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Article 1 - Membership

Every owner of a lot in Wexford Village, in the city of Madison and the Town of Middleton, Dane County, Wisconsin, shall be a member of the corporation including the owners of any future subdivisions of property in Section 14 of the City of Madison and Town of Middleton, owned by Westaire, Inc. and Robert C. Voss, Trustee, provided, however, that Westaire, Inc. and Robert C. Voss Trustee have attached the future developments to this association. Each owner shall be entitled to one vote for each lot owned and where there is more than one owner or co-owner, the person whose name first appears as grantee shall he entitled to vote. Those people owning a security interest only in property shall not be members and shall have no right to vote but a land contract vendee, in good standing, shall have the voting rights rather than the vendor of the land contract.

Article II - Directors

The affairs of the corporation shall be managed by the directors of the corporation who shall initially be three (3) in number and may be increased by a majority vote of the directors at any regular or special meeting called for that purpose (amended to 11 effective when the control of Wexford is turned over to Wexford Village October 1985). The initial directors shall be Robert C. Voss, Charleen A. Hermanson and Norma L. Romes, and their initial term of office shall be for a period of two years or until new directors are elected to succeed them.

Article III - Meetings

Meetings of the members shall be in November of each year at a date set by the Board of Directors and the meeting shall be held in Dane County, Wisconsin. Special meetings may be called at any time by the board of directors, which meetings shall also be held in Dane County.

Article IV - Notice

Written notice stating the place, day and hour of the meetings and in the case of a special meeting, the purpose or purposes for the which the meeting is called which notices shall be delivered not less than three nor more than thirty days before the date of the meeting, delivered either personally or by mail to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his last known address as appears on the records of the corporation with postage thereon prepaid. In lieu of such notice, notice may he given by publishing the same each week for two consecutive weeks in a newspaper published in Madison, Wisconsin.

Article V - Voting

A member may vote in person or by proxy executed in writing by the member or his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise specifically provided in the proxy.

Article VI - Quorum

Members holding one-tenth of the votes entitled to be cast, present in person, or represented by proxy shall constitute a quorum at a meeting of the members. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.

Article VII - Corporate Records of Members

For the purpose of giving notice to the members, the owner of record as of January 1 of the year of the meeting shall be considered to be the member unless the corporation has received written notice of a change of ownership at least fifteen days prior to the date of sending out the notice of annual or special meetings. Such record of membership shall be continued in the case of any adjournment of an initial meeting.

Article VIII - Meetings of Board of Directors

Meetings of board of directors may be called by or at the request of the president or any two directors at such place as the person or persons calling the meeting shall designate and if no place is designated the meeting shall be held at the registered office of the association. Notice of any meeting shall be given by oral or written notice delivered personally or mailed to each director at his home office at least three days previous thereto. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened.

The board of directors may by resolution, adopted by a majority thereof, designate one or more committees, each committee to consist of at least one director and as many other members of the association as the board of directors provides in such resolution. The directors may act in consent as provided in Section 181.72 of the Wisconsin Statutes.

Article IX - Officers

The officers of the association shall consist of a president, one or more vice-presidents, a secretary, a treasurer and other officers and assistant officers as the board of directors may deem necessary. All officers shall be elected or appointed annually by the hoard of directors. Any two or more offices may be held by the same person, except the offices of president and secretary and the offices of president and vice-president.

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 shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

All directors and officers of the association shall be members of the association. Officers of corporations owning title to any lot in Wexford Village or its further subdivisions shall he entitled to be officers and directors of this association. 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.

The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all business and affairs of the corporation. He shall, when present, preside at all meetings.

The officers shall have such duties and functions as are generally held or performed by such officers of business corporations, and such additional duties and functions as may be established by the board of directors. Additional officers and assistant officers shall have charge of and shall perform such duties as may be authorized by the board of directors and assigned to them by the president.

The board of directors shall have the absolute right to establish rules and regulations with respect to the use of the property owned by the association, including hours of the day that it may be used, numbers of people and any other matters. It shall also make decisions with respect to maintenance, improvements and the hiring and firing of any employees.

Article X - Charges and Special Assessments
(Ammended October 1985 by Board of Directors)

Such lot in Wexford Village shall be subject to an annual assessment not to exceed Forty Dollars ($40.00) per lot as determined solely by the board of directors of the corporation for the purpose of deferring the cost of improving, maintaining and administering the open space, landscaped circles, walkways, lighting and recreational facilities. Such $40.00 maximum charge shall not be increased without fifty percent (50%) vote of the membership entitled to vote at any annual meeting or special meeting called for the purpose of increasing such annual maximum charge. A reasonable allowance for administrative expenses, contingencies and expenses of enforcing the recorded declaration of conditions, covenants, restrictions and easements affecting Wexford Village or any subsequent additions may he included in such budget. Any budgeted funds which shall not have been expended during a given calendar year shall be deducted from the aggregate maintenance charge to be levied in the following year provided, however, that a reasonable
reserve for future capital improvements may be maintained. The owners of record on January 1 of any year shall be charged for the anticipated cost during that year. The annual assessment to each lot owner shall be paid on or before February 1 of each year and if not paid on or before such date shall bear interest at the highest rate permitted by law from or after February 1 of such year until paid in full. In the event the assessment is not paid by April 1 of each year together with the delinquent interest, a judgment may be taken against the owner of such property or any subsequent purchaser thereof together with a reasonable cost of collection.

Article XI - Architectural Control Committee

At such time as the developer, Robert C. Voss, Trustee, relinquishes control of construction as set forth in the recorded restrictions, the board of directors shall appoint an architectural control committee. The committee shall consist of three (3) persons. A majority of the committee may designate one of its members to act for it in approving building plans but only a majority of the committee may disapprove such plans. The members of the committee shall not be entitled to any compensation for services performed as a member of the committee. The committee shall carry out the intents and purposes of the declaration of the conditions, covenants, restrictions and easements affecting the property with which the association is concerned. One member of the board of directors shall be a member of such committee and shall act as its chairman.

Article XII - Amendment

These by-laws may be amended by two-thirds (2/3) vote of the directors then in existence as provided for above, except that amendments that affect the relationship between the association and the City of Madison relative to the use of the property owned by the association shall be subject to approval by the Common Council of the City of Madison.

Article XIII - Deposits

All funds of the association shall be deposited in a bank in Dane County, Wisconsin, and withdrawals only be made on the signatures of the President and Treasurer.

Article XIV - Salaries

No salaries shall he paid to any officer of the association unless approved by fifty (50%) percent of the members voting at an annual meeting or any special meeting called for that purpose.

Article XV - Rules and Regulations

The board of directors shall from time to time promulgate rules and regulations covering the use and activities of the common areas and shall furnish any member with a copy of such rules. Dog walking shall be prohibited in the areas which are designated as tot lots or children play areas.

Article XVI - Indemnification of Directors and Officers

Each director and officer of the corporation now or hereafter serving as such, shall he indemnified by the corporation against any and all claims and liabilities to which he has or shall become subject by reason of serving or having served as such director or officer, or by reason of any action alleged to have been taken, omitted, or neglected by him as such director or officer; and the corporation shall reimburse each such person for all legal expenses reasonably incurred by him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising our of his own willful misconduct or gross negligence.

The amount paid to any officer or director by way of indemnification shall not exceed his actual, reasonable and necessary expenses incurred in connection with the matter involved.

The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any director or officer of the corporation may otherwise be entitled by law.

Article XVII - Wexford Rules and Regulations for the use of Greenways

1. The planting of trees, shrubs, etc. or the placing of swings, fences, etc. on property under the control of Wexford Village are prohibited unless authorized in writing by the Wexford Board of Directors. This includes but is not limited to greenways, including paths and lot 400 ("park" in the Drumhill Addition).

2. The use of motorized vehicles such as mopeds, motorbikes, motorcycles, all-terrain vehicles (ATVs), snowmobiles, autos, trucks, etc. is prohibited on property under the control of the Wexford Board of Directors. This includes but is not limited to greenways, including the paths and lot 400 in the Drumhill Addition.
(Rules were published in Wexford Watch on August 1, 1990)

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