BY-LAWS OF THE STURGEON-RUSH OWNERS ASSOCIATION ARTICLE I Definitions Section I. The following words when used in this Declaration or any Supplemental Declaration (unless the context shall prohibit) shall have the following meanings: (a) "Association" shall mean and refer to Sturgeon-Rush Owners Association. (b) "The Properties" shall mean and refer to all such properties as are subject to this Declaration or any Supplemental Declaration. (c) "Common Properties" shall mean all real property owned by the Association for the common use and enjoyment of the Owners. They shall be for use by all members in good standing and their guests. No commercial use of these properties is allowed without the express written consent of the board of directors. The common properties owned by the Association at the time of the conveyance is described as follows: A tract of land in Government Lot 5 of Section 20, Township 45 North, Range 19 West, more particularly described as follows to Wit: Commencing at the Southeast corner of said Section 20, thence bearing North 0° 05' West on the East line thereof a distance of 725.46' to the point of beginning of the tract to be herein described, thence at right angles West a distance of 100.0', thence bearing North 0° 05' West a distance of 250', more or less, to the shore of Sturgeon Lake, thence Easterly on said shore line a distance of 100', more or less, to a point which bears North 0° 05' West from the point of beginning, thence bearing South 0° 05' East a distance of 280', more or less, to the point of beginning. Containing 0.61 Acre, more or less. A tract of land in Government Lot 2 of Section 28, Township 45 North, Range 19 West, more particularly described as follows, to Wit: Commencing at the Southwest corner of said Government Lot 2, thence bearing North 0° 00' on the West line thereof a distance of 995.04' to the point of beginning of the tract to be herein described, said point being also the Northwest corner of the Plat of Rearrangement of Hogan's 28, thence bearing North 89° 40' 41" East on the North line of said plat a distance of 250.0', thence bearing North 28° 10' West a distance of 310', more or less, to the shore of Rush Lake, thence in a Southwesterly direction on said shore line a distance of 150', more or less, to the West line of said Government Lot 2, thence South a distance of 163', more or less, to the point of beginning. Containing 43,200 square feet, equals 0.99 Acre more or less. A tract of land in Goverment Lots Five (5) and Six (6) of Section Twenty-one (21), Township Forty-five (45) North, Range Nineteen (19) West, Pine County, Minnesota, described as follows: Commencing at the Northeast corner of Government Lot 6 thence South 89°49'26" West (assumed bearing) on the North line of said Government Lot 6 a distance of 209.21', thence South 55°48'26" West 94.19' to a point which is the most Northerly corner of Lot 3, Block 1, of the recorded Plat of Wild Acres, thence South 50°08'09" West on the Northwesterly line of said Lot 3 a distance of 209.12' to the point of beginning, thence North 50°08'09" East on said line of Lot 3 a distance of 104.56', thence North 26°14'08" West 134.76' to a point on the center-line of County Aid Road No. 46, thence North 59°41'38" East 101.28' to the intersection with a line which bears North 27°05'34" West from the most Northerly line of said Lot 3, thence North 27°05'34" West 160', more or less, to the shore of Sturgeon Lake, thence Southwesterly on said shoreline 198', more or less, to a point which bears North 25°30'06" West from the point of beginning, thence South 25°30'06" East 322', more or less, to the point of beginning. AND that part of Lot 3, Block 1, of the recorded plat of Wild Acres described as follows: Beginning at the corner of said Lot 3 which is the Northeast corner of Lot 27 of Block 1, thence North 89°54'04" West on the North line of said Lot 27 and continuing on this straight line to the Southwesterly line of said Lot 3 a total distance of 457.27', thence North 25°54'59" West 84.72' to the Northwesterly corner of said Lot 3, thence North 50°08'09" East on the Northerly of Lot 3 a distance of 209.12' to a point 104.56' from the most Northerly corner of said Lot 3, thence South 27°24'16" East 182.22' to the Southwest corner of Lot 2, Block 1, thence North 89°38'26" East on the South line of said Lot 2 a distance of 250.01',thence South 0°05'56" West 50.0' to the point of beginning. Containing 1.6 acres, more or less. (d) "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of Common Properties as heretofore defined. (1)"Primary Lot" shall mean all lots except those given secondary lot status. (2) "Secondary Lot" may be that, if so approved by the Board, which is adjacent to a primary lot or a secondary lot that is already classified as a secondary lot of the same owner(s) and undeveloped so as to provide open space and to afford space to place an approved replacement septic system. Examples: A lot with overnight usage utilizing tents, campers, etc. for more than occasional use (occasional in this case being two or three times per year) will not qualify as secondary lot. A lot adjoining a primary lot of the same owner that has a building such as a garage or shed constructed upon it, but affording open space and adequate space for a secondary septic system may qualify for secondary lot status. (e) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. (f) "Member" shall mean and refer to every person or entity who holds membership in the Association. (g) "Guest" shall be that person whom is visiting with a member on the member's lot and under the supervision and direction of said member. (h) "Dues" shall also be referred to as assessments in this declaration. ARTICLE II Name and Objectives Section 1. The name of this organization shall be Sturgeon-Rush Owners Assn., Inc. The registered office address for the Association is 87375 Harmony Lane, Sturgeon Lake. The Association mailing address is P.O. Box 155, Sturgeon Lake, MN 55783. Section 2. The objective of this organization shall be to provide for the preservation of the values and amenities in said community and for the maintenance of said common properties for the good of those in this community. This agency is delegated and assigned the powers of maintaining and administering the community properties and facilities and administering and enforcing the by-laws and restrictions and collecting and disbursing the dues and charges. . ARTICLE III Membership Section 1. The membership of this organization shall be as follows: Ownership of one or more lots in Wild Acres East, Wild Acres, or Hogans Acres is necessary for membership in the Association. The registration shall include the owner's name, mailing address and phone number and the area, block, and lot number or physical address of owned lot(s). Section 2. The voter's rights and privileges are as follows: Property owners of legal voting age who are registered with the association and are members in good standing may hold office, entertain motions, and vote in all business matters of this organization. One authorized vote is allowed per lot. Section 3. Dues are set, per year per lot, payable upon registration or by May 31st each year. Dues are to be reviewed by the board of directors yearly. Any proposed change shall be presented to the general membership for consideration after proper notification and then approved by the board. Nonpayment of dues will constitute not in good standing for that member and negate that member's voting rights to participate in elections or hold office and any access to the common properties. The board must approve other "Not in Good Standing" situations. Section 4. Dues are set at $20 per lot. A reduction to $10 will be given for secondary lots. It will be the responsibility of the member to prove that a lot qualifies for secondary status by petition to the board. The board will then make that determination and notify that member of their decision. Dues are set on an annual basis and are due by May 31st. If the assessment is not paid within 30 days after the delinquent date, a late charge as set by the board of directors will be added to the second billing. The passes will be valid for 13 months from May 1st through May 31st of the following year. The late charge is set at this time at two (2) dollars per lot per year. Section 5. Purpose of Dues. The dues levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents of the Properties and in particular for the improvement and maintenance of common properties, services, and facilities devoted to this purpose and related to the use and enjoyment of the Common Properties and of the homes situated upon the Properties. Section 6. Change in Annual Dues. The Association may change the amount of the assessment fixed by Section 4 hereof provided that any such change shall have the assent of two-thirds (2/3) of the votes of Members who are voting in person or by absentee ballot, at the annual spring meeting, written notice of which shall be sent to all Members at least thirty (30) days in advance and shall set forth the purpose of the meeting. Section 7. Special Assessments for Capital Improvements. In addition to the annual dues authorized above, the Association may authorize in any calendar year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, provided that, any such assessment shall have the assent of two-thirds (2/3) of the votes of Members who are voting in person or by absentee ballot at a meeting duly called for this purpose or at the annual spring meeting, written notice of which shall be sent to all Members not less than 30 days nor more than 60 days in advance of the meeting setting forth the purpose of the meeting. Section 8. Release. Any lot owner released from these obligations, having signed the proper release form, will have their lot(s) placed in a suspended membership category. To be released from this suspended membership category, the owner of said lot(s) must sign a membership form and pay a membership fee. The membership fee is set by the board of directors and the amount is subject to change by the board under the same rules as set for change in dues. The membership fee is set at this time at $100, which does not include any assessments, late fees, or back dues. 9. Membership Fee: A lot will also be placed in the suspended membership status if the owner has not paid in full all dues and other monies owed such as late fees or assessments for a two year period on all lots that the member owns. The membership fee may be forgiven only in extremely unusual circumstances after the member has petitioned the Board in writing and has won the approval of the Board by a majority vote at a regularly schedualed Board Meeting. ARTICLE IV Board of Directors Section 1. The Board of Directors shall have a minimum of ten (10) Directors including Officers. Section 2. Directors must he registered members of the Association. Section 3. Directors will be elected at the spring general meeting, which will be held on the Saturday of the Memorial weekend. A Director may serve multiple terms. Directors shall be elected on a rotating basis with approximately one third of the board elected yearly. Terms for officers will be for three years. Terms for directors at large will be for two years. Elections will be held during the new business of the Annual Spring Meeting and newly elected board members will assume their respective positions at the close of that meeting. Section 4. Failure of a Director to attend three consecutive scheduled meetings, with such absence unexcused by the President shall constitute voluntary resignation of such Director. Section 5. If a vacancy in a Director's position occurs because of death, illness, or any other reason the Board may appoint a substitute to serve out the remainder of the term. Section 6. Directors will bring the problems and suggestions of members to the attention of the board. Board members elected to an office will discharge the duties of said office keeping the good of the area and organization as a whole in mind. Section 7. Directors will meet at least one to three weeks prior to and following the spring general meeting to deal with the business and agenda of that general meeting. The Directors will also meet on the Saturday of the Labor Day weekend in an open forum meeting for the purpose of conducting Association business and in March or April to approve the newsletter and as deemed necessary. Section 8. Any officer of the Board or any two Directors may call a special meeting by notifying the President and Secretary of the need of a special meeting. Notification of special meetings shall not be less than 5 nor more than 30 days. Section 9. Two (2) of the Directors at large plus two Officers will constitute a quorum for an official meeting. Section 10. The Board is limited to expenditures not exceeding $500 in any one transaction with Board approval and without authorization of the voters at a general meeting. Expenditures may not exceed the monthly balance of the checking account. Expenditures of more than $500 must be brought before the membership at the annual spring meeting or a special meeting with notice of that expenditure issue given in print by mailing to the membership prior to such meeting. Section 11. In situations where an operating expense is other than routine, a resolution of the Board or a motion from the floor at a general meeting may authorize the organization to assume the additional expense. Motion from the floor authorizations require a majority vote at a general or special general meeting. Section 12. The organization will accept contributions of services or money that would defray expenses of the organization. Such contributions would be announced at the following general meeting. Section 13. The Board of Directors have the right to modify the by-laws at any time subject to membership approval at the annual spring meeting. ARTICLE V Officers Section 1. The elected officers on the Board of Directors will assume the same office for the organization. These positions will include a President, Vice-President, Secretary, and Treasurer. The board may implement a bookkeeper position to ease the load of the Secretary and Treasurer when the Board deems it doable. Section 2. The President, (in his absence the Vice-President) shall preside at all Board and General Meetings, preserve order and enforce the by-laws. The President shall decide all questions of order and usage according to parliamentary procedure governed by Roberts Rules of Order and appoint all committees not otherwise provided for. Section 3. The authority and finances of the Officers and Board shall be as follows: The Board is authorized to conduct the business of this organization as specified in the Articles and By Laws. They will consider and act on suggestions or motions of the members when such suggestions or motions are within the scope of the organization. Section 4. No Director or Officer of this organization will receive wages or compensation for services of his/her position of director for the organization unless specifically stated in the By-Laws of this organization. Valid expenses incurred in connection with the business of this organization may be reimbursed. The Secretary and Treasurer may each receive up to $100 per year to cover costs of phone calls, mileage, etc. Yearly periods will run from the annual spring meeting until the following spring meeting. Payment will be made at the end of each year. Section 5. The duties of the President shall consist of: Conducting board and general meetings; The signing of checks with the treasurer; Appointing committee members. Section 6. The duties of the Vice President shall consist of: Ordering and overseeing the maintenance, security, and welfare of the common properties; The duties of the President in the President's absence. Section 7. The duties of the Secretary will be the responsibilities of: The keeping, maintaining, and updating of the membership records; Taking notes at meetings and providing those notes when required; Providing any Association correspondence as so ordered by the President; The creation, printing, and mailing of passes, notifications, and newsletters and the mailing of billings; The procurement and opening of Association mail (All received mail relating to billing will be given to the Treasurer); Assisting the Treasurer at the Spring Meeting in the collection of dues and disbursement of passes; notification of all meetings including the posting of meeting notices for the Annual Spring Meeting and the Fall Open Board Meeting on the bulletin board at the entrance to the beach/rec parking area. The duties of the Vice President in the Vice President's absence unless otherwise designated by the President. Section 8. The duties of the Treasurer will be the responsibilities of: The keeping, maintaining, and updating of all monetary records; The receiving, recording, and depositing of all monies; The payment of all billing; The recording of all dues paid; The signing of checks with the President; Assisting the Secretary in the recording and mailing of passes. Section 9. A Safety deposit box will be maintained containing a copy of the Covenant, By-Laws, deeds, and other papers as determined by the Board of Directors. The Treasurer will be responsible for this box. Another key for this box will be kept by another officer of the Board at the discretion of the President. ARTICLE VI Meetings Section 1. a. A general meeting shall be a public meeting open to all members of the organization and other interested parties. b. There will be one (1) general meeting a year to be held on the Saturday morning of the Memorial weekend plus special meetings if necessary. Special meetings will be scheduled for a Saturday. c. The notification of the Spring General Meeting will be made in the newsletter that goes out with the first billing and on the bulletin board at the entrance to the beach/rec parking lot. d. To call a Special General Meeting a majority vote of the Board is required. Each member will be notified by a special mailing at least 5 days, but not more than 30 days prior to the Special General Meeting. The reason for the meeting will be stated. e. Registered voters including those in attendance and by absentee ballot will constitute a quorum for a general meeting and for a special general meeting. f. A summary of the Minutes of the last General Meeting will be read at the next General Meeting. Minutes of all Board Meetings held during the interval between General Meetings may be read in summary format at the next General Meeting so long as complete copies of the Board Meeting minutes so summarized are available. Summarized Minutes equally require voice vote approval as summarized and a copy of the summary shall be filed with full Board Meeting minutes that were summarized. Board meeting Minutes will include roll call of Officers and Directors. g. For legal notices the newspapers of record will be the Evergreen and the Arrowhead Leader. Section 2. a. A Board meeting shall consist of Officers and Directors at Large. Other interested parties may attend with voice, but no vote. b. The directors shall meet as described in Article IV. c. All Directors will be notified of regular and special Board meetings at least 5 days, but not more than 30 days prior to the meeting unless immediate telephone notification is required. d. Two (2) of the directors at large plus two officers will constitute a quorum for a Board Meeting. Any officer of the Board or any two directors may call a special Board meeting by notifying the President (or Vice-President in case of the President's absence) and the Secretary (or the Treasurer in the case of the Secretary's absence). ARTICLE VII Committees Section 1. This organization may utilize two types of committees. A standing committee may be appointed for one year at the annual spring meeting each year. An action committee would work on a specific problem or project of the organization to completion. All committees must be reestablished on an annual basis. Section 2. One Director will be delegated as a member of each special committee plus as many general members as necessary to accomplish the purpose of the committee. Section 3. All committees will report their findings to the Board for evaluation and resolution. Section 4. The board has the authority to create committees as it sees fit. No committee's decision is binding on the Board unless specifically approved by the Board. ARTICLE VIII Amendments Section 1. Consideration for any bylaw to be altered, adopted, added or deleted may be done by approval by majority vote at the spring general meeting. Approval by the board shall be decided at the following board meeting or at the fall board meeting after proper notification of the consideration at the spring general meeting. The motion may originate from a member in good standing or from a resolution by the Board. Section 2. These bylaws should be reviewed on an annual basis by the Board of Directors with recommendations to the General Body for updating and revisions. August 23, 2003 Robert E. McKnight