EXHIBIT C

EXHIBIT C

BY-LAWS OF THE

CHAMPION CREEK COMMUNITY ASSOCIATION

ARTICLE I

NAME OF CORPORATION

1.01 The name of this Corporation is the CHAMPION CREEK COMMUNITY ASSOCIATION.

ARTICLE II

PURPOSE AND POWERS

2.01 PURPOSES: The purposes of this Association is to insure proper use, administration and maintenance of the storm water detention areas, lakes, entry monuments, landscaped easements, and such other Common Areas described in Exhibit B, or otherwise designated by the Board of Directors, for the benefit of the Property and each Owner thereon. These By-Laws are attached as Exhibit C to the Declaration of Easements, Covenants, Conditions and Restrictions for the CHAMPION CREEK COMMUNITY ASSOCIATION ("Declaration"). All terms used herein shall have the meanings set forth in the Declaration.

2.02 POWERS: The Association shall have and exercise all powers as are now or may hereafter be granted by the General Not-for-Profit Corporation Act of the State of Illinois, the Act, the Declaration and these By-Laws.

ARTICLE III

DEFINITIONS

3.01 All terms used herein shall have the meanings set forth in the Declaration.

3.02 Unless the provisions of these By-Laws otherwise require, words imparting the masculine gender shall include the feminine; words imparting the singular number shall include the plural, and words imparting the plural shall include the singular.

ARTICLE 1V

OFFICES AND AGENTS

4.01 OFFICES AND AGENTS: The Association shall have and continuously maintain within the State of Illinois a registered office and a registered agent whose office shall he identical with such registered office. In addition, the Association may have such other offices, either within or without the State of Illinois, as the Board of Directors may from time to time determine.

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ARTICLE V

MEMBERSHIP AND VOTING RIGHTS

5.01 MEMBERSHIP: Membership in the Association shall be determined pursuant to the provisions of ARTICLE IV of the Declaration.

5.02 VOTING RIGHTS: The Association shall have two classes of voting Membership.

Class A. Class A Members shall be those Owners as defined in Article 4.02 of the Declaration, other than the Declarant, except as Declarant may qualify for Class A Membership as provided herein. Class A Members shall be entitled to one vote for each Lot in which they hold the interest required for membership under Article 4.02 of the Declaration. When the Ownership of any one Lot is held by more than one person or entity, all such persons or entities shall be Members and the vote for such Lot shall be exercised among them, but in no case shall there be allowed more than one vote for any one Lot. However, the Board reserves unto itself the right, in its sole discretion, to reallocate the number of votes per Lot or Unit in conformity with and proportional to the allocation of the Annual Assessment described in Article VI of the Declaration.

Class B. Class B Membership shall be held by the Declarant. The Class B Member or Members shall be entitled to four (4) votes for each Lot in which it holds the interest required for Membership under Article 4.02 of the Declaration, provided that Class B Membership shall cease and be converted to Class A Membership upon the happening of the first of the following events:

1. When the total votes outstanding in Class A Memberships equal the total number of votes outstanding in Class B Membership; or

2. Seven (7) years from the recording date of the Declaration.

3. The date designated in written notice from the Declarant to all the Owners as being the Turnover Date which may be earlier than the date specified in I or 2 above.

ARTICLE VI

MEETINGS OF MEMBERS

6.01 ANNUAL MEETING: The annual meeting of the Membership of the Association shall be held on the first Tuesday in February in each year or at such other reasonable time or date not more than thirty days before or after said date as may be designated by written notice of the Board of Directors delivered to the membership no less than ten days prior to the date fixed for said new meeting beginning with the first year after the Turnover Date for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If any such day shall be a legal holiday, the meeting shall be held at the same time on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to he held at a special meeting of the Members called as soon thereafter as conveniently may be.

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6.02 SPECIAL MEETINGS: Special meetings of the Membership may be called at any time by the President or by the Board of Directors, or upon the written request of not less than one-fourth (1/4) of all votes entitled to be cast at any Membership meeting.

6.03 NOTICE: Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered either personally or by mail not less than five (5) nor more than forty (40) days before the date of such meeting. Such notice shall be given by, or at the direction of, the President or the Secretary or the Officers or Members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid.

6.04 PLACE: The Board of Directors of the Association may designate any place within Will County, Illinois for any annual Membership meeting or for any special meeting called by the Board. If no designation is made, or in the case of special meetings otherwise called, meetings shall be held at the registered office of the Association. Notwithstanding the foregoing, should all of the Members meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at any such meeting any corporate action may be taken.

6.05 QUORUM: Except as provided in the Articles of Incorporation, these By-Laws or the Declaration, the presence at any meeting in person or by proxy of Members holding one-tenth (1/10th) of the votes entitled to be cast shall constitute a quorum. If a quorum is not present at any meeting of Members, a majority of the votes represented thereat may adjourn the meeting from time to time without further notice.

Unless a greater proportion is required by the Illinois General Not-for-Profit Act, the Articles of Incorporation or these By-Laws, the vote at any Membership meeting, at which a quorum is present, of the majority of the votes present in person or by proxy shall be necessary for the adoption of any matter voted upon by the Members.

In the event the Membership shall consider the designation or transfer of any part of the Common Area to any municipality, public agency, authority or utility, or the levying of a special assessment (all as provided for in the Declaration), or the amending of said Declaration, such matter or matters shall be adopted at a Membership meeting at which a quorum is present, upon the affirmative vote of two-thirds (2/3) of the entire Membership.

6.06 PROXIES: At all Membership meetings, each Member may vote in person or by proxy executed in writing by the Member or his duly authorized attorney-in-fact and filed with the Secretary of the Association. Each proxy shall be revocable and shall automatically cease eleven (11) months after the date of execution, unless otherwise provided therein. Notwithstanding the foregoing, any proxy given by a Member who sells, transfers or assigns the interest required for Membership in the Association under the terms of Article IV of the Declaration shall automatically terminate upon such transfer.

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ARTICLE VII

BOARD OF DIRECTORS

7.01 NUMBER: From the Turnover Date, the Board shall consist of three (3) individuals, each of whom shall be an Owner or a Voting Member, or both, Members of the Board of Directors shall be elected each annual meeting of the Owners as provided herein. At all times, there will be at least one Director from Phase I and one Director from Phase 2 from the subdivision know as Champion Creek after annexation to the Declaration. Additional Directors will be elected at the ₂nd annual meeting of the Homeowners. After which there will be two (2) Directors from each phase, with the fifth Director having the third highest votes from either phase.

7.02 DECLARANT DESIGNATED BOARDS: Anything herein to the contrary notwithstanding, until the first meeting of the Owners after the Turnover Date, the Board shall consist of three (3) individuals from time to time designated by the Declarant. Such individuals may, but need not, be Owners and shall serve at the discretion of the Declarant.

7.03 TERM OF OFFICE: At their first annual meeting, the Members shall elect two (2) Directors for a term of two (2) years, and one (1) Director for a term of one year. Upon the expiration of the terms of office of the Board Members so elected at the first annual meeting and thereafter, successors shall be elected for a term of two (2) years each. The two (2) additional Directors elected at the second annual meeting shall be elected for a term of 2 years. With this addition, the Directors elected at the first meeting will extend their term one year.

7.04 VACANCIES: Should the death, resignation or removal of a Director create a vacancy in the Board, the unexpired term of such Director shall be served by a successor selected by a majority of the remaining members of the Board. Any Director may be removed from the Board, with or without cause, by the majority of the membership.

7.06 REGULAR MEETINGS: An annual meeting of the Board of Directors shall beheld without other notice than this By-Law, immediately after and at the same place as the annual meeting of the Members. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for holding of additional regular meetings of the Board without other notice than such resolution.

7.07 SPECIAL MEETINGS: Special meetings of the Board of Directors maybe called by or at the request of the President or any two Directors. The person or persons authorized to call such special meetings of the Board may fix the time and place, either within or without the State of Illinois, as the place for the holding of any such special meeting.

7.08 NOTICE: Notice of any special meeting of the Board of Directors shall he given at least five (5) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Association. If mailed, such notice shall he deeined to he delivered when deposited in the United States mail in a sealed envelope So adolrcssed,

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with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these By-Laws.

7.09 QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

7.10 MANNER OF ACTING: The act of a majority of the Directors present at a meeting at which

a quorum is present shall be the act of the Board of Directors, except when the Board shall consider

the following matters set forth at length in the Declaration:

(a) The fixing of the amount of all regular assessments.

(b) The allocation of any reserve funds.

In these cases, the affirmative vote of two-thirds (2/3) of the Board of Directors present at a meeting at which a quorum is present shall be necessary to adopt any measure with respect thereto.

ARTICLE VIII

NOMINATION AND ELECTION OF DIRECTORS

8.01 NOMINATION: Nomination for election to the Board of Directors shall be conducted in a fashion determined by the Board of Directors with prior notice to all owners of record.

8.02 ELECTION: Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration and By-Laws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE IX

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

9.01 POWERS: The Board of Directors shall have power to:

(a) Adopt and publish rules and regulations governing the use of the Property, Common Area and Common Facilities and the personal conduct of the Members as well as the number and personal conduct of their guests thereon, and to establish penalties for the infraction thereof: -

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(b) Suspend the voting rights and the rights to use Common Area and the Common Facilities of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for a period not to exceed sixty (60) days for infraction of published rules and regulations;

(c) Borrow money for the purpose of improving or developing the Common Area and any Common Facilities and in aid thereof to mortgage said Common Area and Common Facilities, as well as the power to set admissions and duties for the use of the Common Area and Common Facilities;

(d) Establish procedures regulating the delegation of a Membe?s rights of enjoyment to the Common Area and Common Facilities;

(e) Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Membership by other provisions of these ByLaws, the Articles of Incorporation or the Declaration;

(f) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

9.02 DUTIES: It shall be the duty of the Board of Directors to:

(a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Members who are entitled to vote;

(b) Supervise all officers, agents and employees of the Association and to see that their duties are properly performed;

(i) Conduct a regular meeting of the Board of Directors on or before December 1st of each year for the purpose of determining the regular assessment against each lot prior to such regular assessment period;

(ii) Prepare an itemized list of all estimated expenditures and give written notice of each assessment to every Owner; and

(iii) Foreclose the lien against any Property for which

assessn~ents are not paid within thirty (30) clays atler

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the due date thereof or to bring an action at law against the Owner personally obligated to pay the same, including action contained within Article IXof the Illinois Code of Civil Procedure as it may apply.

(d) To cause an appropriate officer of the Association to issue, upon demand by any Owner, a certificate setting forth whether or not the assessments on such Owner’s lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

(e) Procure and maintain adequate liability and hazard insurance on all Property owned by the Association.

(f) Cause all officers and employees having a fiscal responsibility to be bonded as the Board may deem appropriate.

(g) Cause the Common Area and Common Facilities to be maintained in accordance with the provisions set forth in the Declaration.

ARTICLE X

OFFICERS

10.01 OFFICERS: The officers of the Association shall be a President, Vice President, Treasurer, Secretary and such other officers as may be elected in accordance with the provisions of this Article. The President shall be a member of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

10.02 ELECTION AND TERM OF OFFICE: The officers of the Association shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently maybe. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

10.03 REMOVAL: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

10.04 VACANCIES: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

10.05 PRESIDENT: The President shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association. He shall preside at all meetings o)f the Members and of the Board o)f Directors and shall see that the orders and

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resolutions of the Board of Directors are carried out. He may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

10.06 VICE PRESIDENT: In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

10.07 TREASURER: The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board. The Treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the President or the Vice President. The Treasurer shall keep proper books of account and cause an annual report of the Association books to be made by a certified public accountant at the completion of each fiscal year. He shall prepare an annual budget and an annual balance sheet statement and the budget and balance sheet statement shall be presented to the Membership at its annual meeting.

10.08 SECRETARY: The Secretary shall be ex-officio Secretary of the Board of Directors, shall record the votes and keep the minutes of all proceedings in a book to be kept for that purpose. He shall keep the records of the Association. He shall record in a book kept for that purpose the names of all Members of the Association together with their addresses as Members.

ARTICLE XI

COMMITTEES

11.01 COMMITTEES: The Board of Directors, by resolution adopted by a majority of the Directors in office, may delegate one or more committees, each of which shall consist of one Director and two or more Members of the Association, which committees, to the extent provided in said resolution, shall have and exercise the authority vested herein by said Board of Directors.

Standing committees shall be appointed by the Board of Directors at each annual Directors’ meeting, to serve from the close of such meeting until the close of the next annual meeting, and such appointment shall be announced at each such annual Directors’ meeting. The Board of Directors may establish by resolution such other committees as it may deem desirable.

11.02 CHAIRMAN: One member of each committee shall be appointed Chairman by the Board of Directors.

11.03 VACANCIES: Vacancies in the membership of any committee will be filled by appointments made in the same manner as l)rm’idledl in the case of oriwnal appointments.

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11.04 QUORUM: Unless otherwise provided in the resolution of the Board of Directors

designating a committee, a majority of the whole committee shall constitute a quorum and the act of

a majority of the members present at a meeting at which a quorum is present shall be the act of the

committee.

11.05 RULES: Each committee may adopt rules for its own govern-government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE XII

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any Members.

ARTICLE XIII

FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XIV

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: CHAMPION CREEK COMMUNITY ASSOCIATION.

ARTICLE XV

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the General Not-for-Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the By-Laws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVI

AMENDMENTS

16.01 These By-Laws may be amended or modified at any time, or from time to time, in the same manner as provided in Article VIII of the Declaration; provided that (I) 8.03, 10.12 or any other provisions relating to the rights of the Declarant shall not be amended without the written consent of the Declarant; and (ii) fl() provision which specifically grants rights to First Mortgagees shall he amended without the written consent of sixty percent (60%) of the First N1oiTha~ees. These By—Laws

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may also be amended by the Declarant for purposes and by the procedure set forth in the Declaration. No amendment to these By-Laws shall become effective until recorded.

16.02 In case of any conflict between the Declaration applicable to the Property and these By-Laws, the Declaration shall control.

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