By-Laws of the Pirz Lake Association, Inc.

Article I.

Rules of Procedure

Robert-s Rules of Order, Revised shall be the instrument used relating to all questions of procedure specifically described in the By-Laws. Article II. Membership and Dues

Section 1. Any person owning lakeshore property or having existing dedicated easement access to Pirz Lake is eligible to become a Lake Association member. Each property description or existing dedicated easement is entitled to one (1) vote. Section 2. The annual dues of this Association shall be proposed by the Board of Directors and approved or revised by the voting membership, and are payable at the beginning of each calendar year. The fiscal year is from July 1 through June 30. Section 3. All persons, in applying for membership, agree to pay all dues and assessments provided for in the By-Laws of the Association. Article III. Meetings

except in uncontested elections, where it may be waived by a vote of the General Membership at the Annual General Membership Meeting. Section 8. A majority of votes cast is necessary to elect a Director (except if there are three (3) or more nominees for a position, the candidate who receives the most votes is elected.) In the event of a tie for any position, the winner will be determined by a coin toss by the President. Section 9. The term of office for each Director shall be three (3) years. Section 10. Vacancies on the Board of Directors from death, resignation, Inability to serve or abrogation of position shall be filled on an interim basis by the Board of Directors, from the General Membership. At the next Annual Meeting, the vacancy shall be filled for the remainder of the Directors term by a vote of the General Membership. Section 11. Failure to attend at least one-half (1/2) of regular or special Board of Directors meetings for any period from one Annual Meeting to the next by a Director, shall require the question of the term of that Director to be decided by a vote of the Board at the next regular Board Meeting. Article V. Officers and Terms of Office of Board of Directors

Section 1. A minimum of one (1) meeting shall be held for general membership during each year. Section 2. A general membership meeting shall be held on a date between Memorial Day and Labor Day. Section 3. Special meetings of the Association or of the Board of Directors shall be held at the call of the President or by the majority vote of the Board of Directors. Section 4. A quorum at a general membership meeting shall consist of one-tenth of the total voting membership and is required to conduct Association business at any duly called meeting. Section 5. A quorum at a Board of Directors meeting shall consist of one-half or more of the total number of elected or appointed directors of this Association and is required to conduct any Association business at a duly called Board of Directors meeting. Article IV. Board of Directors and Elections Section 1. The Board of Directors shall have full governing power of the Association. Section 2. At least seven (7) Directors shall be members elected from the general membership. Section 3. To be elected, payment of dues must be current. Only members who own property adjoining the lake, or their spouses or children, or property that is owned for their benefit (e.g. in Trust) adjoining the lake may be elected. Section 4. Election of Directors shall be at the general Membership Meeting. Section 5. The President of the Association shall appoint a Nominating Committee consisting of three (3) or more members of the Association. The Nominating Committee shall propose one (1) or more nominees for each vacancy. The list of Nominees shall be published in the Association Newsletter preceding the Annual Meeting. Section 6. Nominations may be made from the floor at the Annual Meeting, provided that notice of the intent thereof has been given the President or Vice-President of the Association or any member of the Nominating Committee at least ten (10) days before the Annual General Membership Meeting. Nominations must be seconded to be considered. Section 7. The vote for Directors and shall be by secret ballot,

Section 1. The Officers of the Association shall be: President, Vice President, Secretary, and Treasurer Section 2. The Officers shall be elected from the Board of Directors by the Board of Directors within ninety (90) days after the election at the Annual Meeting. Section 3. Term of office for officers shall be one (1) year, or as determined by the Board of Directors. Section 4. A vacancy in any office shall be filled by an appointment of a Board of Directors member. Article VI. Duties of the General Membership

Section 1. Elect persons to serve on the Board of Directors. Section 2. Vote on all questions presented at a General Membership Meeting. Article VII. Duties of the Board of Directors

Section 1. Conduct all business of the Association in the best interests of the General Membership. Section 2. Report on all pertinent business to the General Membership. Section 3. Establish dates for the Annual Membership Meeting and/or any special meetings of the General Membership and/or the Board of Directors. Section 4. Propose annual dues and present to members in attendance at the Annual General Membership Meeting. Section 5. Appoint committees as needed.

Article VIII.

Duties of the Officers of the Board of Directors

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By-Laws of the Pirz Lake Association, Inc.

Section 1. The President shall preside at all meetings and serve as an ex-officio member on all committees. Section 2. The Vice President shall assist the President in all matters of the Association and act in the absence of the President. Section 3. The Director(s) shall fill in any position as requested by the President. Section 4. The Secretary shall write, distribute, and file accurate records of the Association, complete all necessary correspondence and report information to the Board of Directors. Section 5. The Treasurer shall keep complete records of all monetary transactions having the approval of the Board of Directors. Article IX. Voting

Section 1. Voting by the General Membership shall allow one (1) vote per bonafide membership on any questions presented for a decision. Section 2. Voting by the Board of Directors shall allow one (1) vote per each Director present on any question presented for a decision. The Chairman may vote only in case of a tie vote. A simple majority is needed for approval of any question. Article X. Committee(s)

Committees may be established by the Board of Directors or the General Membership. All committees shall have the approval of the Board of Directors. Article XI. Amendments

These By-Laws may be amended at any General Membership Meeting by a two-thirds (2/3) vote of the members present (provided that the proposed amendment is presented to all members at a minimum of two (2) weeks of the date when action is to be taken.) Article XII. Term of By-Laws

Section 1. This document shall make null and void all other documents/instruments which are or have been ruling instruments of this Association. Section 2. These By-Laws may be terminated or dissolved by a majority of voting members present at a duly authorized General Membership Meeting.

Adopted: Amended:

August 18, 2005 June 24, 2007

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