Bylaws

ARTICLE 1

Officers and their duties

The officers of the corporation shall be President, one Vice President, Secretary and Treasurer. Any two of the aforesaid officers except the same person may fill the President and Vice President. The duties of the President shall be to preside at all meetings of the Board of Directors and annual meeting and to have a general supervision of the affairs of the Corporation.

The principal duties of the Vice President shall be to discharge the duties of the President in the event of the absence or disability, for any cause whatever, of the latter.

The principal duties of the Secretary shall be to countersign all deeds, leases and conveyances executed by the corporation and to keep a record of the proceedings of the Board of Directors and annual meetings, and to safely and systematically keep all books, papers, records and documents belonging to the Corporation or in any wise pertaining to the business thereof.

The principal duties of the Treasurer shall be to keep and account for all moneys, credits and property of every nature of the Corporation which shall come into their hands, and keep accurate accounts, statements and inventories of moneys received and disbursed, and of money and property on hand, and generally of all matters pertaining to the office as shall be required by the Board of Directors.

The said officers shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors, or may be prescribed, from time to time, by the bylaws.

ARTICLE II

Annual Meeting

The date of the annual meeting of the members shall be during the months of May-June, when a meeting hall is available each year at a time and date determined by the Directors. The time and place shall be specified in a notice of the meeting to be prepared by the secretary and mailed to each member not less than 10 days or more than 50 days prior to such meeting date. Inadvertent failure to provide the required notice to any member entitled to vote shall not render the proceedings taken at the annual meeting void. A quorum shall be those attending such meeting of the members as properly notified.

ARTICLE III

Special Meetings

A special meeting of the membership may be called at any time by the President or the Vice President, acting as President, or by a majority vote of the Directors, or by members having 1/20 of the votes entitled to be cast at such a meeting. The Secretary shall give notice in the same manner as for the annual meeting. Such notice shall state clearly the purpose of such meeting and all business proposed to be transacted thereat.

ARTICLE IV

Directors Meetings

The Directors shall hold regular meetings on a monthly basis or as needed at such place as may be determined by a consensus vote of the directors. No notice of these meetings shall be given unless any member shall have requested notice of these meetings and shall have provided the Secretary with a self-addressed stamped envelope for notification. Special director meetings may be held at any time on call of the President or pursuant to petition of three Directors. Special meetings shall require a six hour notice. Directors failing to attend three consecutive Directors meetings may be removed as a Director by a majority vote of the remaining Directors.

ARTICLE V

Vacancies

In the event of a vacancy in any office or directorship, the remaining Directors shall elect a member of the Association to fill the vacancy, if prior to 60 days before the next annual meeting.

ARTICLE VI

Quorum

A majority of the Directors shall constitute a quorum for any Directors meeting. The quorum for membership meetings shall consist of those members present; a member may appear in person at any membership meeting or by proxy held by another.

ARTICLE VII

Committees

The Board of Directors may, from time to time, appoint standing or special committees for such purposes as they deem necessary or advisable. Any committee having charge of any activity shall have full authority in respect to the duties assigned to it with approval of the Board of Directors.

ARTICLE VIII

Order of business

Roll call

Reading of minutes of previous meeting(s) with approval

Treasurer's report(s) with approval

Reports of Committees

Old business

New business

All meetings shall follow Parliamentary Law

RESTATED ARTICLES OF INCORPORATION

The following Restated Articles of Incorporation for non-stock corporations revised from August 26, 1930, and June 24, 1978, in accordance with Chapters 181 and 218 of the Wisconsin Statutes supersede and take place of the existing Articles of Incorporation and amendments thereto.

ARTICLE I

Name

The name of this corporation shall be Cloverleaf Lakes Protective Association, Inc.

ARTICLE II

Period of existence

The period of existence shall be perpetual.

ARTICLE III

Purpose

The purpose shall be to "Preserve Our Lakes For Future Generations" in the Town of Belle Plaine, Shawano County, and engage in any lawful activity authorized by Chapter 181 of the Wisconsin Statutes, which include: protection of trees, shrubbery and flowers; the lakes free from pollution; protection of homes and cottages in the absence of owners; promote communication between residents; to represent the Association at the Town Board and County Board levels; to enter into, make, form and carry out contracts of any kind and for any lawful purpose in carrying out its business for which it is organized with any person, firm, association or corporation; private, public or municipal body politic; and provide for the general good of the public.

ARTICLE IV

Principal office and registered agent

The principal office of the Corporation is the Rustic Resort and mailing address is P.O. Box 288, Embarrass, WI 54933. Name and address of its registered agent at the time of adoption of these Restated Articles of Incorporation is Howard Unrath, N2569 Rustic Drive, Clintonville, WI 54929.

ARTICLE V

Board of Directors

The number of present Directors is seven. Directors are elected for three-year terms on a staggered basis by the members of the corporation at the time of the annual meeting of the corporation. All officers of the corporation shall be appointed by the Directors after the annual meeting and have authority to establish just compensation for services provided for the Corporation.

ARTICLE VI

Membership

Membership shall be available to any person or corporation who for at least one month each year resides or owns real estate on or within one mile of the Lakes, for which the Association was incorporated. There shall be an annual membership fee in the amount determined from time to time by the Directors in accordance with Chapter 281.68 of the Wisconsin Statutes, which at this time is $20 per year. Membership shall be based on one vote per paid membership. Upon payment of the applicable membership fee, each paid membership shall be entitled to receive a certificate of membership signed by any officer of the Corporation or a sticker on the address plate indicating the term of membership. Payments by any member which exceed the membership fee shall be considered donations and shall not entitle that member to more than one vote at any meeting of the members.

ARTICLE VII

Amendments

These Bylaws may be amended, repealed or otherwise changed by a majority vote of the membership at any annual meeting of the membership provided that notification follows the procedure for annual meeting announcement.

The undersigned officers of the Cloverleaf Lakes Protective Association, Inc., Howard Unrath, President, and Steve Joosten, Secretary, hereby certify that the foregoing Restatement of the Articles of Incorporation of said corporation was adopted by the members having voting rights at the annual meeting having this special business on the 25th day of May 2003, by the following vote, per State Stats. 181.1004.

Number of members entitled to vote, 64; number voted for, 63, number voted against, 1.

Howard Unrath, CLPA President. Steve Joosten, CLPA Secretary, May 25, 2003.