BYLAWS OF LAKE NORTHWOODS ESTATES

PROPERTY OWNERS' ASSOCIATION, INC.

ARTICLE I
NAME AND LOCATION. The name of the corporation is Lake Northwoods Estates
Property Owners' Association, Inc. (the "Association"). The principal office of the corporation shall
be located at 310 Monroe Street, Jefferson City, Cole County, Missouri, but meetings of members
and directors may be held at such places within Gasconade County, Missouri as may be designated
by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. The terms the Association", the public Area", "Lots, "Lot Owner" and "Property"
as used in these Bylaws shall have the meanings set forth in the Amended and Restated Conditions,
Restrictions, and Provisions of Subdivision Known as the Lake Northwoods Estates relating to the
Lake Northwoods Estates Property Owners' Association, Inc. dated 10-212001, and recorded
on 10-25 ,2001 in Book 014220 at Page10010 in the Recorder's Office for Gasconade County,
Missouri (the "Restrictions").
Section 2. "Member" means those persons or entities entitled to membership in the
Association as provided in the Restrictions.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the Members shall be held within
one year from the date of incorporation of the Association, and each subsequent regular annual
meeting of the Members shall be held in the same month of each year thereafter, at a date, time and
place within Gasconade County, Missouri selected by the Board of Directors of the Association.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the
president or by the Board of Directors, the Company, or upon written request of one-fourth (l/4th) of
all of the Members of the Association.
Section 3. 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.
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Section 4. Quorum. The presence at the meeting of Members or proxies entitled to cast one-fourth
(1I4th) of the votes of the Membership shall constitute a quorum for any action except as otherwise
provided in the Restrictions 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 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy.
All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall
automatically cease upon conveyance by the Member of his Lot ownership.
ARTICLE IV
BOARD OF DIRECTORS SELECTION:
TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by an initial Board
of three (3) directors, who shall be Members of the Association. In order to promote effective management
as the membership and responsibilities of the Association increase, the number of Directors may be
increased to a number not to exceed seven (7) members upon a majority vote of the Members of the
Association.
Section 2. Term of Office. The terms of office of the first Directors shall be as defined in the
Articles of Incorporation of the Association. Upon the expiration of that term, successor Directors shall be
elected and shall serve for a period of three (3) years or until another successor is elected, whichever shall
be the longer period.
Section 3. Removal. Except as limited by the Restrictions, 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 or Officer of the Association shall receive compensation
for any service he may render to the Association. However, any Director or Officer 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
unanimous consent of all the Directors. Any action so approved shall have the same effect as though
taken at a meeting of the Directors.

ARTICLE V
NOMINATION AND ELECTION OF 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 shall be a Member of the
Board of Directors, the Company, and one 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.
Section 2. Election. Upon the expiration of said respective terms, or should any of said
Directors of the Association die or decline to act, or become incompetent by reason of sickness or
expiration of term, or other cause, to discharge the duties or avail of or exercise the rights or powers
hereby granted or bestowed on them or Directors under this indenture, then and thereupon it shall be
the duty of the survivor or remaining Directors or Officers within thirty (30) days following the
vacating of said office, to call a meeting of all of the members of the Association, to be held at a
convenient place in the County of Gasconade, first giving ten days written or printed notice of the
time and place of such meeting, the said notice to be served by any of the methods herein provided for
in the giving of notice of levies and assessments. And the President of the Association shall serve as
teller and the members of the Association will
proceed by vote or ballot to elect a successor or successors to fill such vacancy or vacancies, which
vote may be cast in person or by proxy, the form of the proxies shall be determined by the
Association. And the person or persons receiving the highest number of votes, or ballots, shall be
deemed elected, and shall upon his or their acceptance in writing, at once and by force of this
indenture, subject to all the duties and restrictions of this indenture imposed, succeed to, be vested
with, and possess and enjoy with the remaining Board of Directors, all rights, interest, privileges, and
powers by this indenture granted in his or their predecessor or predecessors. And such a selection (at
a meeting to be called, organized and conducted in the manner aforesaid) shall be made as often as a
vacancy, from any cause occurs. Should such survivor or remaining Director or Directors refuse or
neglect to call such meeting within six days after the occurrence of such vacancy, or should all the
Directors' positions be vacant at the time, then such meeting may be called by any five Association
members, who shall give a like notice thereof served as aforesaid. As long as said North Woods
Estates, Inc. or its successor shall retain any unsold lot or lots in said subdivision herein above
described, said corporation reserves and shall have the right to be represented on said Board of
Directors by anyone member appointed by it and from time to time as the original member of said
board representing said corporation or his successor or successors shall discontinue to act or be
disqualified as aforesaid, then such vacancy shall be filled from time to time by said corporation by
election under this section. Notwithstanding the above provisions which apply to the election of
Directors or which apply to the amendment of these Bylaws, this right cannot be terminated or
eliminated by amendment hereof without the consent of North Woods Estates, Inc. or its successor.
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Each of said Directors and their successors duly elected or appointed, accepts the office upon
condition only that each of said Directors shall be responsible for only his own wrongful acts or willful
default and not one for the other or others, and upon the further condition that no Director hereunder shall
ever be held personally liable for injury to persons or property by reason of any act or acts of commission
or of omission by such Directors, respectively or collectively. Any Director may at any time resign as
such Director with an instrument in writing, signed and acknowledged by him and filed for record in the
Recorder's Office of the County of Gasconade. Thereupon his successor shall be elected or appointed as
hereinbefore provided.
ARTICLE VI MEETINGS
OF DIRECTORS
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, the Company, 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.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have the power to:
(a) adopt and publish rules and regulations governing the use of the Public Areas,
including any improvements and amenities located on the Public Areas, and the personal conduct of the
Members and their guests on the Public Areas, and to establish penalties for the infraction of these rules
and regulations;
(b) suspend the voting rights, and the right of use of any recreational facilities located on
any Public Area during any period in which the 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
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Bylaws, the Articles of Incorporation, or the Restrictions; 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 one-fourth (l/4th) of the Members
of the Association;
(b) as more fully provided in the Restrictions to:
(1) fix the amount of the annual assessment against a residential lot not
later than January 1st of each year, such levy and assessment on a residential lot not to exceed One
Hundred Dollars ($100.00) per annum, provided further that the foregoing $100.00 assessment
limitation may be increased by the Board of Directors provided that said increase is approved by
the affirmative vote of a majority of the members of the Association;
(2) send written notice of each annual assessment to every Lot Owner
subject to the assessment not later than January 15th of each year, 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 Lot Owner of the Lot 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;
( c) issue, or cause an appropriate officer to issue, upon demand by any person
(whether for purposes of evidencing to a member the status of collection of any particular
assessments or for the purposes of establishing the existence or nonexistence of an assessment lien
upon a lot or for any other purpose), 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);
(d) procure and maintain adequate liability and hazard insurance on property
owned by the Association;
( e) shall deposit all funds collected as hereinafter provided for in a checking account
or accounts in a Federally insured bank; all checks written to withdraw funds shall bear the signatures
of the Chairman of the Board and one other member of the Board of Directors; the Directors are
authorized to have a yearly audit made of their accounts; said audits shall show the annual amount
collected and also show how said funds were expended with a detailed list setting forth the amount of
money collected and the amount of money spent for each specific purpose; said audit shall be posted
in a prominent place in one of the park or playground areas in the
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development; and the costs of such audits and insurance policies shall be deemed an
administration expense;

(t) shall have authority to purchase insurance policies of bonds protecting them
personally from any liability arising out of their rights and duties herein imposed and protecting them
from any liability for injury to person or persons or property by reason of any acts of commission or
omission of such Directors, and the costs of such bonds shall be deemed an administration expense; and
(g) cause the Public Areas under the control of the Association to be maintained.
ARTICLE VIII OFFICERS
AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Association shall be a President, who shall
at all times be a Member of the Board of Directors, a Secretary, 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.
Upon the expiration of said respective terms, or should any of said Officers of the Association die
or decline to act, or become incompetent by reason of sickness or expiration of term, or other cause, to
discharge the duties or avail of or exercise the rights or powers hereby granted or bestowed on them or
Officers, then and thereupon it shall be the duty of the survivor or remaining Directors or Officers within
thirty (30) days following the vacating of said office, to call a meeting of all of the members of the
Association, to be held at a convenient place in the County of Gasconade, first giving ten days written or
printed notice of the time and place of such meeting, the said notice to be served by any of the methods
herein provided for in the giving of notice of levies and assessments. And the President of the Association
shall serve as teller and the members of the Association will proceed by vote or ballot to elect a successor
or successors to fill such vacancy or vacancies, which vote may be cast in person or by proxy, the form of
the proxies shall be determined by the Association. And the person or persons receiving the highest
number of votes, or ballots, shall be deemed elected, and shall upon his or their acceptance in writing, at
once and by force of this indenture, subject to all the duties and restrictions of this indenture imposed,
succeed to, be vested with, and possess and enjoy with the remaining Directors and Officers, all rights,
interest, privileges, and powers by this indenture granted in his or their predecessor or predecessors. And
such a selection (at a meeting to be called, organized and conducted in the manner aforesaid) shall be
made as often as a vacancy, from any cause occurs. Should such survivor or remaining Directors refuse or
neglect to call such meeting within six days after the occurrence of such vacancy, or should all the
Directors' positions be vacant at the time, then such meeting may be called by any five Association
members, who shall give a like notice thereof served as aforesaid.
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Each of said Officers and their successors duly elected or appointed, accepts the office upon
condition only that each of said Officers shall be responsible for only his own wrongful acts or willful
default and not one for the other or others, and upon the further condition that no Officer hereunder shall
ever be held personally liable for injury to persons or property by reason of any act or acts of commission
or of omission by such Officers, respectively or collectively. Any Officer may at any time resign as such
Officer with an instrument in writing, signed and acknowledged by him and filed for record in the
Recorder's Office of the County of Gasconade. Thereupon his successor shall be elected or appointed as
hereinbefore provided.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each
shall hold office for three (3) years 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. Service in Multiple Positions. No person may serve as both President and
Secretary.
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.

Secretary
(b) 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.
ARTICLE IX
COMMITTEES
The Board of Directors shall appoint such committees, with such powers and duties, as deemed
appropriate to carrying out the purposes of the Association.
ARTICLE X BOOKS
AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business
hours, be subject to inspection by any Member. The Restrictions, 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.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Restrictions, each Member is obligated to pay to the Association
assessments which are secured by a continuing lien upon the Lot( s) 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 eight percent (8%) per annum, and the Association may bring an action at law
against the Lot Owner 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 Lot Owner may waive or otherwise escape liability for the assessments by nonuse of
the Public Area or abandonment of his Lot.
The membership rights of any Member may be suspended by action of the Board of Directors if
the Member has failed to pay when due any assessment or charge lawfully imposed upon him or her or
any property owned by him or her, or if the Member, his family, his tenants, or guests of any of them,
shall have violated any rule or regulation of the Board regarding conduct or the use of any property.
ARTICLE XII
AMENDMENTS
Section 1. These Bylaws and/or the Restrictions may be amended, at a regular or special
meeting of the Members, upon the affirmative vote of at least a majority of the Members of the
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Association present in person or by proxy at the meeting at which the vote is taken. Anything set forth
above in this Article XII to the contrary notwithstanding, the Company shall have the absolute
unilateral right, power and authority to modifY, revise, amend or change any of the terms or
provisions of these Bylaws and/or Restrictions in the event of any amendment or supplement which
shall or would require the Company to expend funds in or on behalf of the Association.
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 Restrictions and the
Articles or these Bylaws, the Restrictions shall control.

ARTICLE XIII
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 31
st day of December of every year, except that the first fiscal year shall begin on the date of
incorporation and end on December 31 st of that year.
IN WITNESS WHEREOF, we, being all of the Directors of Lake Northwoods Estates
Property Owners' Association, Inc., have executed these Bylaws this 21 day of
October
,2001.

Date:
Date: 10/21/01

Date: 10/21/01

CERTIFICATION
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting Secretary of Lake Northwoods Estates Property
Owners' Association, Inc., a Missouri corporation; and
THAT the foregoing Bylaws constitute the original Bylaws of said Association, as duly
adopted at a meeting of the Board of Directors thereof, held on the 22
day of
2001.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 22 day of
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