HOA BYLAWS

The name of the corporation is Woodlands on the Lake Homeowners Association (herein referred to alternately as the "Corporation» or the "Association''). 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. Unless-otherwise defined, capitalized terms contained within these By-Laws shall have the same meaning as ascribed to them within the Declaration of Covenants, Conditions and Restrictions relating to the Woodlands on the Lake Homeowners Association
dated __12/20/06__ and recorded _________, 2006, under Document No. _________ in Book _____________ at Page ____________ in the office of the Recorder of Deeds for Stone County, Missouri (the "Declaration").

Section 2. Member" means those persons or entities entitled to the 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 Lot Owners with the exception of the Owner, and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members; however, for purposes of a quorum they shall be treated as a single member. The votes for such lots shall be exercised as they determined, in common, but in no event shall more than one vote be cast with respect to any one Lot.

b. Class B: The Class B Member shall be the Owner and shall be entitled to sixty (60) votes for each Lot 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 tot.al 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 Declaration.

Provided, however, that the Class 8 Membership shall be revived (and Owner shall again be entitled to sixty (60) votes for each Lot owned by-the Owner) during any periods of time occurring before the seventh anniversary of the date of the Declaration, when by reason of the annexation of additional land as a part of the Real Estate additional Lots owned by the Owner exist which, when added to the other Lots then owned by the Owner, would result in the Owner having more than fifty percent (50%) of the votes of the Corporation were the Owner to have sixty (60) votes per each Lot owned by the Owner instead of only a single vote for each Lot owned. by the Owner.

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 any time by the President or by the Board of Directors, or upon written request of the Members who are (i) entitled. to vote one-seventh (1/7th) 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 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 a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shal1 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 are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 1. 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 Common 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 Common 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, the Articles of Incorporation, or the Declaration; 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 the Declaration to:

(1) fix the amount of the annual assessment against each Lot as further set forth in the Declaration.

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

(3) foreclose the lien against a Lot if the respective Lot Owner has not paid the assessment on the-Lot within such time as the Board of Directors may determine, or bring an action at law against the Lot Owner 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 bas 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 Common Areas to be maintained at the cost and expense of the Lot Owners

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 in 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 5ame 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.

Vice-President
(b) The Vice-Presidents 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 annual 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 Declaration, 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 w here copies may be purchased at reasonable cost.

As more fully provided in the Declaration, each Member who owns a Lot is obligated to pay to the Association assessments which are secured by a continuing lien upon the Lot against which the assessment is made. If the assessment is not paid on the due date, the assessments hall 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 Lot personally obligated to pay the same or foreclose the lien against the Lot, 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 Lot may waive or otherwise escape liability for the assessments by nonuse of the common areas or abandonment of an owner's respective Lot.

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, and in the case of any conflict between the Declaration and the Articles or these Bylaws, the Declaration 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 arid end on December 3161 of that year.