EXHIBIT D
Bylaws of 1251-65 West Granville Avenue Condominium Association

ARTICLE I
DEFINITIONS

The terms used in these Bylaws, to the extent they are used in a defined sense, shall have the same meanings as set forth in the Declaration of Condominium Ownership for 1251-65 West Granville Avenue Condominiums to which these Bylaws are attached.

ARTICLE II
MEMBERS

Section 2.01 Eligibility. The 1251-65 West Granville Avenue Condominium Association shall have one class of membership consisting of the respective Unit Owners of the Property known as 1251-65 West Granville Avenue Condominiums, located at 1251-65 West Granville Avenue and 6157 North Lakewood Avenue, Chicago, Illinois, 60660, in accordance with the respective Undivided Interests in the Common Elements of the Property owned by the respective Unit Owners, as set forth in Exhibit C to the Declaration.

Section 2.02 Succession. The membership of each Unit Owner shall terminate when he ceases to be a Unit Owner, and upon the sale, transfer, or other disposition of his ownership interest in the Property, his membership in the Association shall automatically be transferred to the new Unit Owner succeeding to such ownership interest. In the event of a sale, transfer, or other disposition of a portion of such ownership interest, he and any new Unit Owner shall be members of the Association in accordance with their new percentages of ownership interest as provided in the Declaration.

Section 2.03 Regular Meetings. The first regular annual meeting of Unit Owners (the "First Meeting") shall be held subject to the terms hereof, on a date to be specified by the Developer, which date shall be not later than the Turnover Date. The Developer shall give at least twenty-one (21) days notice of such First Meeting to elect the Board of Managers and shall provide to any Unit Owner within ten (10) working days of the request, the names, addresses, and weighted vote of each Unit Owner entitled to vote at such meeting. Any Unit Owner shall be provided with the same information within ten (10) working days of the request, with respect to each subsequent meeting to elect members of the Board. Subsequent to the First Meeting, there shall be a regular annual meeting of Unit Owners held each year within fifteen (15) days before or after the anniversary of the First Meeting one of the purposes of which shall be to elect members of the Board. All such meetings of Unit Owners shall be held at such place in Chicago, Cook County, Illinois, and at such time and for such purpose all of which shall be specified in a written notice of such meeting, which shall be delivered to all Unit Owners not less than ten (10) days nor more than thirty (30) days prior to the date of such meeting.

Section 2.04 Special Meetings. Special meetings of the Unit Owners may be, called by the President, or by any Director of the Board, or by twenty percent (20%) of the Unit Owners. Special meetings shall be called by the delivery of written notice to all Unit Owners not less than ten (10) days nor more than thirty (30) days prior to the date of each such meeting, stating the date, time, and place of such meeting and the matters to be considered. Matters subject to the approval of Unit Owners under the Act, the Declaration, or these Bylaws shall be submitted to the Unit Owners at special meetings in accordance with the notice and voting provisions set forth herein below.

Section 2.05 Delivery of Notices of Meetings. Notices of meetings shall be delivered by the Secretary of the Association and may be delivered either personally or by mail to a Unit Owner at the address given to the Board by such Unit Owner for such purpose, or to the Unit Owner's Unit, if no address for such purpose has been given to the Board.

Section 2.06 Voting. The aggregate number of votes for all Unit Owners shall be one hundred (100), and shall be divided among the respective Unit Owners in accordance with their respective percentages of ownership interest in the Common Elements; (the following portion of this sentence shall not apply to the Developer) provided, however, that if at any time thirty percent (30%) of the Units, by number, possess over fifty percent (50%) of the Undivided Interests, then any percentage vote of the Unit Owners specified in the Act, the Declaration, or these Bylaws shall require the specified percentage by number of Units rather than by Undivided Interests. If any Unit Owner consists of more than one Person, the voting rights of such Unit Owner shall not be divided, but shall be exercised as if the Unit Owner consisted of only one Person in accordance with the proxy or other designation made by agreement of the Persons constituting such Unit Owner, and in the absence of such a proxy or agreement as follows: (1) if only one of the multiple owners is present at a meeting of the Association, he is entitled to cast all the votes allocated to that Unit; and (ii) if more than one of the multiple owners are present, the votes allocated to that Unit may be cast only in accordance with the agreement of a majority in interest of the multiple owners, which majority agreement shall be presumed if any one of the multiple owners casts the votes allocated to that Unit without protest being made promptly to the Person presiding over the meeting by any of the other owners of the Unit. The Declarant may exercise the voting rights with respect to Units owned by it. If a Unit Owner is other than a natural Person, said Unit Owner may be represented by an agent thereof in any, and all matters affecting said Unit Owner, including, but not limited to, acting on behalf of said Unit Owner at any meeting of Unit Owners, and voting on behalf of said Unit Owner on any matter requiring a vote of the Unit Owners. Matters subject to the affirmative vote of not less than two-thirds (2/3) of the votes of Unit Owners (or such greater percentage as may herein be specified) at a meeting duly called for that purpose, shall include, but not be limited to: (i) merger or consolidation of the Association; (ii) sale, lease, exchange, or other disposition (excluding the mortgage or pledge) of all, or substantially all, of the property and assets of the Association; and (iii) the purchase or sale of land or of Units on behalf of all Unit Owners. Except as otherwise expressly provided in the Act, the Declaration, or these Bylaws, any action may be taken at any meeting of Unit Owners at which a quorum is present upon the affirmative vote of not less than a majority of the total votes represented at such meeting. A Unit Owner may vote by proxy executed in writing by the Unit Owner or by his duly authorized attorney in fact provided that (i) that the proxy shall be invalid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and (ii) every proxy must bear the date of execution.

Section 2.07 Quorum. A quorum of Unit Owners for any meeting shall be constituted by Unit Owners represented in person or by proxy and holding at least forty percent (40%) of the votes entitled to be cast at such meeting.

Section 2.08 Purchasers Under Installment Contracts. In the event of a resale of a Unit, the purchaser of a Unit from a seller other than the Developer pursuant to an installment contract for purchase shall during such times as he or she resides in the Unit be counted toward a quorum for purposes of election of members of the Board at any meeting of the Unit Owners called for purposes of electing members of the Board, and shall have the right to vote for the election of members of the Board and to be elected to and serve on the Board unless the seller expressly retains in writing any or all of such rights. In no event may the seller and purchaser both be counted toward a quorum, be permitted to vote for a particular office or be elected and serve on the Board. Satisfactory evidence of the installment contract shall be made available to the Association or its agents. For purposes of this subsection, "installment contract" shall have the same meaning as set forth in Section l(e) of "An Act relating to installment contracts to sell dwelling structures", approved August 11, 1967, as amended.

Section 2.09 Rules of the Meeting. The Board may prescribe reasonable rules for the, conduct of all meetings of the Board and Unit Owners, or in the absence of such rules, Robert's Rules of Order shall be used.

ARTICLE III
BOARD OF DIRECTORS

Section 3.01 Number, Election, and Term of Office. The board of directors of the Association (referred to in the Act as the "board of managers") shall consist of five (5) natural Persons ("Directors). Prior to the First Meeting the Directors (collectively, the "First Board") shall be appointed by the Developer. At the First Meeting and thereafter, all Directors shall be elected at large at the regular annual meeting of Association members by the vote of Unit Owners. Each Directors shall serve a term of one (1) year. Each Director shall serve until his successor shall be elected and qualified, provided that Directors may succeed themselves in office. A candidate for election to the Board or such candidate's representative shall have the right to be present at the counting of ballots at such election.

Section 3.02 Qualification. Except for members of the First Board, each Director shall be a Unit Owner (or, if a Unit Owner is a trustee of a trust, a director may be a beneficiary of such trust, and if a Unit Owner or such a beneficiary is a corporation or partnership, a director may be an officer, partner, or employee of such Unit Owner or beneficiary). If a Director fails to meet such qualifications during his term, he shall thereupon cease to be a Director and his place on the Board shall be deemed vacant.

Section 3.03 Vacancies. Any vacancy occurring in the Board shall be filled by a two-thirds (2/3) majority vote of the remaining members thereof. Any Director so elected or appointed to fill a vacancy shall hold office until the next meeting of Unit Owners or for a period terminating no later than thirty (30) days following the filing of a petition signed by Unit Owners holding twenty percent (20%) of the votes of the Association requesting a meeting of the Unit Owners to fill the vacancy for the balance of the term, in which case a meeting of the Unit Owners shall be called for purposes of filling a vacancy on the Board no later than thirty (30) days following the filing of a petition signed by Unit Owners holding twenty percent (20%) of the votes of the Association requesting such a meeting.

Section 3.04 Meetings. Four (4) regular meetings of the Board shall be held annually, one of which shall be within ten (10) days following the regular annual meeting of Unit Owners. Special meetings of the Board shall be held upon a call by the President or by any two (2) Directors of the Board on not less than forty-eight (48) hours' notice in writing to each Director, delivered personally or by mail or telegram. Each Unit Owner shall receive notice, in the same manner as that provided herein for annual Unit Owners' meetings, of any meeting of the Board concerning the adoption of the proposed annual budget or any increase or establishment of an assessment. Meetings of the Board shall be open to any Unit Owner, except for the portion of any meeting held (1) to discuss litigation when an action against or on behalf of the Association has been filed and is pending in a court or administrative tribunal, or when the Board finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the Association or a Unit Owner's unpaid share of Common Expenses provided, however, that any vote on these matters shall be taken at a meeting or portion thereof open to any Unit Owner. Any Unit Owner may record the proceedings at meetings required to be open by this Act by tape, film or other means, provided, however, the Board may prescribe reasonable rules and regulations to govern the right to make such recordings. Notice of Board meetings shall be mailed at least forty-eight (48) hours prior thereto, unless a written waiver of such notice is signed by the Person or Persons entitled to such notice before the meeting is convened. Any Director may waive notice of a meeting, consent to the holding of a meeting without notice, or consent to any action proposed to be taken by the Board without a meeting. Copies of notices of meetings of the Board shall be posted in entranceways, elevators, or other conspicuous places in the condominium at least forty-eight (48) hours prior to the meeting of the Board.

Section 3.05 Removal. Any Director may be removed from office by the Unit Owners owning not less than eighty percent (80%) of the total ownership of the Common Elements.

Section 3.06 Compensation. Directors shall receive no compensation for their services as directors, unless expressly provided for in resolutions duly adopted by the Unit Owners.

Section 3.07 Quorum; Required Majority. A majority of all of the directors shall constitute a quorum. No action shall be taken by the Board with respect to any election permitted or required under any provision of the Declaration or the Act covering the reallocation of percentages of ownership interests in the Common Elements unless approved by all of the Directors and no action shall be taken by the Board with respect to any other matters unless approved by a majority of all of the Directors.

Section 3.08 Powers and Duties. The Board shall exercise for the Association all powers, duties, and authority vested therein by the Act, the Declaration, or these Bylaws, except for such powers, duties, and authority reserved thereby to the members of the Association. In the performance of their duties, the officers and members of the Board, whether appointed by the Developer or elected by the Unit Owners, are required to exercise the care required of a fiduciary of the Unit Owners. The collection of assessments from Unit Owners by the Association, Board or their duly authorized agents shall not be considered acts constituting a collection agency for purposes of the Collection Agency Act. The powers and duties of the Board shall include, but shall not be limited to, the following:

(a) to administer the affairs of the Association and the Property;

(b) to administer, manage, and operate the Property, including the Common Elements, and to formulate policies therefor;

(c) to provide for the operation, care, upkeep, maintenance, repair, replacement, and improvement of the Common Elements, and payments therefor, and to approve payment vouchers or to delegate such approval to the officers of the Association, the Managing Agent, or the building manager; nothing in this subsection 3.08(c) shall be deemed to invalidate any other provision in this Declaration placing limits on expenditures for the Common Elements, provided, that such limits shall not be applicable to expenditures for repair, replacement, or restoration of existing portions of the Common Elements. The term "repair, replacement or restoration" means expenditures to deteriorated or damaged portions of the Property related to the existing decorating, facilities, or structural or mechanical components, interior or exterior surfaces, or energy systems and equipment with the functional equivalent of the original portions of such areas. Replacement of the Common Elements may result in an improvement over the original quality of such elements or facilities; provided that, if the improvement results in a proposed expenditure exceeding five percent (5 %) of the annual budget, the Board, upon written petition by Unit Owners with twenty percent (20%) of the votes of the Association delivered to the Board within fourteen (14) days of the Board action to approve the expenditure, shall call a meeting of the Unit Owners within thirty (30) days of the date of delivery of the petition to consider the expenditure. Unless a majority of the total votes of the Unit Owners are cast at the meeting to reject the expenditure, it is ratified;

(d) to have access to each Unit from time to time as may be necessary for the maintenance, repair, or replacement of any Common Elements therein or accessible therefrom, or for making emergency repairs therein necessary to prevent damage to the Common Elements or to another Unit or Units;

(e) to obtain adequate and appropriate kinds of insurance as provided in the Declaration,

(f) to determine the fiscal year of the Association and to change such fiscal year from time to time as the Board deems advisable;

(g) to estimate the amount of, prepare, adopt, and distribute the annual budget and to provide the manner of assessing, levying on, collecting from the Unit Owners their respective shares of the Common Expenses, as herein below provided and to expend the same,

(h) to keep detailed, accurate records of the receipts and expenditures affecting the use and operation of the Property;

(i) to elect and remove the officers of the Association as herein below provided;

(j) to adopt rules and regulations, with written notice thereof to the Unit Owners, governing details of the administration, management operation, and use of the Property, including the Common Elements, and to amend such rules and regulations from time to time in either case after a meeting of the Unit Owners called for the specific purpose of discussing the proposed rules and regulations, notice of which contains the full text of the proposed rules and regulations and which conforms to the requirements of these Bylaws, provided however, (i) no rules or regulations may impair any rights guaranteed by the First Amendment to the Constitution of the United States or Section 4 of Article 1 of the Illinois Constitution and (ii) no quorum is required at such meeting of the Unit Owners;

(k) to engage the services of a Managing Agent to maintain, repair, replace, administer, and operate the Property or any part thereof, including the parking lot, for all of the Unit Owners, upon such terms and for such compensation and with such authority as the Board may approve subject to the requirement that in all cases the Managing Agent shall be obligated to comply with all requirements of the Act, including, but not limited to the following: a Managing Agent holding reserve funds of an association shall at all times maintain a separate account for each association, provided, however, that for investment purposes, the board of managers of an association may authorize a management company to maintain the association's reserve funds in a single interest bearing account with similar funds of other associations. The management company shall at all times maintain records identifying all moneys of each association in such investment account. The management company may hold all operating funds of associations which it manages in a single operating account but shall at all times maintain records identifying all moneys of each association in such operating account. Such operating and reserve funds held by the management company for the association shall not be subject to attachment by any creditor of the management company;

(l) to provide for the designation, hiring, and removal of employees and other personnel and to engage or contract for the services of others, including accountants and attorneys, and to make purchases for the maintenance, repair, replacement, administration, management, and operation of the Property, including the Common Elements; and to delegate such powers to the Managing Agent or to any employees or agents of the Managing Agent, provided, however, except in connection with (i) litigation seeking to enforce and exercise any remedy available to the Association at law or in equity, including those provided for in the Declaration, in the case of a violation of any provision of the Declaration, these Bylaws or the rules and regulations of the Association (including by way, of example and not limitation, failure by a Unit Owner to pay his proportionate share of Common Expenses) or (ii) litigation in connection with real estate tax assessments on the Property unless authorized under Section 3.08(r) hereof, the prior consent of not less than two-thirds (2/3) of all Unit Owners is first obtained.

(m) to enter into agreement or arrangements for premises suitable for use as apartments for building personnel, upon such terms as the Board may approve;

(n) to bid and purchase, for and on behalf of the Association, any Unit, or interest therein, at a sale pursuant to a foreclosure of the lien for Common Expenses under the Act, or an order or direction of a court, or at any other private or public sale, upon the consent or approval of Unit Owners owning not less than eighty percent (80%) of the total ownership of the Common Elements, provided that such consent shall set forth a maximum price that the Board or its duly authorized agent may bid and pay for such Unit, and to purchase any Unit, or leasehold or other interest therein, and further provided that there are no other bids for such Unit;

(o) to make such mortgage arrangements and special assessments proportionately among the Unit Owners, and such other financing arrangements as the Board may deem desirable in order to close and consummate the purchase or lease of a Unit, or interest therein, by the Association, provided, however, that no such financing arrangement shall be secured by an encumbrance on any interest in the Property other than the Unit, or interest therein, to be purchased and the percentage interest in the Common Elements appurtenant thereto;

(p) to own, encumber, lease, convey, and otherwise deal with Units conveyed to or purchased by it;

(q) to pay real property taxes, special assessments, and any other special taxes or charges of the State of Illinois or of any political subdivision thereof, or other lawful taxing or assessing body, which are authorized by law to be assessed and levied upon the real property of the condominium;

(r) to seek relief, on behalf of all Unit Owners, from or in connection with the assessment or levy of any real property taxes, special assessments and any other special taxes or charges of the State of Illinois or any political subdivision thereof, or any other lawful taxing or assessing body, which are authorized by law to be assessed and levied on real property and to charge and collect all expenses incurred in connection therewith as Common Expenses, upon authorization by a two-thirds (2/3) vote of the members of the Board or by the affirmative vote of not less than a majority, of the Unit Owners at a meeting duly called for such purpose, except that no such action, or agreements with counsel or consultants in respect thereto, shall apply to Units owned by Declarant or result in any cost to or obligation of Declarant as a result thereof, unless agreed to in advance in writing by Declarant.

(s) to impose charges for late payments of a Unit Owner's proportionate share of the Common Expenses, or any other expenses lawfully agreed upon, and after notice and an opportunity to be heard, levy reasonable fines for violation of the Declaration, Bylaws, and rules and regulations of the Association.

(t) to assign, by a majority vote of the entire Board, the right of the Association to future income from Common Expenses, or other sources, and mortgage or pledge substantially all of the remaining assets of the Association.

(u) to record the dedication of a portion of the Common Elements to a public body for use as, or in connection with, a street or utility where authorized by the Unit Owners under the provisions of Section 14.2 of the Act.

(v) to record the granting of an easement for the laying of cable television cable where authorized by the Unit Owners under the provisions of Section 14.3 of the Act.

(w) unless otherwise provided herein or in the Declaration, to comply with the instructions of a Majority of the Unit Owners as expressed in a resolution duly adopted at any annual or special meeting of the Unit Owners;

(x) to act in a representative capacity in relation to matters involving the Common Elements or more than one Unit, on behalf of the Unit Owners, as their interests may appear;

(y) to appoint committees of the Board and to delegate to such committees the Board's authority to carry, out certain duties of the Board; and

(z) to reasonably accommodate the needs of a handicapped Unit Owner as required by the federal Civil Rights Act of 1968, the Human Rights Act and any applicable local ordinances in the exercise of its powers with respect to the use of Common Elements or approval of modifications in an individual Unit.

Section 3.09 Records of Association - Availability for Inspection. The Managing Agent or Board shall maintain the following records of the Association available for examination and copying (at a reasonable fee established by the Board for the cost of such copying) at convenient hours of weekdays by the Unit Owners or their mortgagees and their duly authorized agents or attorneys:

(a) Copies of the recorded Declaration, Bylaws, other Condominium Instruments, and any amendments, Articles of Incorporation of the Association, annual reports and any rules and regulations adopted by the Association or its Board. Prior to the organization of the Association, the Developer shall maintain and make available the records set forth in this subsection (a) for examination and copying.

(b) Detailed accurate records in chronological order of the receipts and expenditures affecting the Common Elements, specifying and itemizing the maintenance and repair expenses of the Common Elements and any other expenses incurred, and copies of all contracts, leases, or other agreements entered into by the Association shall be maintained.

(c) The minutes of all meetings of the Association and the Board which shall be maintained for a period of not less than seven (7) years.

(d) Ballots for all elections to the Board and for any other matters voted on by the Unit Owners which shall be maintained for a period of not less than one (1) year.

(e) Such other records of the Association as are available for inspection by members of a not-for-profit corporation pursuant to Section 107.75 of the General Not-For-Profit Corporation Act of 1986.

ARTICLE IV
OFFICERS

Section 4.01 Designation. At each regular annual meeting, the Directors present at such meeting shall elect the following officers of the Association by a majority vote:

(a) a President, who shall be a Director and who shall preside over the meetings of the Board and of the Unit Owners, and who shall be the chief executive officer of the Association;

(b) a Secretary, who shall be a Director and who shall keep the minutes of all meetings of the Board and of the Unit Owners, who shall be designated as the officer to mail and receive notices served by or upon the Association and execute amendments to the Declaration (including the Plat) and these Bylaws pursuant to the Act, who shall, in general, perform all the duties incident to the office of Secretary;

(c) a Treasurer, who shall be a Director and who shall be responsible for financial records and books of account and the manner in which such records and books are kept and reported; and

(d) such additional officers as the Board may see fit to elect.

Section 4.02 Powers. The respective officers shall have the general powers usually vested in their respective offices, provided that the Board may delegate any specific powers to any other officer or impose such limitations or restrictions upon the powers of any officer as the Board may see fit.

Section 4.03 Term of Office. Each officer shall hold office for the term of one (1) year and until his successor has been appointed or elected and qualified, provided that any officer may succeed himself.

Section 4.04 Vacancies. Vacancies in any office shall be filled by the Board at a special meeting of the Board. Any officer so elected to fill a vacancy shall hold office for a term equal to the unexpired term of the officer he succeeds. Any officer may be removed for cause at any time by the Board at a special meeting thereof.

Section 4.05 Compensation. Officers shall receive no compensation for their services as officers, unless expressly provided for in resolutions duly adopted by the Unit Owners.

ARTICLE V
BUDGET AND ASSESSMENTS

Section 5.01 Annual Budget. The Board shall prepare and distribute to all Unit Owners, a detailed proposed annual budget for each fiscal year of the Association. Such budget shall set forth with particularity all anticipated Common Expenses by category, as well as all anticipated assessments, other income, and cash requirements for the year, including, but not limited to, salaries, wages, payroll taxes, legal and accounting fees, working capital funds, supplies, materials, parts, services, maintenance, repairs. replacements, landscaping, insurance, fuel, power, and all other Common Expenses. The initial budget and Common Expense assessment based thereon, shall be adopted prior to the conveyance of any Unit. The annual budget shall set forth each Unit Owner's proposed Common Expenses assessment. To the extent that the assessments and other cash income collected from the Unit Owners during the preceding year are more or less than the expenditures for such preceding year, the surplus or deficit, as the case may be, shall also be taken into account. The annual budget shall also take into account the estimated net available cash income for the year from the lease, operation, or use of the Common Elements. All budgets adopted by the Board shall provide for reasonable Reserves for capital expenditures and deferred maintenance for repair or replacement of the Common Elements. To determine the amount of Reserves appropriate for the Association, the Board shall take into consideration the following: (i) the repair and replacement cost, and the estimated useful life, of the property which the Association is obligated to maintain, including but not limited to structural and mechanical components, surfaces of the buildings and Common Elements, and energy systems and equipment; (ii) the current and anticipated return on investment of Association funds; (iii) any independent professional reserve study which the Association may obtain; (iv) the financial impact on Unit Owners, and the market value of the condominium Units, of any assessment increase needed to fund Reserves; and (v) the ability of the Association to obtain financing or refinancing. Notwithstanding the foregoing provisions respecting Reserves, the Association may elect to waive in whole or in part the Reserve requirements of this section by a vote of two-thirds (2/3) of the total votes of the Association, in which event such fact shall be disclosed after the meeting at which such waiver occurs by the Association in the financial statements of the Association and, highlighted in bold print, in the response to any request of a prospective purchaser for the information prescribed under Section 22.1 of the Act; and no member of the Board or the Managing Agent of the Association shall be liable, and no cause of action may be brought for damages against these parties, for the lack or inadequacy of Reserve funds in the Association budget. The estimated annual budget for each fiscal year shall be adopted by the Board, and copies thereof with an indication of which portions are intended for Reserves, capital expenditures or repairs or payment of real estate taxes shall be furnished to each Unit Owner, not later than thirty (30) days prior to its adoption. If an adopted budget requires assessment against the Unit Owners in any fiscal or calendar year exceeding one hundred fifteen percent (115 %) of the assessments for the preceding year, the Board, upon written petition by Unit Owners with twenty percent (20%) of the votes of the Association filed within fourteen (14) days of the Board action, shall call a meeting of the Unit Owners within thirty (30) days of the date of filing of the petition to consider the budget. Unless a majority of the votes of the Unit Owners are cast at the meeting to reject the budget, it shall be ratified, whether or not a quorum is present. In determining whether assessments exceed one hundred fifteen percent (115%) of similar assessments in prior years, authorized provisions for reasonable Reserves for repair or replacement of the condominium Property and anticipated expenses by the Association which are not anticipated to be incurred on a regular or annual basis, shall be excluded from the computation.

Section 5.02 Assessments. On or before the first day of the first month and of each succeeding month of the year covered by the annual budget, each Unit Owner shall pay, as his respective monthly assessment for the Common Expenses, one-twelfth (1/12) of his share of the Common Expenses for such year as shown by the annual budget. Such share for each Unit Owner shall be in accordance with and proportionate to his ownership interest in the Common Elements as set forth in Exhibit C to the Declaration except to the extent otherwise provided in the Declaration or the Act. In the event the Board does not approve an estimated annual budget or fails to determine new monthly assessments for any year, or is delayed in doing so, each Unit Owner shall continue to pay each month the amount of his monthly assessment as last determined. Each Unit Owner shall pay his monthly assessment on or before the first day of each month to the Managing Agent or as may be otherwise directed by the Board. No Unit Owner shall be relieved of his obligation to pay his assessment by abandoning or by not using his Unit or the Common Elements. The Association shall have no authority to forbear the payment of assessments by any Unit Owner.

Section 5.03 Partial Year or Month. For the first fiscal year of the Association, the annual budget shall be as approved by the First Board prior to the conveyance of any Unit. If such first fiscal year, or any succeeding fiscal year, is less than a full year, then the monthly assessment for each Unit Owner shall be proportionate to the number of months and days in such period covered by such budget. Commencing with the date of occupancy of this Unit, each Unit Owner shall pay his assessment for the following month or fraction of a month, which assessment shall be in proportion to his respective ownership interest in the Common Elements and the number of months and days remaining of the period covered by the current annual budget, and which assessment shall be as computed by the Board.

Section 5.04 Annual Report. Within ninety (90) days after the end of each fiscal year covered by an annual budget, or as soon thereafter as shall be practicable, but in any event within one hundred twenty (120) days, the Board shall cause to be furnished to each Unit Owner a statement for such year so ended, showing an itemized accounting of the Common Expenses for the preceding year actually incurred and paid, together with an indication of which portions were for Reserves, capital expenditures or repairs or payment of real estate taxes, together with a tabulation of the amounts collected pursuant to the budget or assessment, and showing the net excess or deficit of income over expenditures plus reserves and such other information as the Board may deem advisable.

Section 5.05 Supplemental Budget. In the event that during the course of any year it shall appear to the Board that the monthly, assessments, determined in accordance with the estimated annual budget for such year. are insufficient or inadequate to cover the estimated Common Expenses for the remainder of such year, or if there shall be any non-recurring Common Expenses or any Common Expenses not set forth in the annual budget as adopted, then the Board shall prepare and approve a supplemental budget covering the estimated deficiency for the remainder of such year, copies of which supplemental budget shall be furnished to each Unit Owner, and thereupon a supplemental assessment shall be made against each Unit Owner for his proportionate share of such supplemental budget, subject, however, to the following rules: Any non-recurring Common Expenses, any Common Expenses not set forth in the budget as adopted. and any increase over the amount adopted in the annual budget shall be separately assessed against all Unit Owners. Any such separate assessments shall be subject to approval by the affirmative vote of at least two-thirds (2/3) of the Unit Owners voting at a special meeting of Unit Owners duly called for the purpose of approving the assessment if it involves proposed expenditures resulting in a total payment of assessments to a Unit equal to or exceeding the greater of five (5) times the Unit's most recent Common Expenses assessment, calculated on a monthly basis, or Three Hundred and No/100 Dollars ($300.00), or, with respect to each such limitation, such greater amount as may, through one or more amendments to the Act, hereafter be specified in the section of the Act then comparable to the present Section 8(d) of the Act.

Section 5.06 Expenditures.

(a) Except for any expenditures and contracts specifically authorized by the Declaration and these Bylaws, the Board shall not approve any expenditure in excess of Twenty-Five Thousand Dollars ($25,000.00) unless required for emergency repair, protection, or operation of the Common Elements or the Limited Common Elements, nor enter any contract of more than two (2) years' duration, without the prior approval of Unit Owners owning not less than two-thirds (2/3) of the total ownership of the Common Elements.

(b) In addition, replacement of the Common Elements may result in an improvement over the original quality of such elements or facilities; provided that, unless the improvement is mandated by law or is an emergency as defined in Item (iv) of Subparagraph (8) of Paragraph (a) of Section 18 of the Act, if the improvement results in a proposed expenditure exceeding 5% of the annual budget, the Board of Managers, upon written petition by Unit Owners with 20% of the votes of the Association delivered to the Board within 14 days of the Board action to approve the expenditure, shall call a meeting of the Unit Owners within 30 days of the date of delivery of the petition to consider the expenditure unless a majority of the total votes of the Unit Owners are cast at the meeting to reject the expenditure, it is ratified.

Section 5.07 Lien. The Association or its successors and assigns, or the Board or its agents, shall have the right to maintain a suit to foreclose any lien resulting from a Unit Owner's failure to pay his share of Common Expenses as specified in Article XI of the Declaration (or otherwise) and there shall be added to the amount due the costs of such suit, reasonable attorneys' fees to be fixed by the court, and other fees and expenses, together with legal interest as aforesaid.

Section 5.08 Records and Statement of Account. The Board shall cause to be kept detailed and accurate records, in chronological order, of the receipts and expenditures affecting the Common Elements and the Limited Common Elements, specifying and itemizing the Common Expenses incurred. Payment vouchers may be approved in such manner as the Board may determine. The Board shall, upon receipt of ten (10) days' written notice to it or the Association and upon payment of a reasonable fee, furnish to any Unit Owner a statement of his account, setting forth the amount of any unpaid assessments or other charges due and owing from such Owner.

Section 5.09 Discharge of Liens. The Board may cause the Association to discharge any mechanic's lien or other encumbrance that in the opinion of the Board may constitute a lien against the Property or the Common Elements, rather than a lien against only a particular Unit. When less than all the Unit Owners are responsible for the existence of any such lien, the Unit Owners responsible shall be Jointly and severally liable for the amount necessary to discharge the same and for all costs and expenses, including reasonable attorneys' fees, incurred by reason of such lien.

Section 5.10 Holding of Funds. All funds collected hereunder shall be held and expended for the purposes designated herein, and (except for such special assessments as may be levied hereunder against less than all Unit Owners and such adjustments as may be required to reflect delinquent or prepaid assessments) shall be deemed to be held for the benefit, use, and account of all Unit Owners in the percentages set forth in Exhibit C to the Declaration.

ARTICLE VII
CONTRACTUAL POWERS

No contract or other transaction between the Association and one or more of its directors or between the Association and any corporation, firm or association in which one or more of the directors of the Association are directors, or are financially interested, shall be void or voidable because such director or directors are present at the meeting of the Board or a committee thereof that authorizes or approves such contract or transaction or because his or their votes are counted, provided that (i) the requirements of the last two sentences of this Article VII have been satisfied, and (ii) the circumstances specified in either of the following subparagraphs exist:

(a) the fact of the common directorship or financial interest is disclosed or known to the Board or committee and noted in the minutes, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient for the purpose, without counting the vote or votes of such director or directors; and

(b) the contract or transaction is just and reasonable as to the Association at the time it is authorized or approved.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof that authorizes, approves, or ratifies such a contract or transaction. The Board may not enter into a contract with a current Board member or with a corporation or partnership in which a Board member has ten percent (10%) or more interest, unless notice of intent to enter the contract is given to Unit Owners within twenty (20) days after a decision is made to enter into the contract and the Unit Owners are afforded an opportunity by filing a petition, signed by not less than twenty percent (20%) of the Unit Owners, for an election to approve to disapprove the contract. Such petition shall be filed within twenty (20) days after such notice and such election shall be held within thirty (30) days after filing the petition.

ARTICLE VIII
AMENDMENTS

(A) These Bylaws may be amended or modified from time to time to the same extent, and subject to the same requirements and conditions pertaining to an amendment to the Declaration, as specified in the Declaration.

(B) These Bylaws, without any further action by the Board, shall be deemed to include all provisions required to be contained in Condominium Bylaws, by the Illinois Condominium Act (765 ILCS 605/1, et seq.) and all amendments thereto effective as of the date of the Statute making any such requirement. Upon the effective date of the repeal of any such statute, the said requirement shall cease to be in part of these Bylaws.

ARTICLE IX
INDEMNIFICATION

Section 9.01 General. The Association shall indemnify and hold harmless each of its directors and officers, each member of any committee appointed pursuant to the Bylaws, and the Board, and the Declarant, against all contractual and other liabilities to others arising out of contracts made by, or other acts of, such directors, officers, committee members, Board, or Declarant, on behalf of the Unit Owners, or arising out of their status as directors, officers, committee members, Board, or Declarant, unless any such contract or act shall have been made fraudulently or with gross negligence or criminal intent. It is intended that the foregoing indemnification shall include indemnification against all counsel or other professional fees, amounts of judgments paid, amounts paid in settlement, and other costs and expenses of any nature whatsoever, reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or otherwise, in which any such director, officer, committee member, Board, or Declarant, may be involved by virtue of being or having been such director, officer, committee member, Board, or Declarant; provided, however, that such indemnity shall not be operative with respect to (a) any matter as to which such person shall have been final, adjudged in such action, suit, or proceeding to be liable for gross negligence or fraud in the performance of his duties as such director, officer, committee member, Board, or Declarant, or (b) any matter settled or compromised, unless, in the opinion of independent counsel selected by, or in a manner determined by, the Board, there is not reasonable ground for such person being adjudged liable for gross negligence or fraud in the performance of his duties as such director, officer, committee member, Board, or Declarant.

Section 9.02 Success on Merits. To the extent that the Board, Declarant, a member of the Board, an officer of the Association, or a member of any committee appointed pursuant to the Bylaws has been successful on the merits or other-wise in defense of any action, suit, or proceeding referred to in Section 9.01 of this Article IX, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

Section 9.03 Advance Payment. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board, upon receipt of an undertaking by or on behalf of the person or entity seeking such indemnification or payment in advance to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this Article IX.

Section 9.04 Miscellaneous. The Association and the Board shall have the power to raise and the responsibility for raising, by special assessment or otherwise, any sums required to discharge its obligations under this Article; provided, however, that the liability of any Unit Owner arising out of any contract made by or other acts of the directors, Board, officers, committee members, Board, or Declarant, or out of the aforesaid indemnity in favor of the directors, officers, committee members, Board, or Declarant, shall be limited to such proportion of the total liability hereunder as such Unit Owner's percentage of interest in the Common Elements bears to the total percentage interest of all the Unit Owners in the Common Elements. Every agreement made by the directors, officers, committee members, Board, Declarant, or by the Managing Agent on behalf of the Unit Owners, shall provide that the directors, officers, committee members, Board, or Declarant, or Managing Agent, as the case may be, is acting only as agent for the Unit Owners and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner's liability thereunder shall be limited to such proportion of the total liability thereunder as his percentage of interest in the Common Elements bears to the total percentage interest of all Unit Owners in the Common Elements. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any statute, agreement, vote of members of the Board, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Such right to indemnification shall continue as to a person or entity who has ceased to be a member of the Board, officer of the Association, committee member, or Declarant and shall inure to the benefit of the devisees, legatees, heirs, executors, administrators, personal representatives, successors, and assigns of such person or entity.

ARTICLE X
STATUTORY POWERS

In addition to, and in furtherance of, the powers referred to in these Bylaws, the Association shall have all the powers permitted to be exercised by the Association under the Act to the extent not inconsistent with the provisions hereof.