THE PAW PAW LAKE HOME COMPANY BY-LAWS
(Approved November 8, 2015)

ARTICLE I

Section 1. This Corporation shall be known by the name of THE PAW PAW LAKE HOME COMPANY and shall operate under and by virtue of the amended articles of incorporation issued to the Company by the SECRETARY OF THE STATE OF OHIO.

Section 2. Members of this Corporation shall be only those fee simple title holders of record, of the parcels of land shown on the recorded plat of the subdivision in the record of plats of Geauga County, Ohio, on Pages 54 and 55, and known as Paw Paw Lake Subdivision, who shall make an annual contribution to the Corporation in such amounts as the Board of Trustees shall determine. Provided, however, in the event that a record fee simple title holder has entered into a land contract for the sale of a parcel in the subdivision, upon said owners’ written consent, filed with the Board of Trustees, the party or parties purchasing on the land contract become the member and exercise membership rights. In such a case, however, the record title owner remains liable for the annual contributions to the corporation determined by the Board of Trustees until such time as title officially transfers.

Section 3. The purposes of this Corporation is to acquire, own and hold title to all of said Paw Paw Lake Subdivision on the plat mentioned in the preceding Section hereof designated and marked “PARK PROPERTY AND LAKE” and to improve the same and maintain said park property and lake, together with the roads and water system, for the use and enjoyment of the owners and occupiers of the lots on said plat.

Section 4. Membership in this Corporation shall be issued and owned by an owner or owners of a lot in said Paw Paw Lake Subdivision provided, however, that when the title of a lot is in the names of two persons, the said membership shall be issued jointly; provided further that in the case of a husband and wife, where one spouse owns title to a lot, upon the written request of both spouses said membership may be issued to and owned jointly by both. The written request for such joint issue shall acknowledge the liability of both spouses to the Corporation jointly and severally, for such dues and assessments as may be imposed against said membership by a lawful vote of the members at a lawful meeting thereof. Said membership shall not be issued jointly to more than two persons.

Section 5. For the purpose of making necessary improvements, repairs, and the maintenance and upkeep of the Company’s property, each member shall be subject to such assessment as may be determined upon the lawful vote of the members at a lawful meeting of said members. The Board of Trustees shall pass and implement an assessment and dues policy. Any member who shall become more than six (6) months delinquent in the payment of any assessment may be suspended from all Company privileges and shall be subject to legal action by the Board of Trustees, or its representative, for non-payment of said dues including, but not limited to, the filing of a lien. In the event that legal action is instituted, the member shall also be liable to Company for any and all attorney’s fees, interest and costs incurred to secure payment upon this obligation.

Section 6. Should a member, through a failure to maintain his/her property, through his/her negligence, or otherwise, proximately cause damage to Company property, it shall be the responsibility of said member to repair the damage done to Company property, at the member’s sole expense. Members have an affirmative duty to repair and maintain, at the member’s sole expense, all drain tile that runs the length of the member’s frontage on the street, within the Paw Paw Lake “Road Right of Way.” Upon written notification from the Board of Trustees that such damage has occurred, or that drain tile is in need of repair, the member shall have thirty (30) Days within which to repair all such damage or repair the drain tile.

Should a member cut down a tree and/or greenery of any size on Company property without the advance, written permission of the Board of Trustees, the repair of the damage done shall be to replace the tree(s) and/or greenery with the same size and species of tree and/or greenery, all at the member’s sole expense.

In the event that the member fails to make said repairs within said thirty (30) days; the Board of Trustees shall have authority to contract or otherwise incur the expense of making said repair, and paying for said repair. All members have an affirmative duty to cooperate with the Company in permitting contractors and equipment on their property to make such drain tile repairs. The Board of Trustees shall then provide the member with written notice of the amount paid for said repair. If the member does not reimburse the Company for the costs of said repair within thirty (30) days of receipt of such written notice, then the Company may file a certificate of lien in the same manner as provided in Section 5 of this Article.

Section 7. A one-time fee (called the “New Owner Fee”) shall be assessed on a per lot basis against the new owners of each lot purchased after July 1, 2010. All monies collected pursuant to this Section shall be applied exclusively to the Capital Reserve Fund. The New Owner Fee shall be the sum of $750.00. The New Owner Fee is a fee to be paid to the Paw Paw Lake Home Company at the time of closing. All provisions with respect to penalties, interest, costs and attorney’s fees found in Section 5 shall likewise be applicable to the certificate of lien authorized in this New Owner’s Fee in the event of non-payment.

ARTICLE II

Section 1. Regular annual meeting of the members of this Corporation shall be held during the first two weeks of November each year at 7:00 p.m., at a date, time and place determined and designated by the Board of Trustees immediately following the October Board Meeting. Written notice of such place and time of such meeting shall, at members request, be mailed or e-mailed to each member at either their last known address or current e-mail address at least fourteen (14) days prior to the date of such meeting. As to the notice required under this Section 1 and under Section 2 below, notice shall be deemed to have been delivered when the notice is deposited in the United States Mail addressed to a member, postage prepaid, at the address listed on the records of the Association or upon sending an e-mail with delivery receipt requested.

Section 2. Special meetings of the members may be called by a majority of the Board of Trustees at any time, or upon the written request therefore delivered to the President or Secretary of the Corporation, and signed by at least one-third of the members of the Corporation stating the object and purposes thereof The Board of Trustees of the Corporation shall fix the time and place for holding any such special meeting, which, as to any special meeting called at the request of members as herein provided, shall be not later than thirty (30) days from the date of the receipt of the request therefore; and shall notify the members of the Corporation in writing of the time, place and object if such meeting, at least fourteen (14) days prior to the date thereof. No business other than stated in said notice shall be transacted unless all members of this Corporation shall be present or shall agree in writing to such other business transacted at said special meeting.

Section 3. A majority of the members of this Corporation must be present either in person or by proxy to constitute a quorum for the transaction of business at any regular or special meeting of the members.

Section 4. Each membership shall entitle the holder or holders (owner or owners) of record to a vote on all questions at any and all meetings of the members. In the event that membership has been issued to two (2) persons jointly, said membership may be voted by either of them.

Section 5. When a member will not be present at any meeting of the members, it shall be his privilege to have his vote cast by his proxy and such proxy shall be evidenced by a written power of attorney which shall be held only by a member of the Company.

Section 6. A majority of all members at the time of any meeting of the members shall be necessary to the election of Trustees or to determine any matter of corporation policy, and a majority of all votes present at any meeting when a quorum is present shall be necessary to the transaction of ordinary business before any meeting.

Section 7. A record vote shall be kept by the Secretary of the names of all members voting “Aye and nay” upon matters voted upon at any such meeting. However, any member who is in arrears for any dues or assessments in excess of six (6) months may cast their vote, but the vote shall not be counted by the Secretary when recording the “Aye and Nay.”

Section 8. The Board of Trustees shall consist of seven (7) members, elected to serve for terms of three (3) years each. These terms shall be so arranged that not less than two (2) nor more than three (3) expire each year. At each annual meeting of the members as provided for in Article II, Section 1, the same number of trustees as the number whose terms expire that year shall be elected to replace those whose terms expire. No trustee shall be elected to serve consecutive terms, although nothing herein shall prevent a trustee from being elected to serve additional terms if one or more years elapse between terms. The Board of Trustees so elected shall select from its membership each year, a President and Vice President. The Board of Trustees so elected shall also select each year a Secretary and Treasurer of the Corporation who may or may not be trustees but must be members. The offices of Secretary and Treasurer may be concurrently held by one person.

Section 9. At the regular meeting of the members all matters of pertaining to the welfare of the Corporation shall be discussed, the reports of its officers shall be read, its financial condition shown, matters of improvement of the “PARK PROPERTY AND LAKE” and other Corporation property shall be open to discussion, and the policy of the Corporation in relation thereto shall be settled by the vote of the members,

Section 10. An operating and capital budget shall be submitted to the members at each Annual Meeting. Upon completion and approval by members of a five (5) year budget forecast, the Board shall present at the annual meeting each year an updated five (5) year budget forecast. As needed, any modification to the annual operating budget and/or capital budget may be made at Special Meetings scheduled in accordance with Article II, Section 2.

ARTICLE III

Section 1. The business of the Corporation shall be conducted by its Board of Trustees. Business may be transacted at any Board of Trustees meeting wherein at least four (4) members of the Board of Trustees are present. Whatever the numbers of Trustees present at any meeting, it shall always take at least four (4) votes in order to pass a resolution, replace a Trustee, or take any action permitted or required of the Board of Trustees.

Section 2. After each annual meeting, the Board of Trustees shall meet and ratify the action of the members in the election of such Board of Trustees and shall elect the officers in accordance with Article II, Section 8.

Section 3. The Board of Trustees shall have the management of all the affairs and business of the Corporation in carrying out the general policy of the Corporation as determined by the vote of the members. The Board of Trustees shall have the management, regulation and upkeep of the PARK PROPERTY AND LAKE and all other Corporation property and of all the activities and improvements thereon. Provided, however, that any improvement or development program, not including maintenance and needed repairs, involving an expenditure of over $1500.00 of Corporation funds, shall require the approval of a majority of the members present at any regular or special meeting held in compliance with these bylaws. In the event a trustee puts his property up for sale, he shall immediately submit his resignation to the Board of Trustees, provided that by the sale of said property he would no longer be a member in The Paw Paw Lake Home Company, Further, that a trustee shall be disqualified from voting in regard to the approval or disapproval of the transfer of any membership in which he is interested financially.

Section 4. In the event a trustee leaves the Board of Trustees either by resignation or death, his Successor shall be appointed by the Board of Trustees to serve until the next annual meeting at which time an election will be held to fill unexpired term.

Section 5. The Board of Trustees shall hold regular meetings once each month at such time and place as they shall determine. Special meetings may be called by the President or by any three (3) of the trustees. At least two (2) days’ notice of such special meeting, either in writing at the last known address or by persona/ notice to each trustee, shall be given as to the time and place of such meeting and of the purpose for which it was called. Such notice shall be deemed to have been waived if all members or such Board of Trustees shall be present at any such meeting.

Section 6. The Board of Trustees may appoint or employ a custodian of the PARK PROPERTY AND LAKE and other Corporation property who shall have direct charge, under the supervision of the Board of Trustees, offish, game, buildings, grounds and lake located on said property. It shall be the duty of the custodian to make reports to the Board of Trustees of all matters pertaining to his position.

Section 7. The Board of Trustees and officers are indemnified by the members for actions involving the performance of their duties as Trustees and officers of the Corporation, provided such actions are not of a criminal nature. The Board of Trustees and officers have authority to purchase insurance to protect. themselves against any and all lawsuits arising out of performance of duties as Trustees and officers of The Paw Paw Lake Home Company,

Section 8. The Board of Trustees will include in the annual budget the amount necessary to purchase the above insurance for the next operating year.

ARTICLE IV

Section 1. The President, Vice President, Secretary and Treasurer shall serve as such from the date of their election until their successors are elected or selected and qualified as provided in these by- laws.

Section 2. The President shall preside at all meetings of the members and the Board of Trustees; he shall have executive charge of all the business of the Corporation; he shall, by and with the advice and consent of the Board of Trustees, employ any labor and purchase all material and supplies necessary to can), out the improvements, repairs and maintenance of the property of the Corporation. He shall sign all membership certificates or other legal documents for or of the Corporation. He shall make reports of his actions to the Board of Trustees and shall make a report to the members at each meeting thereof together with such recommendations and suggestions as he may deem for the best interests of the Corporation. He shall appoint a committee to audit the books of the Corporation at the end of each fiscal year.

Section 3. The Secretary shall keep a record of all meetings of the members and the Board of Trustees; he shall be custodian of all records, books, papers, and documents pertaining to the affairs of the Corporation. He shall sign all legal documents of the Corporation and attach the seal of the Corporation thereto. He shall perform such other duties as may be directed by the Board of Trustees or the members. The Secretary shall be compensated as agreed upon by the Board of Trustees.

Section 4. The Treasurer shall receive all monies accruing to the Corporation giving his receipt therefore when requested. The Treasurer shall pay all financial obligations of the Corporation but only after such payment has been approved by the Board of Trustees and the action of the Board has been itemized in the minutes. He shall open and keep a treasurer’s record of all financial transactions of the Corporation and make a written report thereof to the members at the annual meeting, or to the Board of Trustees upon their request. He shall deposit all funds of the Corporation in such bank or banks or other financial institutions as may be designated by the members or Board of Trustees and such funds may be withdrawn therefore upon check or draft signed by him as Treasurer. The Treasurer shall not be liable for any failure of the responsibility of such designated depository. The Treasurer shall be compensated as agreed upon by the Board of Trustees. The Treasurer shall be bonded by the Corporation.

Section 5. All reports provided for herein shall be in writing and shall be filed or recorded as shall be determined by the members or the Board of Trustees to whom such reports may be made.

ARTICLE V

Section 1. The seal of this Corporation shall be an impression, a copy of which is here impressed.

ARTICLE VI

Section 1. Members shall file with the Secretary of the Corporation their post office address, giving notice in writing of any change thereof in order that notices of meetings and other matters may promptly and surely reach the members.

Section 2. THE PARK PROPERTY AND LAKE owned by the Corporation is intended for the use and enjoyment of the lot owners of the Paw Paw Lake Subdivision. To the end that such use shall be mutual and enjoyable and subject to the Regulations adopted by the Board of Trustees from time to time. A current copy of the Regulations shall be attached to these By-Laws as Appendix A.

Section 3. No membership in the Corporation shall be awarded from the Corporation or by any member to any person except as provided for in Article 1, Section 4. All privileges of the use and enjoyment of the Corporation’s park property and lake are and shall be conferred by membership in the Corporation, and not by ownership of a lot or lots in the subdivision.

Section 4. No membership shall be awarded to any person until the name of person shall have been submitted to the Board of Trustees at a regular meeting or a special meeting of said body and the transfer of said membership be accepted by a majority vote of the Board of Trustees.

Section 5. The above conditions and limitations shall be printed on each certificate of the membership of the Corporation and shall apply to all memberships thereof.

Section 6. Only a member of this Corporation and his or her family and the guests of his or her household shall have the privileges of the park, lake and grounds of the Corporation, and in the event of any house belonging to a member being rented, the tenant shall not have such privileges except by the written consent and agreement of the Board of Trustees.

Section 7. Members, their families and guests shall obey and conform to the rules and regulations of the Board of Trustees in relation to the use of the lake and grounds and other facilities furnished by or under the control of the Corporation. They and each of them agree to abide by and conform to any order of the Board of Trustees pertaining to these regulations. Members, their families and guests also agree to hold blameless and harmless the Corporation and its trustees and officers for any damage or injury suffered by them in the use and enjoyment of the park, lake, and grounds of the Corporation.

Section 8. No building or buildings shall be erected on any lot in the Paw Paw Lake Subdivision without a written permit from the Board of Trustees; who are to view the site and consult with adjoining lot owners before issuing the permit. Provided that the building or buildings are approved by the Village of South Russell Architectural Board of Review and/or South Russell Zoning Board of Appeals, permission will not be unreasonably denied.

Section 9. Each member hereby agrees that in the use and occupation of the lot or lots, owned by them respectively in said subdivision, the plans and specifications for any building shall be submitted to the Board of Trustees for their approval and written permit before any construction is started; that no member shall erect, or allow to be erected, more than one building useable for dwelling purposes on any one lot; and that no member shall use, or allow and permit the use of his or her lot as a place of public resort, or to erect, or permit the erection of tents, sheds, auto trailers or other tenements thereon for the purpose of dwelling therein, or permit others to erect, use or dwell in same on his or her lot.

Section 10. Camps or encampments shall not be permitted on the park and grounds of the Corporation.

Section 11. Each member agrees to use and occupy their property in conformance with the Village of South Russell Codified Ordinances.

Section 12. Fishing in the lake and on the property of the Corporation shall be permitted, subject to fish and game laws of Ohio, except at such times or times as the Board of Trustees shall rule otherwise. The Board of Trustees shall make such regulations covering fishing on the property of the Corporation, subject to the fish and game laws of the State of Ohio, as it deems expedient for the welfare and good of the Corporation and members. No hunting shall be permitted on the property of the Corporation except as expressly authorized by the Board of Trustees.

Section 13. The Board of Trustees shall from time to time make such rules and regulations as it deems necessary for the good of the Corporation as to the use of the park, lake and other grounds. A copy of such rules and regulations, together with those covering fishing and hunting, shall be sent to each member.

Section 14. Members shall not transfer the privileges, conferred by their membership in the Corporation, to the park, lake and other property of the Corporation without the written permission of the Board of Trustees

Section 15. Any member who shall violate these rules and regulations or any rules adopted by the members or the Board of Trustees, covering the use of the park, lake and other property of the Corporation, may be suspended from the use of said park, lake and other property of the Corporation by the Board of Trustees. Provided, however, that such suspension shall either be approved or rescinded by the vote of-a majority of the members present at a membership meeting to be called within thirty (30) days from the date of said suspension for the purpose of acting thereon.

ARTICLE VII

Section 1. These by-laws may be amended by a two-thirds vote of all members at any special or regular meeting of the members provided a notice of time and place of the meeting and a copy of the proposed amendment be mailed to each member at least fourteen (14) days before such meeting.

ARTICLE VIII

Section 1. All previous by-laws and regulations heretofore in effect are hereby repealed. These by-laws include all amendments approved at stockholders/members meetings through