BYLAWS

Wedgewood Commons Association, Inc. Bylaws

ARTICLE I :
NAME

The name of this Corporation is Wedgwood Commons Association herein called the "Association".

ARTICLE II
PURPOSE

The purpose or purposes for which the Association is formed are as follows:

1. To exercise all of the powers of the Lot Owners Association as described and set forth in all certain Declarations of Restrictions dated May 2, 1969 and recorded in Liber 5253, Page 455 Oakland County Records.

2. To promote the welfare of its members by maintaining and beautifying the subdivision in which its members are located by enforcing building and use restrictions, by representing its members before governmental boards or bodies, by promoting social and recreational activities, and by engaging in such other activities as are incidental thereto and not forbidden by the laws of the State of Michigan.

ARTICLE III
MEMBERSHIP

Section 1. Definition of Membership: The owners of lots in Wedgwood Commons Subdivision, to which the scope of the restrictions described in Article II, paragraph 1 above, shall be extended as provided in said restrictions are eligible to be members.

Membership in the Association shall be mandatory for each lot owner in Wedgwood Commons Subdivision. A member shall be defined as every person or entity who or which is a record owner of a fee or undivided fee interest in any lot included within the purview of this Association, but not including owners who have sold their interest under executory land contract. During such time as such a land contract is in force, the land contract vendee shall be considered to be the member of the Association. Section 2. Classes of MembershiP: The association shall have two classes of voting membership:

CLASS A - Class A members shall be all those owners as defined above with the exception of the Home Land Suburban Company or its successors. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership. When more than one person holds any such interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast

CLASS B - Class B members shall Company or its successors. The entitled to five votes for each lot in which the said company or its successors hold the interest required for membership.

ARTICLE IV
FINANCES

Section 1. Maintenance Fund: Each member shall pay to the Association the annual maintenance charge required by the restrictions applicable to the lot owned by the member.

The amount of said annual charge shall be established and may be adjusted from year to year by the Association, as the needs of the property may in their judgment required, but in no event shall such a charge be less than $50.00 or more than $75.00 per lot, except by the approval and consent in writing of 51% of the members of the Association, which approval and consent shall make any such additional assessment binding upon all of the members.

Said Maintenance Fund shall be used for such of the following purposes as the Association shall determine necessary and advisable:

For improving and maintaining common areas and property of the Association, roadways and entranceways of the said Subdivision; for planting trees, shrubbery and the care thereof; for collecting and disposing of garbage, ashes and rubbish; for employing night watchmen; for constructing, purchasing, maintaining or operating any community service, or for doing any other things necessary or advisable in the opinion of the Association for the general welfare of the members; for expenses incident to the examination of plans as herein provided and to the enforcement of these building restrictions, conditions, obligations, reservations, rights, powers, and charges.

The annual maintenance shall be a lien and encumbrance on the land with respect to which the charges are made. A Certificate in writing issued by the Treasurer of the Association shall be given on demand to any member liable for said charges setting forth the states of the charges. The Association shall have the power and right in its own name to take and prosecute all suits, legal, equitable, or otherwise, which may, in the opinion of the Board of Directors, be necessary or advisable for the collection of such charges and to take such other steps as it deems expedient to impose said lien upon said land.

Section 2. special Assessments: Special assessments may be levied by the Board of Directors for the purposes of activities within the general powers of the Association but not within the specific purposes for which the maintenance fund may be used. No special assessment shall be levied against the members of the Association without having the approval of at least two-thirds (2/3) of the members in person or by proxy at a regular meeting or at a special meeting of the Association called for that purpose. In no case shall special assessments exceed twenty ($20.00) dollars in any one fiscal year.

Section 3. Failure to Pay Fees or Assessments: Any member who shall be thirty (30) days or more in default in the payment of the annual maintenance charge, or in the payment of any special assessment shall not be in good standing and shall not be entitled to vote at any meeting of the Association nor to hold office in the Association until all such delinquencies have been paid.

ARTICLE V
MEMBERS' MEETINGS

Section l. Annual Meeting: The annual meeting of the Association shall be held during the month of October each year beginning with the year 1969 on such date and time and at such place as shall be determined by the Board of Directors and specified in the notice thereof. (Note, Annual Meetings are now held in March)

Section 2. Order of business of Annual Meeting: The order of business at the annual meeting of the members shall be as follows:

(a) Roll Call
(b) Reading of notice and proof of mailing
(c) Reading of minutes of last preceding meeting
(d) Report of President
(e) Report of Secretary
(f) Report of Treasurer
(g) Election of Directors
(h) Transaction of other business
(i) Adjournment

Provided that, in the absence of any objection, the presiding officer may vary the order of business at his discretion.

Section 3. Special Members' Meetings: A special meeting of the members may be called at any time by the President or by a majority of the Board of Directors or upon the written request of twenty-five (25%) of the members when submitted in writing to the Secretary.

Section 4. Notice of Meetings of Members: At least five (5) days prior to the date of any meeting, written notice of the time and place of such meeting shall be mailed by first class mail to each member entitled to vote at such meeting as his address shown on the records of the Association. The notice of a special meeting shall state the matters to be considered and no action may be taken on any matter not set forth in the notice of special meeting.

Section 5. Quorum: Twenty-five (25) voting memberships shall constitute a quorum for the transaction of business at any members' meeting.

ARTICLE VI
BOARD OF DIRECTORS

Section 1. Number and Terms of Directors: The business, property, and affairs of the Association shall be managed by a Board of Directors composed of seven (7) persons. Seven (7) Directors shall be elected at the organizational meeting to serve until the annual meeting to be held in October of 1971. At this meeting four (4) directors shall be elected for a two (2) year term, and three (3) directors shall be elected for a one (1) year term. At each subsequent annual meeting, Directors shall be elected to fill the expiring places on the Board for full two (2) year terms.

Section 2. Vacancies: Vacancies on the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so appointed to fill a vacancy shall serve for the remainder of the term of the Director who he replaced.

Section 3. Action by Unanimous Written Consent: If and when the Directors shall severally or collectively unanimously consent in writing to any action to be taken by the Association, such an action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.

Section 4. Power to Elect Officers: The Board of Directors shall select a President, a Vice-President, a Secretary and a Treasurer, who shall be members of the Board of Directors. Officers shall hold office for the term of one (1) year or until their successors are elected and qualify.

Section 5. Power to Appoint Other Officers and Agents: The Board shall have the power to appoint such other officers and agents as the Board may deem necessary for the transaction of business of the Association.

Section 6. Meetings of the Board of Directors: Regular meetings of the Board of Directors shall be held at such times and places as the majority of the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called at any time by the President or Secretary or by a majority of the Board of Directors. Directors shall be notified in writing of the time, place and purpose of special meetings of the Board at least three (3) days prior thereto. Any Director shall, however, be deemed to have waived such notice by his attendance at any meting.

Section 7. quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 8. Compensation: No director or officer shall receive any salary or compensation for his services to the Association unless otherwise specially ordered by the Board of Directors or by By-Law.

ARTICLE VII
OFFICERS

Section 1. President: The President shall be the chief executive officer of the Association. He shall preside over all meetings of the Board and of the members. He shall have general and active supervision of the business of the Association, subject, however, to the right of the Board of Directors to delegate any specific power except such as may be by statute exclusively conferred upon the President, to any other officer or Director of the Association. He shall be ex-officio a member of all committees.

Section 2. Vice President: In case the office of President shall become vacant by death, resignation, or otherwise, or in case of the absence of the President or his disability to discharge the duties of his office, such duties shall, for the time being, devolve upon the Vice President, who shall do and perform such other acts as the Board of Directors may, from time to time, authorize him to do.

Section 3. Secretary: The Secretary shall attend all meetings of the members and the Board of Directors and shall preserve in books of the Association, true minutes of the proceedings of all such meetings. He shall give all notices required by statute, by-law or resolution. He shall perform such other duties as may be delegated to him by the Board of Directors.

Section 4. Treasurer: The Treasurer shall have custody of all corporate funds and shall keep in books belonging to the Association, full and accurate accounts of all receipts and disbursements. He shall deposit all monies in the name of the Association in such depositors as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the Board of Directors at the regular meetings of the Board and at the annual meeting of the members an account of all his transactions as Treasurer, and of the financial condition of the Association. The Board of Directors may require the Treasurer to give bond for the faithful performance of his duties.

AMENDMENTS

These By-Laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members if notice of the proposed amendment, alteration, change, addition or repeal be contained in the notice of the meeting; provided, however, that no amendments may be made to these By-Laws which would contradict, restrict, or otherwise conflict with any of the restrictions recorded for the Subdivision included within the jurisdiction of this Association.