AMENDED BY LAWS OF THE LAKE

AMENDED BYLAWS OF THE LAKE COMO BEACH

PROPERTY OWNERS ASSOCIATION, INCORPORATED

ARTICLE I. TITLE, CORPORATION SEAL AND ADMINISTRATIVE

GUIDELINESOF THE CORPORATION

ARTICLE II. MEMBERSHIP

ARTICLE III. OFFICERS and DIRECTORS

ARTICLE IV. ASSESSMENTS

ARTICLE V. MEETINGS

ARTICLE VI. COMMITTEES

ARTICLE VII. DUTIES OF OFFICERS, BOARD of DIRECTORS, EMPLOYEES

ARTICLE VIII. CORPORATION AUDITS, AUTHORITY and ASSETS

ARTICLE IX. VOTING POWERS OF MEMBERS

ARTICLE X. SUSPENSION OF MEMBERS

ARTICLE IX. NOMINATION and ELECTION of OFFICERS

ARTICLE XII. MISCELLANEOUS PROVISIONS

ARTICLE XIII. PIER APPLICATION and COMPLIANCE, GENERAL

ARTICLE X IV. BOUNDRIES

ARTICLE XV. BYLAWS

AMENDED BY-LAWS OF THE LAKE COMO BEACH

PROPERTY OWNERS ASSOCIATION, INCORPORATED (Proposed 06/2009)

ARTICLE I

TITLE, CORPORATION SEAL, and ADMINISTRATIVE GUIDELINES OF THE CORPORATION

1.01 Name. The name of the Corporation shall be Lake Como Beach Property Owners Association, Inc. (hereinafter “Corporation”, “LCBPOA” or “Association”). The Lake Como Beach Property Owners Association is organized as a nonprofit, non-stock corporation under Chapter181 of the Wisconsin statutes. The Corporation shall not participate in partisan political activity.

1.02 Compliance. The Corporation shall have a seal which shall be in the form of circle with the following words thereon: “Lake Como Beach Property Owners Association, Incorporated 1926”. The Corporation shall be operated in a manner to be compliant with all applicable federal, state and county laws and shall further conduct the business of Corporation consistent with the provisions of these Bylaws and directed by parliamentary procedures as set forth in the then current edition of “Roberts Rules of Order” and as prescribed in Wis. 181.

1.03 Mission Statement: The LCBPOA shall carry out the programs of the Association and make effective representations on behalf of its members and manage the affairs, assets, and property of the Corporation in a manner that promotes the best interests of its members, community assets, and the interests of the community as a whole.

ARTICLE II

MEMBERSHIP

2.01 Membership Eligibility and Responsibilities. Membership in the Lake Como Beach Property Owners Association, Inc. is conditioned upon ownership of a parcel located within the Lake Como Beach subdivision and payment of all assessments, fees and dues. A parcel is defined as any number of contiguous lots on which a single, family use residence can be built or has been built pursuant to the then current building codes as specified in section 9.01.

A member shall be any of the following:

(a) An individual who is listed on the title as an owner of real estate in Lake Como Beach Subdivision,

(b) A single individual designated Trustee of a trust which holds title to the membership qualifying parcel,

(d) A single individual designated partner of a partnership which holds title to the membership qualifying parcel,

(e) A single individual designated officer or director of a corporation which holds title to the membership qualifying parcel.

Each member shall be responsible for payment of all assessments, fees, and dues which may be fixed by the Bylaws of the Corporation and the Board of Directors and approved by the members of the Corporation. It is the responsibility of each member to provide, update, and confirm that accurate member contact information, (postal address, phone number(s) and email address) is provided to the Corporation. A member may request, and the Clerk shall provide, written verification of his or her contact information/records. The Clerk shall provide this confirmation notice in written form within (ten) 10 days. When any member or entity ceases to be a real estate owner of a membership qualifying parcel within the LCBPOA, as defined herein, he or she thereupon ceases to be a regular member of the Corporation.

ARTICLE III

OFFICERS AND DIRECTORS

3.01 Officers. The governing body of the Lake Como Beach Property Owners Association, Inc. shall be its Board of Directors comprised of an Executive Board to include the offices of President, Vice President, Secretary and Treasurer plus ten (10) District Directors. There shall be a maximum of two (2) District Directors elected by the District resident members for each of the five (5) designated Districts. One (1) Director in each District must be a full time resident to be eligible for election. Any member holding a position on the Executive Board or the position of Director shall be a member, in good standing, of the LCBPOA and be a member as described in Section 2.01(a), (b), (c) or (d). Members described in Section 2.01 (e) may not serve in any capacity on the Board of Directors. Full time resident members must reside at the primary property address of record, within LCBPOA boundaries, for no less than nine months in any calendar year.

3.02 Executive Board. The Executive Officers of the Corporation shall be the President, Vice-President, Secretary and Treasurer. All members of the Executive Board must be a full time permanent resident of the Lake Como Beach subdivision and be a member in good standing of the LCBPOA. No Executive Officer may hold more than one position on the Board of Directors at any one time. No Executive Board member may be a member of any standing committee of the Corporation. The Executive Board and District Directors shall be elected pursuant to Article XI.

3.03 District Director Eligibility. Any member of the Corporation in good standing who wishes to be a District Director must attend at least three (3) Board of Directors meetings within the preceding one (1) year period to be eligible for the position of District Director.

3.04 Advisors to the Corporation. The Board of Directors may designate and provide for the creation and nomination of additional Officer or Directors positions as may be deemed in the best interest of the Corporation. Any such nomination must be confirmed by a majority vote of the Board of Directors. The President may appoint non-compensated advisers to the Corporation, subject to Board approval, including a Parliamentarian and a Sergeant at Arms whose duties are defined as follows;

Parliamentarian: The Parliamentarian shall be an advisor to the President and the members of the Corporation. As the need arises, the Parliamentarian shall advise the presiding officer, the organization, and the individual members of the Corporation on matters of parliamentary procedure and specific application of Robert’s Rules of Order for the orderly conduct of the business of the Corporation. In this role the Parliamentarian is to act as an impartial advisor removed from any debate or issue at hand. The Parliamentarian may be a current Board member or any member in good standing.

Sergeant-At-Arms: The Sergeant-At-Arms shall assist in preserving order at all meetings and social functions of the Corporation and shall perform other business duties of the Corporation as may be directed by the President or presiding officer from time to time.

3.05 Vacancies. Any vacancy on the Executive Board or Board of Directors, excluding the office of President, occurring between regular elections as scheduled for the vacant position, may be filled by a candidate nominated by any member of the Executive Board, Board of Directors or the President. Approval will be by a majority vote of the Board of Directors. A vacancy occurring in the office of President will be filled by special election by vote of the regular members of the Corporation, held at a Special Meeting called for that purpose.

3.06 Term of Office, Disclosure. The Executive Officers and Directors of the Corporation shall be elected for a term of not less than four (4) years. An Executive Officer or Director may be elected to consecutive terms. Any Officer or Director of the Corporation shall be required to disclose any compensated business, personal, or financial relationship with the Corporation or its officers that may be construed to be a conflict of interest, under a test of reasonability, including survival under normal public scrutiny. Such disclosures are subject to review by the Finance Committee and Board of Directors.

3.07 Removal. Any Director and/or agent of the Corporation may be removed at any time, with cause, and not withstanding the contract rights, if any, of the Executive Officer, Director or agent removed. The election or appointment of an Executive Officer, Director or agent does not itself create contract rights. An Executive Officer may be removed from office by the affirmative majority vote of the regular members entitled to vote for the above stated positions, held at a Special Meeting of the membership called for that purpose. A District Director may be removed from office by a majority vote of the eligible voting members within that district, supervised by the Board of Directors, held at a meeting of the membership called for that purpose. A District Director or Executive Officer may resign at any time by delivering written notice of his or her resignation to the Board of Directors or to the Corporation. A resignation is effective when the notice is delivered, unless the notice specifies, and the Board agrees to, a later effective date.

ARTICLE IV

ASSESSMENTS

4.01 Assessments, Dues, Fees. The Corporation shall have the power to require payment of regular assessments, special assessments, parking fees, pier fees and dues for the general benefit of the Corporation. All assessments will require an affirmative majority vote, of the eligible voting members, at an Annual, Fall Membership, or Special meeting of the Corporation at which a quorum is present. All assessments shall be paid by members owning real estate within the Lake Como Beach Subdivision within sixty (60) days of the postmark date of the written notice. All unpaid assessments shall accumulate interest at a rate of one and three-quarter

percent (1.75%) simple interest per month. The Corporation shall be entitled to file a property

lien to recover any and all unpaid assessments in arrears for more than 180 days. Upon the

transfer to another party, of any membership qualifying parcel, the purchaser of the parcel may

not become a member in good standing, of the Corporation, until all unpaid assessments of the

previous owner of the parcel are paid in full. The Corporation shall be entitled to attorneys’ fees

and costs to enforce payment of the assessments. The annual assessments, special assessments,

parking fees, pier fees and dues collected by the Corporation shall be deposited in its general

fund for the purpose of operating the community grounds , buildings, and functions of the

Corporation, or for the purpose of making whatever improvements the Board of Directors

or members of the Corporation , at a general or special meeting may, by majority vote, decide.

4.02 Member Access. Under no circumstances may an owner of real estate who is in arrears for failure to pay dues, any assessment or parking fees be a guest of another member for the purpose of utilizing the grounds, beach, clubhouse and other assets of the Corporation. Only members of the Corporation, who are in good standing, are eligible to apply for a pier permit from the Corporation.

ARTICLE V

MEETINGS

5.01 Membership Meetings. Meetings of the regular members of the Corporation shall be held twice per year and participation will be open to all members in good standing. All Membership meetings will be held at the community club house at Lake Como Beach, Town of Geneva, Walworth County, Wisconsin. Notice for all publicly held meetings of the Corporation shall be provided through the normal communications channels of the Corporation as defined in Article 12.02. If the day fixed for the Annual Membership or Fall Membership Meeting shall be a legal holiday, such meeting shall be held on the next succeeding Sunday. All meetings at which business of the Corporation is to be conducted shall be governed by parliamentary procedure in accordance with the then current published version of “Roberts Rules of Order”.

5.02 Annual Meetings. An Annual Meeting of the regular members of the Corporation shall be held on the third (3^rd) Sunday in May of every year. The Annual Meeting shall be open to all members in good standing and shall be for the purpose of considering any business of the Corporation including, but not limited to, all matters of old business of the Corporation including matters from the most recent prior meeting of the membership, current financial reports, reports of all standing and active committees, and any new business as brought by members in attendance. Members shall be allowed to present, debate and vote on any matter of interest to the Corporation.

5.03 Fall Membership Meeting. A Fall Membership meeting of the regular members of the Corporation shall be held on the second (2^nd) Sunday in October of every year. The Fall Membership meeting shall be open to all members in good standing and shall be for the purpose of considering any business of the Corporation. All matters, business and procedures of the Corporation as conducted at the Annual Meeting shall be allowed at the Fall Membership meeting.

5.04 Board of Directors meetings. Meetings of the Board of Directors shall be held no less than quarterly. Board of Directors meetings are held for the purpose of conducting the business of the Corporation as defined on the approved Board of Directors meeting agenda. At no time during a Board of Directors meeting may the Board conduct any vote affecting Corporation business in a closed session. Member participation at Board meetings shall be held to published agenda items, subject to recognition by the presiding officer, or as permitted by an affirmative majority vote of the Board of Directors. New business brought by members for consideration of the Board of Directors shall be by notice to the Secretary 24 hours in advance of the Board meeting for inclusion on the agenda. Members in attendance at a publicly held Board meeting may present new business for future Board consideration under Member Comments. Member comments will be allowed at the discretion of the Board at the conclusion of the Board meeting agenda.

5.05 Special Board Meetings. Special Board of Directors meetings may be held at any time or place on call of any Board member. Notice of such meeting shall be given to all Board members by mail, in person or by telephone at least five (5) days prior to the date thereof. Notice of a Special Board meeting shall provide a description of the purpose of the meeting at which no other business shall be conducted. Special Board meetings may be requested by any Board member for the purpose of addressing an immediate or pressing need of the Corporation that cannot be handled in a timely manner at the next regularly scheduled meeting of the Corporation. Special Board meetings may not be called to create or fill vacancies on the Executive Board or Board of Directors. Any action(s) taken at a Special Board meeting shall be reported, including published minutes of the meeting, at the next publicly held meeting of the Corporation.

5.06 Board Workshop meetings. Board workshop meetings may be held at any time or place on call of any Board member. Notice of such meeting shall be given to all Board members by mail, in person or by telephone at least five (5) days prior to the date thereof. Workshop Meetings are restricted to Board member preparation for scheduled Board of Directors or membership meetings. No vote affecting the business affairs of the Corporation shall be conducted at a Board Workshop meeting. All such matters that require a Board of Directors vote shall be conducted at a publicly held Board, Membership, or Special Meeting called for that purpose.

5.07 Special Membership meetings. Special Meetings of the membership may be held at any time on call of the Secretary in receipt of a written request of twenty five (25) or more regular members of the Corporation. At least ten (10) business days notice of each Membership or Special Meeting of the regular members of the Corporation shall be given to the members by mail. Further, notice will be made by publication in the Lake Geneva Regional News at least ten (10) business days prior to the date of the meeting. The purpose(s) and object(s) of the meeting shall be stated in the notice. No business other than that stated in the notice shall be transacted at a Special meeting.

5.08 Quorum, Membership. No business shall be transacted at an Annual, Fall Membership or Special meeting unless a quorum is present. Twenty-five (25) regular members shall constitute a quorum at any Annual, Fall Membership or Special meeting of the Corporation. In the absence of a quorum, the meeting may be adjourned to a time and place to be fixed by the presiding officer of the adjourned meeting. The Secretary shall provide written notice to all regular members specifying the date, time and location of the re-scheduled meeting. The regular members shall be entitled to ten (10) business day’s prior notice of any rescheduled membership or special meeting.

5.09 Quorum, Board. No business shall be transacted at a Board of Directors meeting unless a quorum is present. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum the presiding officer may adjourn the meeting to such time and place as may be deemed appropriate by the Board members present. Notice of the rescheduled meeting shall be provided to the absent Board members by direct contact from the presiding officer of the adjourned meeting.

5.10 Officer and Director Absence. Any Executive Board member or Director may be absent from three (3) meetings of the Corporation including Board of Directors, Workshop, Special, Annual or Fall Membership meetings per fiscal year, without being excused by the President. Any Executive Board member or District Director absent from more than three (3) meetings without being excused by the President may be subject to suspension as defined below. The Secretary shall notify him or her of the pending suspension by certified mail. The suspended Board member may appear at the next Board of Directors meeting and explain his or her reason for absence and the Board of Directors may, by majority vote, reinstate or expel such board member. Failure to appear at the next Board of Director’s meeting following notification by the Secretary, shall automatically sustain the expulsion of the board member in question.

5.11 Meetings, order of business. At all Annual, Fall Membership, Special or Board of Directors meetings the order of business shall be:

1. Pledge of Allegiance.

2. Roll Call of Officers and Directors.

3. Approval of the Agenda.

4. Presentation of the minutes of the prior Board, Special or Membership meeting of the Corporation (as applicable).

5. Presentation of the Treasurer’s report, financial and audit reports.

6. Executive Officer’s and Clerk reports.

7. Standing committee reports;

- Finance Committee

- Pier Committee

8. Other committee reports.

9. Old business.

10. New business

Member Comments

11. Adjournment.

ARTICLE VI

COMMITTEES

6.01 Committees. The Board of Directors may establish one or more committees and nominate its’ members subject to an affirmative vote of the Board of Directors, except the Pier and Finance committees. Each committee shall consist of three or more members. Unless otherwise provided by the Board of Directors, members of a committee shall serve in the best interest of the Corporation. To the extent specified by the Board of Directors, in the Articles of Incorporation or Bylaws, each committee may exercise the powers of the Corporation, except that a committee may not do any of the following: (a) appoint counsel; (b) appoint consultants or advisors, and; (c) sign, execute or acknowledge deeds, mortgages, loans, notes, bonds, stock certificates, contracts, leases, reports, checks, and all other similar documents or instruments. No committee shall cause expenditure of Corporation funds without the express approval of the Board of Directors. Each committee will present a preliminary written budget to the Board of Directors and receive approval prior to any expenditure.

STANDING COMMITTEES

6.02 Finance Committee, vendor bidding: The Finance Committee shall be comprised of three (3) general members of the Corporation. The Finance Committee shall be elected by the membership of the Corporation from among their number and shall serve for a period of four (4) years. Election of the Finance Committee shall occur every four (4) years and will coincide with the election for Secretary, Treasurer and Directors for Districts 3, 4 and 5, beginning in 2013. No, then current, member of the Board of Directors may serve on the Finance Committee. Any budget or finance related matter initiated by or affecting the Corporation may be subject to review by the Finance Committee upon call of the Membership by majority vote at any legal meeting of the Corporation. The Finance Committee shall be charged with reviewing budget and related financial matters affecting the Corporation and preparation of the annual budget of the Corporation. These duties shall include but are not limited to, oversight of all financial functions and records of the offices of the Treasurer and Clerk. Two of the three (3) members of the Finance Committee shall review and approve all disbursements, payments, drafts or checks made to any person or entity from Corporation assets prior to disbursement. The Finance Committee shall have open access to any and all financial records of the Corporation at any time and shall be responsible for the reconciliation of all Corporation bank statements on a monthly basis. Further, it shall be the responsibility of the Finance Committee to assure that all vendor, supplier, contract or service provider expenses that will exceed $500.00 are subject to a sealed competitive bidding process requiring a minimum of (3) three vendor/supplier bids. If any member of the Board of Directors (including immediate family members), is a bidder for the purpose of providing compensated goods or services to the Corporation, it shall be the responsibility of the Finance Committee to assure that no conflict of interest, or circumstance that would not survive common public scrutiny, will exist if that member would be awarded a contract resulting in compensation with Corporation assets. The Finance Committee shall present subsequent recommendations to the Board of Directors prior to the award of any bid or contract or incurring any such expense. Recommendations of the Finance Committee shall be reported at the regularly scheduled Board and Membership meetings of the Corporation.

6.03 Pier Committee: A standing pier committee shall be elected by the members of the Corporation from among their number and shall serve for a period of four (4) years. Positions on the Pier Committee shall be filled by majority vote of the membership held in conjunction with elections for the positions of President, Vice President and District Directors for Districts 1 and 2 beginning in 2011 and every 4 years thereafter. The Pier Committee shall consist of an odd number of members with a minimum of three (3), and a maximum of five (5) members. No member of the Executive Board may serve as a member of the Pier Committee. The Pier Committee will not have the power or right to revoke a member(s) pier privilege or pier waiting list position. It shall be the responsibility of the Pier Committee to make recommendations to the Board of Directors regarding all matters related to pier privilege assignment, pier applications, pier waiting list status, and pier Policies and Procedures. All Pier Committee recommendations to revoke either existing pier privileges or position on the pier waiting list must be confirmed or rejected by a majority vote of the Board of Directors at a publicly held Board or Membership meeting. Further, it shall be the responsibility of the Pier Committee to provide oversight of pier applications, assignment, installations and removals, pier size and location compliance, and to maintain a current, reconcilable pier application and assignment list. Pier lists may be encoded by tax key number or other suitable coding method to assure the privacy of those listed. Access to these lists will be to any Corporation member in good standing. The Board of Directors shall hold the sole authority to confirm Pier Policies and Procedures and approval of assignment or rejection of member pier privileges or eligibility status. The Pier Committee will be responsible for written communication with a then current pier holder(s) or applicant(s) regarding any pending recommendation to the Board of Directors which will end or curtail any pier or pier applicant privileges. Notice to the affected member(s) will be made via registered U.S. mail at least ten (10) business days prior to the meeting at which such action will be considered by the Board of Directors. The affected member(s) have the right to appeal a pending decision regarding pier eligibility, by written notice to the Board of Directors, within 30 days of receipt of such written notification. If a member’s pier privileges or waiting list status are revoked by Board vote, the affected member(s) shall be notified by the Pier Committee by certified mail, within five (5) business days of that decision. The Board of Directors shall allow a member presentation, (at a closed Board session if so requested by the member), at a legal meeting of the Corporation to appeal a rejection of Pier privileges or waiting list status.

6.04 Lakeshore Committee: The Lake Shore Committee shall consist of a minimum of three (3) and up to five (5) members who shall be responsible for review and recommendations to the Board of Directors and membership regarding all matters relating to the health, maintenance, water quality, revetment and erosion control of the northern shoreline of Lake Como. Further responsibilities include monitoring and recommendations regarding; safety and cleanliness issues, lighting, lakeshore recreational equipment and patrolling of the lakeshore, beaches, and launch facilities. Additionally the Lakeshore committee shall act in the capacity of liaison for the Corporation with local, state and national conservation and DNR agencies.

6.05 Fund Raising (Ways and Means) Committee: The Fund Raising Committee shall consist of a minimum of two (2) members and shall be responsible for the identification, development and implementation of strategies and processes to generate additional revenues to support Corporation needs. These duties specifically include development of and maintaining a list of potential donors and sponsors for the support of Corporation projects including identification, application and management of any federal, state or local matching funds, loan or grant programs. Duties shall also include oversight of all Corporation sponsored local fund raising efforts. The Fundraising Committee shall maintain all revenues generated in separate bank accounts with all revenue dedicated solely to the defined project or result defined prior to revenue generation. The Committee will maintain and report its financial records using generally accepted accounting practices (GAAP) as defined in 7.04. At no time shall any revenues generated by the Fund Raising Committee be comingled or integrated with the general operating accounts or other funds of the Corporation. All Fund Raising Committee books shall be subject to oversight and audit by the Finance Committee at any time. The Fund Raising committee shall maintain its books, records, finances and reporting consistent with the manner and methods defined in Articles 6.01, 7.04, 8.01 as applicable and as defined elsewhere within these Bylaws.

6.06 Clubhouse Committee: The Clubhouse Committee shall consist of a minimum of three (3) and a maximum of five (5) members and shall be responsible for supervision and oversight of all operations of the clubhouse facilities. These duties shall include supervision of all clubhouse use including recommendations for hiring and supervision of all employees, contractors or vendors providing compensated services, and security, rentals and promotion, LCBPOA usage, scheduling, reporting and reconciliation of all rental revenues and expenses. Further, the Clubhouse Committee shall evaluate rental rates and make subsequent rental rate recommendations to the Board of Directors. The Clubhouse Committee shall also supervise all canteen (bar) and kitchen operations including stocking, inventory, and reconciliation and reporting of all revenue and expenses monthly to the Corporation. The Clubhouse Committee shall prepare an annual budget for presentation at each Annual meeting for membership approval. The Clubhouse Committee is also responsible for supervision of the maintenance and upkeep of the building and grounds and to make recommendations to the Board as needed.

6.07 Activity/Welcoming Committee – The Activity/Welcoming Committee shall consist of a minimum of three (3), up to five (5) regular members of the Corporation whose responsibilities shall be; to produce and maintain welcome packages and distribute to the appropriate Director, to be in charge of promoting and advertising social events, community activities, and to assist with set-up and clean-up of these events/activities. The Activity/Welcoming Committee will also sponsor a meet-the-candidates night at least one month prior to regularly scheduled elections. All Activity/Welcoming Committee books shall be subject to oversight and audit by the Finance Committee at any time. The Activity/Welcoming Committee shall maintain its books, records, finances and reporting consistent with the manner and methods defined in Articles 6.01, 7.04, 8.01 as applicable and as defined elsewhere within these Bylaws.

ARTICLE VII

DUTIES OF OFFICERS,

BOARD OF DIRECTORS, EMPLOYEES

7.01 President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, will in general, supervise all of the day to day business affairs, employees or contractors of the Corporation. The President shall, when present, preside at all meetings of the membership and the Board of Directors. The President shall have the authority, as defined within these bylaws, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and delegate authority to them subject to approval of a majority vote of the Board of Directors. Such agents and employees shall retain their position at the discretion of the Board of Directors. The President shall have the authority to sign, execute and acknowledge, on behalf of the Corporation; all deeds, mortgages, loans, notes, bonds, stock certificates, contracts, leases, reports, checks, overdrafts, and all other similar documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, which shall be authorized by resolution of the Board of Directors. The President shall have responsibility as one of two signatures required for the withdrawal of Corporation funds. Withdrawal of Corporation funds shall require two (2) signatures, one which shall be the President along with the Treasurer as established under Section 3.02. Except as otherwise provided by law, the Board of Directors, or the Bylaws of the Corporation, the President may authorize the Vice-President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place. In general, the President shall perform all duties incidental to the office of President and have such other duties as may be prescribed by the Board of Directors or membership from time to time.

7.02 Vice-President. In the absence of the President, or in the event of his or her death, inability or refusal to act, or in the event it shall be impractical for the President to act personally, the Vice-President shall perform the duties and act within the authority of the Office of the President. When so acting, the Vice-President shall perform such other duties and have such authority as may be delegated or assigned to him or her by the President or the Board of Directors. When so acting, the execution of any instrument of the Corporation by the Vice-President shall be conclusive evidence, to third parties, of his or her authority to act on behalf of the President.

7.03 Secretary. The Secretary shall: (a) co-sign all deeds, mortgages, loans, notes, bonds, stock certificates, contracts, leases, reports, and all other similar documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or the Board of Directors the Secretary shall; (b) affix the seal of the Corporation to such papers executed on behalf of the Corporation as shall be required or directed to be sealed; (c) keep any minutes of all meetings of the members of the Corporation and of the Board of Directors meetings that may be prepared in one or more books provided for that purpose; (d) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (e) be custodian of the corporate records; (f) the Secretary will prepare the approved minutes for distribution, (g) receive, secure, date stamp, and log all incoming mail a minimum of three days per calendar week, (h) distribute the mail as appropriate; and (i) in general, perform all duties incidental to the office of Secretary and have such other duties and exercise such authority as from time to time may be assigned to him or her by the President or by the Board of Directors. The Secretary shall maintain the Corporation’s records in written form or in another form capable of conversion into written form within a reasonable time. All documents and communications generated by the Secretary shall require the signature of both the Secretary and the President. The Secretary is required to audio tape all public meetings of the Corporation and present transcribed minutes prior to the next meeting of the Corporation. The transcribed minutes will accurately represent the actions taken at any given meeting. The Secretary is to post all notices, agendas, etc., by any and all means legally available to the Corporation.

7.04 Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and record all monies due and payable to the Corporation from any source whatsoever; (c) provide and maintain receipts for any financial transaction of the Corporation: (d) shall be responsible to co-sign any checks for expenditures of the Corporation which must be co-signed by the President as defined in Article 7.01; (e) deposit all such monies in the appropriate accounts of the Corporation in such banks, trust companies or other depositories as designated by the Board of Directors; and (f) in general perform all the duties incidental to the office of the Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the Board of Directors. The Treasurer shall prepare and present a properly balanced report monthly, including petty cash, utilizing a generally accepted accounting software package (all records must be duplicated via a suitable back-up media stored in either an on-site fireproof safe or a safe deposit box maintained at a local financial institution for that purpose). The Treasurer will utilize generally accepted accounting practices (GAAP), for reconciliation of every financial transaction of the Corporation. All financial records of the Corporation are subject to review by the Finance Committee at any time, but no less than every six months during the fiscal year. It is required that the Treasurer and the Clerk shall give a bond for the faithful discharge of their duties. The cost of such bond shall be born by the Corporation. Petty Cash; the Treasurer shall maintain and reconcile petty cash (petty cash is defined as on hand cash assets and expenditures of the Corporation that do not exceed $500). Petty cash must be reconciled and reported in the manner prescribed above. Petty cash and all receipts of the Corporation shall be secured at the Corporation offices or designated financial institution of the Corporation. All petty cash transaction records are subject to Finance Committee review at any time. The Treasurer shall be responsible for securing all revenues of the Corporation that are received after normal banking hours by securing in the Corporation safe.

7.05 Clerk. A non-voting employee of the Corporation hired by the Board of Directors based on recommendations from the Candidate Review Committee. If the Clerk is a resident member of the Association the Clerk must be a member of the Corporation, in good standing, at all times. The Clerk works under the direction of the Board of Directors. The Clerk shall bill and collect all assessments, parking fees and other fees as established by the Board of Directors of the Corporation. Also, the Clerk may receive and record monies due and payable to the Corporation for assessments, parking fees, and dues and produce, provide and maintain receipt copies for every financial transaction performed on behalf of the Corporation, and immediately forward any monies, bills or other correspondence received on behalf of the Corporation to the Treasurer of the Corporation. The Clerk is required to receive and maintain a receipt from the Treasurer for the exchange of any Corporation funds. The Clerk keeps and maintains a current record of the Corporation’s members in a form that permits preparation of a list of the names and addresses of property owners. The Clerk is responsible for the preparation, mailing, and collection of all assessments established by the Corporation and accurate recording and retention of associated records. Also, the Clerk collects parking fees and dues and issues parking identification to regular members in good standing. Parking identification is to be valid from the 1^st day of July of the current year to the 30^th day of June of the following year in which dues are paid. The Clerk will keep, timely update, and maintain a current record of the names and addresses and membership standing of each property owner/member. These records shall be available and furnished to the officers of the Corporation in the course of the performance of their regular duties or in the best interest of the operations of the Corporation. Vacancies for the position of Clerk; a Candidate Review Committee shall be made up of three to five Board members who will make recommendations to the Board of Directors regarding prospective candidates for the position of Clerk.

7.06 District Directors. Each Director must attend and participate in organizing, from start to finish, at least two (2) of the activities of the Corporation per year and be responsible for other duties as assigned by the Board of Directors. Each District Director shall have the responsibility to greet and introduce themselves, as a Director of the Association, to new members within their District, in person and if not practical, in writing as soon as possible but not to exceed 90 days. Non-completion of the requirements shall result in no Director pay upon majority vote of the Board of Directors. The Director in question will abstain from participation in this vote.

7.07 Officer Expenses. The Officers and Directors of the Corporation shall be reimbursed for reasonable expenses approved by the Board of Directors. Emergency expenses of the Corporation (i.e., Clubhouse repairs) may be authorized by the President in contact with available Executive Board Members. The Officers and Directors of the Corporation may be paid to perform their duties from time to time by the members of the Corporation. The rate of compensation for the Officers and Directors of the Corporation will be subject to approval by the regular members of the Corporation by majority vote. Requests for reimbursement must be made in writing and approved by a majority of the Board of Directors. Receipts for all expenditures must be presented to the Treasurer within thirty (30) days of the date of the expenditure. Reimbursement of qualified expenses shall occur no later than 30 days after reconcilable receipts are presented for reimbursement. Expenses may be included in the annual budget and upon approval of said budget, shall be considered fixed. The maximum amount of such reimbursable expenses shall be as stated in the annual budget.

Article VIII

CORPORATION AUDITS, AUTHORITY and ASSETS

8.01 Financial Audits. The books, records, vouchers, funds and complete financial information of the Corporation shall be presented for review and reconciliation by a Certified Public Accountant within 90 days of the close of every fiscal year. The summary results shall be made available through the established communications channels of the Corporation. A full financial audit of the records, books and finances of the Corporation shall be performed by an outside Certified Public Accountant within 90 days of the close of every fourth (4^th) fiscal year. The results of all financial reviews and audits shall be presented to the members at the subsequent meeting of the membership. In the event the above reviews and audits are not performed as defined herein, compensation will be withheld from the President and Board of Directors for the period of time prescribed financial reviews/audit(s) remain in a non completed status. It is recognized that the performance of financial reviews and audits are the responsibility of the President and Board of Directors of the Corporation. In the event that the prescribed financial reviews or audits are not performed within one year of the end of the preceding fiscal year due to neglect or non performance by the President and/or Board of Directors, the Finance Committee shall assume responsibility for performance of the financial review or audit(s) as defined above. As a result the President will be subject to a recall vote, by a two thirds majority vote of the membership. If necessary, a Special Membership meeting may be called for this purpose as described in article V, Section 5.02. The books, membership roles, records and vouchers of the Corporation, including minutes of all Board and regular membership meetings, including elections, are a matter of public record and will be available to any member in good standing at any reasonable time by written request. Any expense for copying, duplication and mailing such requested records and documents will be billed at actual cost by the Corporation and paid by the member making the request. Response to a request for such records must be provided by the Clerk within 30 days to the member(s) making the request.

8.02 Authority. Without restricting the statutory powers of the Board of Directors by implication or otherwise, except as restricted elsewhere in these by-laws, said Board shall have, in addition to all other powers, to-wit: The Board of Directors shall have the power to improve, manage, operate, police and control all the land, roads, roadways, parks, parkways, alleyways, passageways, parking spaces, shoreline, walks, utilities, and springs situated in the Lake Como Beach Subdivision. Further, the Board of Directors shall approve all contracts, vendors, contractors, and service providers to the Corporation based on the recommendations of the Finance Committee. No power upon private property owned by persons owning lots in said subdivision shall be granted, implied or inferred. The Finance Committee shall retain the responsibility to estimate the budget or expenses for the operations of the Corporation in advance annually. The Corporation shall have the authority to levy assessments on each lot in said subdivision for any of the purposes set forth in this document. Additionally, the Board is empowered to enforce said assessments via a valid and lawful lien upon each of said lots in the manner provided by law. The Corporation may purchase or otherwise acquire property, rights, or privileges for the benefit of the Corporation. Upon contracting to purchase any property, rights or privileges for the benefit of the Corporation notice shall be made to the members via posting at the venues available for such notices. The price, terms and conditions or other consideration shall be approved by the Board of Directors. The Board of Directors shall have full power and control over the business, affairs, property and management of the Corporation and shall supervise and direct its officers in the performance of their duties. These powers are subject to the bylaws of the Corporation and approval of the membership, by majority vote, or as may be lawfully adopted by the members of the Corporation from time to time.

8.03 Corporation Property and Assets. No Corporation asset, property or title of any type including but not limited to; lake front property, lake shore rights, lake shore access, real estate or roads shall be given, sold, surrendered or given over for public or private use or dedicated to the Town of Geneva, Walworth County, or the State of Wisconsin by the Officers or Board of Directors of this Corporation unless such action is passed by an affirmative majority vote of the regular members of the Corporation at a membership or special meeting called for that purpose.

ARTICLE IX

VOTING POWERS OF MEMBERS

9.01 Property compliance. The Lake Como Beach Property Owners Association, Inc. was initially subdivided into very small lots. The Corporation requires that any residence be built in compliance with the then current lot size requirements and zoning laws as defined within State, County, Township and Town Laws. No Association member rights will be restricted if in compliance with the ‘as built’ then current lot size requirements, zoning laws, and approved by the applicable authorities. No Corporation member shall be allowed to be a voting member, including rights to any pier privileges, unless the size of the lot(s) on which membership is based on is consistent with the above.

9.02 Voting, Eligibility. Each regular member of the Corporation, in good standing, shall be entitled to one (1) vote, subject to the restrictions below. A member in good standing is a regular member of the Corporation who has fully paid assessments for the current and all preceding years on or before July 31^st.If any property shall be owned by more than two (2) individuals, only two (2) of the members of said property shall be entitled to one vote each on a given question or matter. An entity or entities (a trust, LLC, partnership, corporation) holding title to a membership qualifying parcel within the Association shall have a total of one (1) vote. A corporation shall vote through its President, a trust through the designated trustee, an LLC through the designated member or a partnership through the designated partner. If a person, persons, or entity own(s) more than one parcel, they shall be treated as though they only owned one eligible parcel in the Lake Como Beach Subdivision and shall be allowed to choose only one parcel on which to base their vote. When any individual or entity ceases to be an owner of an eligible parcel within the Lake Como Beach Subdivision, thereupon, the associated membership in the Corporation, including all rights and privileges of membership, ends. When the status of a member’s voting rights is challenged on the grounds that the person is not entitled to cast a vote, proof of the person’s right to vote must be furnished to the satisfaction of the presiding officer of the meeting or election in which the right to vote has been challenged, by the member seeking voting certification, and must be certified by the Clerk .

9.03 Proxy. Any regular member in good standing and unable to attend an annual, membership, or special meeting may vote by a written, duly executed proxy if he or she so desires, except for the election of Officers and Directors of the Corporation.

9.04 Absentee Ballot. Any regular member in good standing and unable to attend a regularly scheduled election of the Corporation, for the purpose of casting a ballot during a regularly scheduled election, may vote by absentee ballot. In such event, he or she shall notify the Secretary of his or her inability to attend at least fifteen (15) business days prior to the election. The Secretary shall first confirm that the member is in good standing prior to mailing or causing delivery to him or her; a regular ballot, the necessary corresponding ballot envelope and a properly self-addressed envelope to return said sealed ballot. The ballot envelope shall be marked only with the word ‘ballot’, the voting member’s name and applicable tax key number on which the member is entitled to vote. The Secretary shall enclose the necessary instructions for completion and return of the absentee ballot. Said instructions shall direct the voter to; complete the ballot, seal the completed ballot in the ballot envelope, and insert the sealed ballot envelope in the self-addressed envelope before mailing. At the time and place designated for balloting, the Secretary shall check the name and tax key number written on the outside envelope against the then current valid membership roll of the Corporation to certify that the person is entitled to cast a vote prior to inserting the sealed ballot envelope in the ballot box. Any absentee ballot received that is not sealed upon receipt shall be marked spoiled and will be excluded from balloting. The Secretary shall, in the presence of the election committee, open the outside envelope, take there from the sealed ballot envelope and insert it in the ballot box, together with the balance of the ballots cast, to be opened and counted with those cast during regular balloting at the close of the election.

9.05 Abstention. If any matter directly affecting a Board member or his immediate family, is called to a Board of Directors or Membership vote, that Board member shall abstain from participation in said vote.

ARTICLE X

SUSPENSION OF MEMBERS

10.01 Member Suspension. A member may be suspended from the Corporation if he or she shall fail to pay all applicable assessments, fees and dues as they become due. Any member suspended shall not be entitled to the rights and privileges of membership in the Corporation including the right to vote or pier privileges. Suspension from the Corporation does not relieve member responsibility to pay any past due or future dues or assessments. The time period being measured for suspension is from the time that the assessment and/or dues are owed. The Clerk of the Corporation shall provide written notice of suspension to the member(s) within 15 business days by registered mail. Members rights and privileges (except pier privileges, which will require new application), may be reinstated by paying all past due assessments, fees and dues up to and including the current year’s assessment and dues.

ARTICLE XI

NOMINATION AND ELECTION OF OFFICERS

11.01 Districts. The Corporation has divided the subdivision into five Districts to contain as nearly the same number of residences as practical. The boundaries of each District may be changed or confirmed every three (3) years or when necessity requires by a majority vote of the Board of Directors or more frequently if the Board of Directors deems it appropriate. All elected offices of the Corporation shall be for a term of four (4) years with alternating nominations and elections every two years as defined below.

11.02 Nominations and Elections, staggered. Nominations of candidates for the positions of President, Vice President, and two (2) District Directors each for Districts 1 and 2 will be held beginning in the year 2011 at the March Board of Directors meeting. Subsequent nominations for these positions will be at the March Board of Directors meeting every four (4) years thereafter. Elections for these positions will be held at the clubhouse at Lake Como Beach, on the first (1^st) Sunday in May of every four (4) years thereafter beginning in the year 2011, between the hours of 1:00 o’clock p.m. and 5:00 p.m.Central time.

Nominations of candidates for the positions of Secretary, Treasurer and two District Directors each for Districts 3, 4 and 5 and three (3) Finance Committee positions will be held beginning in the year 2013 at the March Board of Directors meeting. Subsequent nominations for these positions will be at the March Board of Directors meeting every four (4) years thereafter. Elections for these positions will be held at the clubhouse at Lake Como Beach, on the first (1^st) Sunday in May of every four (4) years thereafter beginning in the year 2013 between the hours of 1:00 p.m. and 5:00 p.m Central time. Upon proper notice pursuant to Article 5.01 nominations for any office may be made by and shall be open to every regular member of the Corporation in good standing and in compliance with applicable residency requirements.

11.04 District voting eligibility. The members of each district shall nominate candidates to fill two (2) positions for District Director within their respective district. Only members residing within the Districts eligible for nomination and election of District Directors during any election cycle shall be allowed to nominate and vote for positions within their District. All eligible voting members will be allowed to nominate and vote for positions on the Executive Board during each applicable election cycle.

11.05 Candidate, intent to seek office. Any member seeking an elected position in the Corporation shall provide a letter of intent, including a statement of qualifications to the Secretary of the Corporation, immediately following nomination and in any event no later than ten (10) business days prior to voting for the position being sought. Every nominee for elected office within the Corporation shall be eligible to cast his/her vote but shall not be allowed to be present at the election site prior to or following casting his/her vote. Each candidate shall be allowed to return to the polling place upon the conclusion of the election.

11.06 Oath of Office. All elected officers of the Corporation shall be required to take an Oath of Office prior to assuming any elected office. The Oath of Office shall be administered by the current President. Administration of the Oath of Office to newly elected Officers and Directors of the Corporation shall be the last official duty of a departing President. Oath will be administered by the current Secretary of the Corporation to a newly elected President. Newly elected Officers and Directors will assume office, before the close of the annual membership meeting following the election. OATH of OFFICE: ‘I ______________, do solemnly swear and affirm that I will faithfully execute the duties of the office of ____________________ as a member of the Lake Como Beach Property Owners Association Inc., to the best of my ability and in accordance with the laws of the United States, the State of Wisconsin, the Town of Geneva and the Bylaws and policies of the Lake Como Beach Property Owners Association Inc. ARTICLE XII

MISCELLANEOUS PROVISIONS

12.01 Officers bonding. All officers and employees handling money of the Corporation shall give bonds in such amounts with such conditions and such surety as the Board of Directors may determine. The cost of such bonds shall be paid by the Corporation. The Corporation shall purchase a liability policy protecting any officer, director, or employee from liability for and while in the performance of his or her official duties.

12.02 Membership communication. Membership communication will occur no less than monthly and will include the prior months’ approved minutes along with other pertinent information of the Corporation. Acceptable forms of communication may include direct U.S.P.S mail, to the last known address of members of the Corporation, website (both Lake Como and Town of Geneva), the Lake Geneva Regional News and public posting at available community sites. All membership communication will be archived in printed form and maintained by the Clerk.

ARTICLE XIII

LCBPOA PIER APPLICATION AND COMPLIANCE, GENERAL

Please note: Pier Policy, Rules and Regulations contain several compliance deadlines with which you must comply to maintain pier eligibility. The following is a summary and is NOT the pier rules or regulations that you must comply with. You must contact the Pier Committee for all applicable rules. Please read carefully.

13.01 Pier application and compliance. A Pier applicant(s) must be a member of the Association in good standing at all times, (paid in full all dues, fines, assessments, etc., on time, to the L.C.B.P.O.A.) including at all times while on the pier waiting list and during pier location assignment. It is the responsibility of each pier applicant to provide, update, and confirm that accurate member contact information, (postal address, phone number(s) and email address), is provided to the Pier Committee. A member may request and the Pier committee shall provide written verification of his or her contact information/records. The Pier Committee shall be responsible to provide confirmation notice in writing within 10 business day’s, or sooner if pier application or assignment privileges may be affected. Piers must be at least thirty (30) feet in length and at least three (3) feet wide. Piers cannot be placed in the water before April 1^st and must be removed by November 1^st according to Town of Geneva Ordinance #57. Piers must be in the water by June 1st or the slot for the pier will be granted to the next eligible member(s) on the waiting list. No personal property may be stored on Association property for over twenty-four (24) hours (i.e. piers or parts of piers, water craft, etc.). Association property cannot be altered in any way. (No cutting or planting of trees and shrubs. No added items i.e. posts, ropes, benches, etc. No landscaping of any kind). Pier location and conditions must be approved by L.C.B.P.O.A. L-shaped piers, (“L” length, maximum 6 feet) are permitted towards the west or to the right when facing the pier from Association property. Pier size; piers are allowed with a minimum length of 30 feet and a maximum length of fifty (50) feet. Pier width must be at least 3 feet up to a maximum width of six (6) feet. A shore station shall be considered as part of a pier, with all the same rights and restrictions. Applicants shall be held legally responsible and liable for their pier. An applicant’s pier approval request is non-transferable. Applicants must submit an application, sign an application/consent form and pay a pier fee in the amount established and approved by the Board of Directors. Pier privileges are granted and renewable on an annual basis, to Corporation member applicants who have maintained and are in good membership standing at the date of the annual renewal application. Application for an approved pier space must be submitted to the Pier Committee each year by March 31^st. Members who are on the pier waiting list must maintain their membership in good standing at all times. Pier applications, assignments, and privileges, if granted, by the Lake Como Beach Property Association Inc. are restricted to the original applicant/grantee and may not be transferred, sold, leased, or given to another person or entity at any time. Pier application, waiting list position or privileges are not transferable to heirs, relatives or friends and can not be transferred through any form of trust or inheritance or offered, promoted, or included in the sale or transfer of property. Application for pier privileges in itself does not grant, infer or imply any rights or privileges to the applicant(s). Applicant(s) pier application for Pier approval is non-transferable (i.e. application or privileges can not be transferred or conveyed to any other person or entity). Pier positions are the property of LCBPOA, Inc. which reserves all rights. Eligibility is restricted to members of the Corporation in good standing only. If an entity owns a membership qualifying parcel, only one member of that entity may apply for pier privileges. Any pier privileges granted apply to that designated member only, not the entity that owns the parcel. One time succession of pier privileges may be granted to a surviving spouse, or domestic partner in an entity if that person had signed the original pier application, on the date of application, as the designated successor for the existing original membership qualifying parcel held by the entity, subject to approval of the Board of Directors of the LCBPOA who reserves and retains all authority, rights and privileges. Pier privilege continuation, if granted, is not allowed for other successors of any type including; children, purchasers, renter’s, lessee’s, other trustees or named members of a trust, or any other entity or designee(s). Pier privilege succession is not a right and if approved, shall not be extended beyond one approved occurrence. Pier location and conditions will be determined by the Pier Committee. The assigned pier number must be attached or painted on the pier so as to be easily visible. Pier privileges may be revoked due to violation of Pier Policy/rules. The applicant must reimburse L.C.B.P.O.A. for the cost to repair any damage done to Association property by installing, using or removing pier. Piers must be centered on the permanent ground markers. Violation of pier rules, policies and procedures shall be identified by the pier committee and presented to the Board of Directors for resolution.

ARTICLE XIV

BOUNDARIES

14.01 Boundaries. In addition to the current boundaries of the Lake Como Beach Property Owners Association, Inc. subdivision maps as recorded in the Walworth County Registrar of Deeds Office, Wisconsin, District #2 will also include 21 parcels, known as “Deer Crossing Subdivision”. Property owners within the Deer Crossing Subdivision who meet the specifications defined in Article II, 2.01 herein and under articles of agreement for a deed in the Lake Como Beach Subdivision are by reason of such ownership a regular member of the Lake Como Beach Property Owners Corporation Inc, and shall be entitled to all rights and privileges of the Corporation upon payment of all assessments which may be fixed from time to time by the by-laws of the Corporation. When any member ceases to be a real estate owner or purchaser of an eligible parcel within the boundaries of the Lake Como Beach Property Owners Association, Inc., he or she thereupon ceases to be a regular member of the Corporation.

ARTICLE XV

BY LAWS

15.01 Bylaws. These Bylaws of the Lake Como Beach Property Owners Association, Incorporated may be altered, amended or repealed and new bylaws may be adopted by the membership of the Corporation by affirmative majority vote of the regular members present or represented at any Annual, Fall Membership, or Special meeting of the regular members of the Corporation at which a quorum is in attendance.

Original by-laws were recorded here in V.499 P. 109 #200399. All former by-laws of this Corporation are hereby repealed and annulled.

STATE OF WISCONSIN)

)ss

COUNTY OF WALWORTH)

We, the undersigned, President and Secretary, of Lake Como Beach Property Owners Association, Inc., do hereby certify that these revised by-laws of the Lake Como Beach Property Owners Association, Inc. were duly adopted at a legal meeting of the members of said Corporation, duly convened according to the Articles and Bylaws of said Corporation in effect on the date of the meeting, which meeting was held at the Association’s Club House located at Lake Geneva, Walworth County, Wisconsin, on the 25th day of July, 2009.

Trish Fahey, President Stephanie Johnson, Secretary

__________________________ ________________________

Subscribed and sworn to before me this ___^th day of July, 2009.

_____________________________

Notary Public, Walworth Co., WI

My Commission expires: _________

Drafted by:

The Bylaws Revision Committee; Kathy Anderson, Shirley Gorz, Pat Dugan, Angie Wald, Gert Suhajda Stephanie Johnson and John R.Sullivan. July, 2009