any person who was or is a party, or is threatened to bemade a party to any threatened, pending or completed action or suit by or in the right of theAssociation to procure a judgment in its favor by reason of the fact that he is or was a member ofthe Board or an officer of the Association against expenses (including attorneys fees) actuallyand reasonable incurred by him in connection with the defense or settlement of such action or

suit, if he acted in good faith and in a manner he reasonable believed to be in, or not opposed to,the best interests of the Association and expect that no indemnification shall be made in respectof any claim, issue or matter as to which such person shall have been adjudged to be liable fornegligence or misconduct in the performance of their duty to the Association, unless, and only tothe extent that the court in which such action or suit was brought shall determine uponapplication that, despite the adjudication of liability, but in view of all the circumstances of thecase, such person is fairly and reasonable entitled to indemnity for such expenses, as the courtshall deem proper.

To the extent that a member of the Board or officer of the Association has beensuccessful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to

in the foregoing two paragraphs, or in defense of any claim, issue or matter therein, he shall beindemnified against expenses (including attorneys fees) actually and reasonably incurred by himin connection therewith.

Any indemnification under the first two paragraphs of this Article shall be made by theAssociation only as authorized in the specific case, upon a determination that indemnification ofthe member of the Board or officer of the Association is proper in the circumstances because hehas met the applicable standard of conduct set forth in the first two paragraphs of this Article.Such determination shall be made (1) by the Board by a majority vote of a quorum consisting ofmembers of the Board who were not parties to such action, suit or proceeding, or (2) if such aquorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs,

by independent legal counsel in a written opinion, or (3) by a majority of the members of theAssociation.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paidby the Association in advance of the final disposition or such action, suit or proceeding, asauthorized by the Board in the specific case, upon receipt of an undertaking by or on behalf ofthe members of the Board or the officer of the Association to repay such amount, unless it shallultimately be determined that he is entitled to be indemnified by the Association as authorized inthis Article.


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The sums necessary to discharge the obligations of the Association under this Articleshall be common expenses.

The indemnification provided by this Article shall not be deemed exclusive of any otherrights to which those seeking indemnification may be entitled under any statute, agreement, voteof the members of the Association or disinterested members of the Board, or otherwise, both asto action in his official capacity and as to action in other capacity while holding such office andshall continue as to a person who has ceased to be a member of the Board or an officer of theAssociation.

ARTICLE XIII

CONSTRUCTION

(a) Nothing hereinabove contained shall in any way be construed as altering, amendingor modifying the Declaration. Said Declaration and these Bylaws shall always beconstrued to further the harmonious, beneficial, cooperative and proper use andconduct of the Property. If there is any inconsistency or conflict between theseBylaws and the aforesaid Declaration, the provisions of the Declaration shall control.

(b) All words and terms used herein which are also used in the Declaration shall have thesame meaning as provided for such words and terms in the Declaration.

(c) In the event the Association is incorporated, the words, Board of Directors andDirector shall be substituted for the words Board and Member of the Board,

respectively, wherever they appear herein.

IN WITNESS WHEREOF, being an officer and director of THE TOWNES AT REMINGTONPOINTE CONDOMINIUM ASSOCIATION have hereunto set my hand(s) on

the_______ day of ___________, 20_____.

_________________________ _______________________ _____________Print Name Signature Date

WITNESSED BY:



Amended Bylaw-Final 6252012

Documents

Transcript of Amended Bylaw-Final 6252012