BDOA

The name of the corporation is Woodlands on the Lake Boat Dock Owners Association (referred to herein alternately as the "Association” or the "Corporation"). The principal office of the Corporation shall be located at 906 South Kirkwood Road, St Louis, MO 63122, but meetings of members and directors may be held at such places within the State of Missouri as may be designed by the Board of Directors.

Section 1. "Member, means those persons or entities entitled to membership in the Association as provided in the Declaration.

Section 1. Voting Rights. The Association shall have two classes of voting membership:

 a. Class A: Class A Members shall be all members of the Association who have acquired a boat slip within the Dock, as hereafter defined, with the exception of BUGU Company, LLC, a Missouri limited liability company ("Owner") and shall be entitled to one vote for each boat slip owned in the Dock. When more than one person holds an interest in any boat slip located within the Dock, all such persons shall be members; however, for purposes of a quorum they shall be treated as a single member. The votes for such membership interests shall be exercised as they determined, in common, but in no event shall more than one vote be cast with respect to any one boat slip (a “Boat Slip") within the Dock.

 b. Class B: The Class B Member shall be the Owner and shall be entitled to twenty (20) votes for each boat slip owned. The Class B Membership shall cease and be converted to Class A Membership. on either of the following events, whichever occurs earlier:

  i. When the total votes outstanding in a Class A Membership equal the total votes outstanding in a Class B Membership; or

  ii. On the seventh anniversary of the date of the formation of the Association.

Section 2. Annual Meetings. The first annual meeting of the Members shall be held as soon as reasonably possible after the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall.be held in the same month as the first organizational meeting of the Members each year thereafter, at a date, time and place within the State of Missouri selected by the Board of Directors of the Association.

Section 3. Special Meetings. Special meetings of the Members may be called at anytime by the president or by the Board of Directors, or upon written request of the Members who are (i) entitled to vote one-seventh (I/7th) of all of the votes of the Members.

Section 4. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of the secretary or person authorized to call the meeting, by mailing a copy of the notice, postage prepaid, not less than fifteen (15) nor more than sixty (60) days before the meeting, to each Member, addressed to the Member's address last appearing on the books of the Association or supplied by the Member to the Association for the purpose of notice. The notice shall specify the place, day, and hour of the meeting. In the case of a special meeting, the notice shall state the purpose of the meeting.

Section 5. Quorum. The presence at the meeting of Members or proxies entitled to cast a majority of the votes of the Membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote at that meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

Section 6. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall 'automatically cease upon conveyance by the Member of his or her Lot.

Section 7. Agreement With Respect to Community Dock: The Association has been formed to provide for the ownership, management, repair and use of (a) the boat dock and boat slips located in close proximity to Woodlands on the Lake in Stone County, Missouri (the "Dock"); and (b) a parking area to be designated by the Owner to be utilized by members .utilizing the dock, which parking area shall meet the requirements of the United States Corps of Engineers (the "Parking Area''). The Association shall be responsible for maintaining the Dock and Parking Area in accordance with the rules and regulations of the United States Army Corps of Engineers.

 a. The Members, by majority vote, shall determine the amount and type of insurance to be carried on the Dock and Parking Area.

 b. No additions to the Dock shall be made without approval by BUGU Company, L.L.C., a Missouri limited liability company and a majority of the members of the Association.

 c. No member in the Association shall own more than two (2) single boat slips in the Dock.

 d. Each Member shall be required to moor any boats stored at the Dock inside a boat slip within the Dock.

 e. Upon any change in the ownership of the boat slips located within the Dock, the Association shall notify the resident engineer/manager at Table Rock Lake in Stone County, Missouri.

 f. The members shall not be permitted to rent or lease any boat slips and shall be responsible for each member's pro rata portion of expenses, maintenance, and upkeep of the Dock.

 g. Membership in the Association shall be appurtenant to and may not be separated from the ownership of a boat slip.

 h. Each member shall be required to agree, and the Association shall, abide by all rules and regulations pertaining to private floating facilities as provided by the U.S. Army Corps of Engineers. Each member and the Association shall be required to complete all of the necessary forms and read the “shoreline use permit conditions.” All ownership information provided to the Corps of Engineers with respect to the dock and the ownership of the boat slips should be factual and bona fide. The Association acknowledges, and each member shall be required to acknowledge, that any misrepresentation to obtain a permit from the Corps of Engineers will result in termination or disqualification of the permit application.

Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) directors, who need not be Members of the Association.

Section 2. Term of Office. The affairs of the Corporation shall be managed by a Board of Directors, who need not be members of the Corporation. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are as set forth within the Articles of Incorporation of the Corporation. The above-mentioned Directors (the ''Charter Directors") shall serve until the First Annual Meeting of the Members at which successors of the Charter Directors are elected. In the event of the death, resignation of a Charter Director during his term of office, the remaining Charter Director shall elect a successor Charter Director to fill the unexpired term of such Charter Director. The terms of each director shall be for one (1) year or until his successor is elected, whichever shall be the longer period. Each director shall be elected at the annual meeting.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation, or removal, pursuant to these Bylaws, of a Director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecessor.


Section 4. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

Section 1. Nomination. Nomination of Directors for election to the Board of Directors shall be made by Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman who shall be a Member of the Board of Directors, and two or more other persons. The Nominating Committee shall be appointed by the President of the Association prior to each annual meeting of the Members, to serve until the close of the annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Nominations may be made from among Members or Nonmembers.

Section 2. Election. Election to the Board of Directors shall be by written ballot. At the election the Members or their proxies may cast, in respect to each vacancy, as many votes as they have Class A and Class B membership interests in the Association. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section l. Regular Meetings. Regular meetings of the Board of Directors shall be held at least annually at such place and hour as may be fixed from time to time by resolution of the Board, without the necessity of further notice.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days notice to each Director.

Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 4, Vacancies. Vacancies on the Board of Directors resulting from resignation, death, removal, or an increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum.

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

 (a) adopt and publish rules and regulations governing the Dock and the Parking Area, and to establish penalties for the infraction of these rules and regulations, which rules and regulations must be approved by two-thirds (2/3) of the Members.

 (b) suspend the voting rights, and the right of use of the Dock and the Parking Area during any period in which a Member is in default in the payment of any assessment levied by the Association; these rights may also be suspended for a period not to exceed sixty (60) days for an infraction of published rules and regulations.

 (c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the Members by other provisions of these Bylaws, or the Articles of Incorporation; and

 (d) employ a manager, independent contractors or other employees or contractors as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

 (a) keep a complete record of all its acts and corporate affairs and to present a statement of its acts and affairs to the Members at the annual meeting of the Members, or at any special meeting when such a statement is requested in writing .by-the holders of one-seventh (117th) of the votes of the Members.

 (b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.

 (c) as more fully provided in Article VIII to:

  (1) fix the amount of the annual assessment against each Boat Slip as set forth in Article VIII.

  (2) send written notice of each annual assessment to every Owner of a Boat Slip and of each special assessment, at least forty-five (45) days in advance of its due date; and

  (3) foreclose the lien against a Boat Slip if the respective Owner has not paid the assessment on the Boat Slip within such time as the Board of Directors may determine or bring an action at law against the Owner of a Boat Slip personally obligated to pay the same.

(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid; a reasonable charge may be made by the Board for the issuance of these certificates (if the certificate states that an assessment has been paid, the certificate shall be conclusive evidence of payment with respect to any person relying on the certificate);

(e) procure and maintain adequate liability and hazard insurance on property owned by the Association.

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and

(g) cause the Boat Dock and Parking Area to be maintained at the cost and expense of
the Boat Slip Owners.

l. The Owner, for each Boat Slip owned by the Owner within the Subdivision, hereby covenants, and each owner of a boat slip, by acceptance of a bill of sale hereafter conveying any such boat slip to the respective owner of a Boat Slip, whether or not so expressed in said conveyance, shall be deemed to have covenanted and agreed to pay the Association.

 (a) annual assessments or charges as described herein; and

 (b) special assessments and charges to be established and collected as provided in these Bylaws. The annual and special assessments or charges together with interest at the rate of nine percent (9%) per annum accruing from their due date until payment is made, and the costs of collection and reasonable attorney's fees, shall be a charge on and continuing lien upon, each Boat Slip against which an assessment is made. Each assessment or charge, together with interest at the rate of nine percent (9%) per annum accruing as set forth above. and costs and reasonable attorney's fees incurred or expended by the Association in collection, shall also be the personal obligation of the Lot Owner of the respective Boat Slip. The personal obligation for any delinquent assessment or charge, together with interest costs and reasonable attorney's fees, however, shall not pass to the successors in title to said Boat Slip, unless expressly assumed by them.

2. The assessment and charges levied by the Association shall be used exclusively for promoting the recreation, health, safety, and welfare of the owners of the Boat Slips, and in particular for the improvement, operation, and maintenance of the Dock, including, but not limited to, the payment of taxes and insurance on the Dock, and for the payment of expenses associated with the parking area appurtenant to the Dock (the "Parking Area").

3, Until December 31st of the year in which the first Dock's conveyed to the Association, the annual assessment shall be $100 per Boat Slip which shall be the maximum annual assessment for that year. Thereafter, the maximum permissible annual assessment shall increase each year by ten percent (10%) of the maximum permissible assessment for the previous year without the necessity of a vote of the membership of the Association. The maximum permissible annual assessment may be increased above the ten percent (10%) limitation specified in the preceding sentence only by a vote of two thirds (2/3) of each class of members of the Association, voting in person or by proxy, at a meeting called for such purpose. The Board of Directors of the Association may fix the annual assessment against each Boat Slip at any amount not in excess of the maximum permissible annual assessment applicable to that year without the necessity of a vote of the membership of the Association. Notwithstanding anything elsewhere set forth in this Declaration, the annual assessments or charges made or levied against any Boat Slip owned by the Owner as of January 1st of the year to which the assessment pertains, shall equal ten percent (10%) of the Boat Slip animal assessment established by the Association under this section.

4. In addition to the annual assessments authorized above, the Board of Directors of the Association may levy in any year, a special assessment, applicable for that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any capital improvement located on the Dock or the Parking Area, including fixtures and personal property related thereto ,provided that such assessment shall first be approved by two-thirds (2/3rds) of the votes of each class of the members of the Association, voting in person or by proxy at a meeting called for such purpose.

5. Except as provided in Paragraph 3 of this Article, and in Paragraph 7 of this Article, annual assessments must be fixed at a uniform rate for all Boat Slips.

6. Written notice of any meetings of members of the Association called for the purpose of taking any action authorized under Paragraphs 3 or 4 of this Article shall be sent to all members not less than thirty (30) days, nor more than sixty (60) days, in advance of the meeting. At the first meeting, the presence of members, or four proxies, entitled to case sixty percent (60%) of all of the votes of each class of members entitled to be cast at the meeting shall be necessary and sufficient to constitute a quorum. If the required quorum is not present, another meeting may be called to the same notice requirements, and the required quorum at any subsequent meeting shall be one half (1/2) of the required quorum at the preceding meeting, provided that no subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

7. The annual assessments shall commence on the first day of the month. following the first conveyance of a Boat Slip to a third party. The first annual assessment shall be made for the balance of the calendar year and shall become due and payable on the date fixed for the commencement. The amount of the assessment for the first year shall be an amount which bears the same relationship to the annual assessment provided for in the first sentence of Paragraph 3 of this Article as the remaining number of months in that year bear to twelve. The same reduction in the amount of the annual assessment shall apply to the first assessment levied against any property, which is hereafter added to the Subdivision at a time other that the beginning of any calendar year. The annual assessments for any year after the first year shall be on a calendar year basis and become due and payable on the first day of march of that year. The due date under any special assessment under Paragraph 4 shall be fixed in the resolution authorizing the special assessment. however, such due date shall be at least forty-five (45) days after the date of such resolution.

8. The Board of Directors of the Association shall fix the date of commencement and the amount of the annual assessment against each Boat Slip for each assessment period of at least one month in advance of the due date for the payment of the assessment and shall, at that time, prepare a roster of the Boat Slips and assessments applicable to the Boat Slip which shall be kept in the office of the Association and shall be open to inspection by any owner of a Boat Slip. If an annual or special assessment is not paid on the due date, the assessment shall be delinquent and shall bear interest from the date of delinquency at the rate of nine percent (9%) per annum, and the Association may bring an action at law against the owner of a Boat Slip obligated to pay the same, or may foreclose the lien against the Boat Slip for such assessment, and there shall be added to the amount of such assessment the reasonable costs of preparing and filing the action, and in the event that judgment is obtained, such judgment shall include interest on the assessment as above provided and reasonable attorney's fees to be fixed by the Court together with the costs of the action. Each owner of a Boat Slip shall by accepting title to the Boat Slip be deemed to have assented to the passage of a decree for the foreclosure of any lien upon the respective Boat Slip of the respective owner which results from his failure to pay an assessment on the due date of the assessment.

9. The lien of the assessments provided for in this Declaration shall be subordinate to any mortgage or deed of trust hereafter placed upon the Boat Slip subject to assessment; provided, however that the sale or transfer of any Boat Slip pursuant to mortgage or deed of trust foreclosure, or any proceedings in lieu thereof, shall only extinguish the lien of such assessments as to payments which became due prior to such sale or transfer, Such sale or transfer shall not relieve the Boat Slip from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment. No owner of Boat Slips otherwise escape liability for the assessments provided for in this Declaration by non-use of the Dock or abandonment of the Boat Slip owned by the respective owner.

Section 1. Enumeration of Offices. The officers of this Association shall be a President and Vice-President, who shall at all times be Members of the Board of Directors, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors and thereafter at the first meeting of the Board of Directors following each annual meeting of the Members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year or until his successor is elected, whichever shall be the longer period, unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

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

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the secretary. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in the notice, and unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy jo any office may be filled by appointment by the Board. The officer appointed to the vacancy shall serve for the remainder of the term of the officer he replaces and until his successor shall have been elected and qualified.

Section 7. Multiple Offices. Not more than two offices may be held by the same person.

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

President
(a) The President shall preside at all meetings of the Members and of the Board of Directors and see that orders and resolutions of the Board are carried out. The President shall have authority to sign all leases, mortgages, deeds, and other written instruments, including any documents required to be executed by the United States Army Corps of Engineers relating to the Dock.

Vice President
(b) The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and exercise and discharge such other duties as maybe required of him by the Board, The Vice-President shall likewise have authority to sign all leases, mortgages, deeds, and other written instruments.

Secretary
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses; and perform such other duties as required by the Board.

Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and disburse these funds as directed by resolution of the Board of Directors; keep proper books of account; cause an audit of the Association books to be made at the completion of each fiscal year; and prepare an annual budget and a statement of income and expenditures to be presented to the Membership at its regular annual meeting and deliver a copy of each to the Members requesting the same.

The Board of Directors shall appoint such committees, with such powers and duties, as deemed appropriate to carrying out the purposes of the Association.

The books, records and. papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.

Each Member who owns a membership interest is obligated to pay to the Association assessments which are secured by a continuing lien upon the membership interest against which the assessment is made. If the assessment is not paid on the due date, the assessment shall bear interest from the date of delinquency at the rate of nine percent (9%) per annum, and the Association may bring an action at law against the owner of a membership interest personally obligated to pay the same or foreclose the lien against the membership interest, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No owner of a membership interest may waive or otherwise escape liability for the assessments by nonuse of the common areas or abandonment of an owner's Boat Slip located within the Boat Dock.

Section 1. These Bylaws may be amended, at a regular or special meeting of the Members, upon the affirmative vote of at least two-thirds (2/3rds) of each class of the Members of the Association present in person or by proxy at the meeting at which the vote is taken.

Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation and end on December 31st of that year.