CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF

(nonprofit)

FOUR SEASONS COMMUNITY ASSOCIATION

(Name of Corporation)

322584

(charter number)

Michael J. Cindric, who is the President of the above named Ohio Corporation not for profit does

hereby certify that:

A meeting of the members of said corporation entitling them to vote on the

proposal to adopt Amended Articles as contained in the following resolution was

called and held on November 4, 2000, at which meeting a quorum of such

members was present in person or by proxy, and that by the affirmative vote of

the members entitled under the articles to exercise 100% of the voting power of

the corporation.

The following resolution to amend the articles was adopted:

RESOLVED, that the following Amended Articles of Incorporation be and the same

are hereby adopted to supersede and take the place of the existing Articles of

Incorporation and all amendments thereto.

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AMENDED ARTICLES OF INCORPORATION

AND

CONSTITUTION OF FOUR SEASONS COMMUNITY ASSOCIATION

ARTICLE 1: Name

The name of the corporation is FOUR SEASONS COMMUNITY ASSOCIATION

ARTICLE 2: Location

The place in the State of Ohio where its principal office is located is in the City of Aurora,

Portage County.

ARTICLE 3: Purposes

The purposes of the corporation shall be to protect the business, educational, social, moral

and civic interests of its members and to own, maintain, operate, develop and utilize certain realty set

aside for the benefit of the owners of property in Four Seasons Allotment who abide by the rules of

membership in this Association for use as a recreational and picnic area.

ARTICLE 4: Territory

Membership in this organization shall consist of only owners or residents of property in the

allotment known as Four Season, who shall reside in said allotment, as recorded Portage County Vol.

748, Page 159.

ARTICLE 5: General Powers

This Association shall have the power to own, accept, acquire, mortgage and dispose of real

property and personal property, as related to the Four Seasons Allotment and to obtain, invest, and

retain funds to advance the purposes stated in Article 3 of these Articles, and to do any lawful acts

reasonably necessary or desirable for the carrying out of the Association’s purposes, and to further

and protect the lawful rights and interests if its members.

ARTICLE 6: Membership

A. Membership in this Association shall be limited to adult persons who are residents of

property located in Four Seasons Allotment and members of their immediate families living

at this property.

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B. Applications for membership shall be submitted to the Secretary or Treasurer of this

Association for action thereon.

C. United States Constitutional and Riparian Rights, whereas

1. The sub-community known as Four Seasons, located in the City of Aurora, Portage

County, in the State of Ohio has drawn up a binding Constitution and Bylaws and

2. This Constitution shall be binding to all Four Seasons Community Association

members, be it known that no Constitutional or Riparian Rights granted or guaranteed

under the United States Constitution and its Amendments or under the laws of the State

of Ohio shall be usurped by this, the FOUR SEASONS COMMUNITY ASSOCIATION

Constitution and its Amendments or Bylaws of the Association under this Constitution,

and that The United States Constitution and its Amendment and the laws of the State of

Ohio shall at all times be superior to this Constitution and Articles of Incorporation.

D. There shall be one vote per each dues paying residence.

E. Members may not bring in as guests persons owning or renting and residing on property in

the stated territory of Article 4 of this Constitution or their families or guests.

F. Any person or persons owning or renting property in the stated territory of Article 4 of this

Constitution who does or do not participate in this Association as members will not be

permitted to use the Association facilities.

G. Membership in the Association may be suspended for any portion of the remaining fiscal

year of the Association by a four-fifths vote of the entire Board of Trustees. This action

may be taken only if the member has violated any Association rule or regulation and also

has been previously warned in writing during the current fiscal year of any violation of an

Association rule or regulation. The Board of Trustees must deliver in writing to the

suspended member’s residence a notice of suspension, which must include the reason of

and length of the suspension.

H. Membership in the Association may be revoked for the remainder of the fiscal year by a

four-fifths vote of the entire ‘Board of Trustees. Revocation of membership may be made

only if the member has violated any Association rule or regulation while under suspension

of membership. The member must be notified in writing at least 10 days prior to the Board

of Trustees meeting call to decide the revocation of membership. The member has the

right to attend this meeting and to speak on his/her own behalf. The Board of Trustees

must deliver in writing to the member’s residence a notice of revocation of membership.

I. A member is liable for all damages to Association property incurred by guests or members

of the member’s immediate family.

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J. Guests who violate any Association rule or regulation may have his guest privileges

suspended or revoked for any part of the current fiscal year by the Board of Trustees.

ARTICLE 7: Meetings

A. An annual Meeting of the members of this Association shall be held in the month of

February, at a place in Aurora, Ohio, to be designated by the Board of Trustees.

B. At the Annual Meeting a report of the past year’s activities and of projects for the future

shall be made by the officers of the Association and by such others as the Trustees may

invite to report. A financial report shall be submitted by the Treasurer that shall include a

comparison for the current fiscal year of actual cash receipts and disbursements to the

budgeted amounts. The Treasurer shall present a proposed budget for the next fiscal year,

including recommendation of the level of the emergency fund, for approval by members

present at the meeting.

ARTICLE 8: Trustees

A. The management and government of this Association shall be vested in a Board of

Trustees who shall be elected at the Annual Meeting.

B. There shall be one Trustee elected from each Area as designated in EXHIBIT A to this

Constitution, each Trustee serving a two-year term.

C. The terms shall be staggered so that no more than three Trustees are elected in any year.

D. In the event of a Trustee vacancy, the remaining Trustees may appoint an Association

Member residing in the same Area to complete the unexpired term.

E. The Trustees shall:

1. Have charge of all properties of this Association;

2. Supervise and make arrangements for the handling of all funds of the Association;

3. Act upon and authorize the signing of the Association name in any matter requiring legal

action by the Association;

4. Elect the officers of this Association, which shall consist of a President, Vice-President,

Secretary, Treasurer, and Committees Officer;

5. Segregate and maintain an emergency fund of an amount set by the majority vote of the

members at the Annual Meeting at all times possible, and when such a fund has been

diminished due to emergency spending, money subsequently received by the

Association shall go first to obligations approved in the annual budget, second to

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necessary obligations still owed from the emergency, third to replenish the emergency

fund to its minimum level and thereafter for other uses;

6. Contract with individuals or others to supervise the recreation areas and to maintain and

protect Association property;

7. Enact rules and regulations governing members’ actions on Association property; and

8. Perform any other action to carry out the purposes and general powers of the

Association as stated in Articles 3 and 5 of this Constitution.

F. Three Trustees present shall constitute a quorum at all Trustee meetings except as stated in

ARTICLE 6.

ARTICLE 9: Duties of Officers

A. The President shall

1. Preside at all meetings of this Association;

2. Carry out the direction of the Board of Trustees;

3. Appoint such committees as he/she may deem necessary;

4. Cause all required filings with the Secretary of State of Ohio necessary to maintain the

proper and correct registration of the Corporation to be file; and

5. Carry out all other duties normally incumbent upon a President

B. The Vice-President shall perform all of the duties of the President in his/her absence, and

shall likewise be Chairman of the Nominating Committee each year.

C. The Secretary shall maintain a correct roll of the membership in this Association, and shall

1. Record and preserve accurate minutes of all meetings of the Board of Trustees and

Annual Meetings;

2. Maintain the records and files of the Association;

3. Conduct the correspondence pertaining to the operations of the Association;

4. At the direction of the President, or the Board of Trustees, prepare and serve all notices

of meetings required by this Constitution; and

5. Perform all other duties ordinarily required of a Secretary.

D. The Treasurer shall

1. Collect and safely keep all monies belonging to this Association in a commercial

account at a bank designated by the Board of Trustees;

2. Keep an accurate record of all monies received and disbursed;

3. Ensure that all monies are deposited in the name of the Association and are subject to

withdrawal only upon such signatures as are authorized by the Board of Trustees;

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4. Be bonded by a Corporate Surety Company, in an amount approved by the Board of

Trustees;

5. Pay all obligations of the Association that have been

a. Approved in the budget;

b. Approved by a vote of the Board of Trustees; or

c. Are less than $300 and documentation has been presented that shows

(1) An itemized accounting of the items or services purchased;

(2) the cost of each;

(3) the name of the Officer, Trustee, or authorized member who made the

expenditure;

(4) the date of the expenditure; and

(5) the reason for the expenditure;

6. Pay for capital improvement projects meeting the following requirements:

a. At least two but preferably three or more quotations covering the entire scope of the

project;

b. The signatures of all Trustees who voted in favor of the chosen capital improvement

quotation on the face or back of a copy of the Quotation on the page of the same

that shows the total amount of the quotation; and

c. Separate written documents signed by the Trustees who voted in their favor for all

additional expenditures relating to a capital improvement project once a 10% level of

additional expenditures has been achieved;

7. The treasurer’s records shall be audited by a Committee to be appointed by the

President once each year, preferably at the Annual Meeting of members;

8. The Treasurer shall promptly deliver all reports, books, papers and records belonging to

the Association to his/her successor, when elected; and

9. The Treasurer shall obtain and deposit any deeds to property, a copy of this

Constitution and bylaws and regulations made under it, a copy of the corporate charter,

and any other important documents of the Corporation in a safety deposit box in the

name of the Association, which shall be entered only on the joint signatures of the

President and Treasurer of the Association

ARTICLE 10: Qualifications of Officers and Trustees

All officers and Trustees must be members in good standing of this Association throughout

their term of office and must attend a majority of regular meetings.

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ARTICLE 11: Records and Minutes

All minutes, records of membership, correspondence, documents and other memoranda and

materials pertaining to the business of this Association shall be the property of the Corporation and

shall be in the custody of the Secretary, and shall at all times be accessible to the Trustees, Officers,

Committees, and membership. None of the aforesaid materials shall at any time be the property of

any individual member of the Association

ARTICLE 12: Fiscal Year

The fiscal year of this Association shall begin on March 1 of each calendar year.

ARTICLE 13: Dues

A. Each residence shall pay membership dues the amount of which to be decided by a

majority vote of the members present at the Annual Meeting.

B. New residents of Four Seasons who occupy a residence of a non-member will receive 30

days free membership. Dues for the remainder of the current fiscal year will be one-twelfth the

annual dues rate times the months remaining in the fiscal year after the free membership period.

C. New residents of Four Seasons who occupy a residence of a current member shall assume

full rights of the current member and shall not be required to pay dues for the remainder of the current

fiscal year. No refunds will be paid to members moving from Four Seasons.

D. A special assessment, over and above membership dues, may be levied upon each

member when declared necessary by the Board of Trustee, and approved by a two-thirds vote of the

members attending any regular Annual Meeting, or special meeting called for that purpose.

E. Dues will not be refunded for any member whose membership has been suspended or

revoked.

F. Membership may not be transferred from one residence to another except for current

members moving from one residence to another residence with Four Season.

ARTICLE 14: Special Meetings

Special meetings may be called by the President and Secretary at any time, or when

requested by ten members in writing, specifying the matters to be considered at such special

meeting, and only the matters specified shall be considered at such special meeting. Ten days notice

of such special meeting shall be given in writing to each member at the address shown by the records

of the Association at the expense of the advocate.

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ARTICLE 15: Amendments

A. This Constitution may be amended by a two-thirds majority vote of members present at any

lawful meeting of the Association, upon ten days notice being given to members in writing,

setting forth the full text of the proposed amendment or amendments.

B. This Amended Constitution and Articles of Incorporation of Four Seasons Community

Association recognizes and incorporates the amendments to the original Constitution made

in the past.

C. Each amendment to this Constitution, upon approval by the members, must be reduced to

a writing and labeled with a sequential number commencing at one and properly filed with

the Secretary of State of Ohio.

ARTICLE 16: Effectiveness

These Amended Articles of Incorporation take the place of and supersede the existing Articles

of Incorporation as heretofore amended.

Has IN WITNESS WHEREOF, the above named officer, acting for anon behalf of the Corporation,

has hereunto subscribed his name on December 31, 2000.

Signature: ____________________________________________

Michael J. Cindric, President