EXHIBIT B
BY-LAWS 
BYLAWS OF
ASHLAND PARK SUBDIVISION HOMEOWNER'S ASSOCIATION
The administration of the ASHLAND PARK SUBDIVISION HOMEOWNER'S
ASSOCIATION ("Association"), an Illinois Not-for-Profit Corporation, shall be governed by 
the following Bylaws:
ARTICLE 1
Memberships
Section 1: Qualifications: Every person or entity who is a record owner of a lot in
Ashland Park Subdivision (for purposes of these Bylaws Ashland Park Subdivision includes 
all sections or Phases of Ashland Park Subdivision whether presently platted or to be platted 
in the future) or who is the beneficiary of a land trust holding title to a lot in the subdivision 
shall be a member of the Association. Ownership of a lot shall be the sole qualification for 
membership in the Association. Additional property owners may become members of the 
Association as provided in the Owner's Declaration of Covenants and Restrictions. If more 
than one person or entity is the record owner of or a beneficiary of a land trust holding title to 
a lot in Ashland Park Subdivision, all such persons or entities shall be members of the 
Association.
      Section 2: Members: A member shall have no vested right, interest or privilege of, in, 
or to the assets, functions, affairs, or franchises of the Association, or any right, interest, or 
privilege which may be transferable or inheritable, or which shall continue after his 
membership ceases, or while he is not in good standing. The membership is appurtenant to 
and shall not be separated from ownership of a lot. Thus, membership shall automatically 
terminate upon the sale, transfer, or other disposition by a member of his ownership of a lot 
in Ashland Park Subdivision at which time the new owner shall automatically become a 
member of the Association. Each member of the Association shall be bound by and shall 
observe the terms and provisions of the covenants and restrictions of Ashland Park 
Subdivision, the Bylaws of the Association and the rules and regulations promulgated from 
time to time by the Association or its Board of Directors. No member shall have the right or 
power to disclaim, terminate, or withdrawal from his membership in the Association or from 
any of his obligations as such member by abandonment of his residence or for any other 
reason.
      Section 3: Voting Rights: Each lot in the Ashland Park Subdivision shall be entitled 
to one vote, which may be cast, either in person or by proxy, by the owner of such lot. If 
more than one member is the record owner or beneficiary of the title-holding land trust of a 
lot in Ashland Park Subdivision, then the one vote for that lot shall be exercised as those 
members amongst themselves determine; in no event shall more than one vote be cast with 
respect to any one lot. A vote may be exercised by written proxy. Any such proxy shall 
become invalid after eleven months from the date of its execution, unless otherwise provided 
in the proxy. Every proxy must bear the date of execution thereof.
      Section 4: Suspension of Voting Rights: The Association shall have the right to 
suspend the voting rights of any member for any period during which an assessment levied 
by the Association against the member's lot remains unpaid, upon the member's violation of 
the covenants and restrictions of Ashland Park Subdivision or upon the member's violation 
of any Bylaws of the Association. Any voting rights so suspended shall remain suspended 
until the unpaid assessments are paid in full or until the violation of the covenants and 
restrictions and/or the Bylaws are cured.
ARTICLE 11
Meetings of Members
      Section 1 : Initial Meeting: An initial meeting of the members of the Association 
shall be held at such time the Developer, in its sole discretion, may call for an initial 
meeting of the members, but no later than ninety (90) days following the date on which 75% 
of all Lots within the Subdivision have been sold by the Developer.
      Section 2: Annual Meetings: After the initial meeting of the members has been held, 
there shall be an annual meeting of the members of the Association at such time and place as 
may be designated, as soon as reasonably practical in April of each calendar year, for the 
election of Directors and for the transaction of such business as may come before the 
meeting. Written notice of the Annual Meeting stating the date, place and the hour of the 
meeting shall be sent by mail to the last known address of all members at least five (5) but 
not more than sixty (60) days prior to the meeting.
      Section 3 : Special Meetings: Special meetings of the members shall be held 
whenever called by the Board of Directors or by the voting members having, in the 
aggregate, not less than twenty-five per cent (25%) of the total votes of the Association. 
Notice of each special meeting, stating the time, place, and in general terns the purpose or 
purposes thereof, shall be sent by mail to the last known address of all members at least five 
(5) but not more than sixty (60) days prior to the meeting.
      Section 4: Quorum: The presence in person or by written proxy at any meeting of the 
voting members having twenty percent (20%) of the total votes of the Association shall 
constitute a quorum for the transaction of business. Unless otherwise expressly provided 
herein or required by the General-Not-For Profit Corporation Act or the Articles of 
Incorporation of the Association, any action may be taken at any meeting of the voting 
members at which a quorum is present upon the affirmative vote ofthe voting members 
having a majority of the total votes present at such meeting.
ARTICLE 111
Board of Directors
      Section 1: Number of Directors: The business and affairs of the Association shall be 
managed by a Board of Directors which shall consist of not less than three (3) persons. The 
initial Board of Directors need not be members of the Association. Thereafter, all of the 
Board shall consist of members of the Association or designated representatives of said 
members. At the inception of the Association, the Board shall consist of three (3) persons 
named in the Articles of Incorporation. After the initial meeting of the members of the 
Association, the number of Directors shall be fixed by the Board.
      Section 2: Powers & Duties: The Board of Directors shall have the powers and 
duties necessary for the administration of the affairs of the Association and may do all such 
acts and activities as are, not by law or these Bylaws, directed to be exercised and done by 
the members.  
      Section 3: Other Duties: In addition to duties imposed by these Bylaws, the Articles of 
Incorporation of the Association or by resolution of the Association, the Board of Directors 
shall be responsible for the following:
(A)	Care and upkeep of the Subdivision including the common areas and 
facilities to the extent the same is not performed by members.
(B)	Levying and collection of the annual assessments and any special 
assssments hereinafter provided for from the members.
(C)	Designation and dismissal of personnel necessary for the 
accomplishment of   the purposes of the Association.
(D)	Expenditure of funds in accordance with the annual budget and 
amendments thereto.
(E)	To enforce any and all covenants, restrictions and agreements 
applicable to lots within the subdivision and to adopt, amend and enforce rules 
and regulations.
      Nothing herein shall impose any duty upon the Board of Directors to provide care, 
upkeep or maintenance upon any real property or improvement upon real property owned by 
any member of the Association which is not located upon the common areas of the 
Subdivision.
      Section 4: Executive Committee: The Board of Directors may elect from their number 
an executive committee consisting of not less than three (3) members of the Board, which 
committee shall have all the powers of the Board of Directors between meetings, regular or 
special. The President of the Association shall be a member of and shall be chairman of the 
Executive Committee.
      Section 5: Regular Meetings: The Board shall meet for the transaction of business at 
such place as may be designated from time to time. After the initial organizational meeting 
of the Board of Directors, a minimum of four (4) regular meetings shall be held each 
calendar year.
      Section 6: Special Meetings: Special Meetings of the Board of Directors may be 
called by the President or by three (3) members of the Board for any time and place, 
provided reasonable notice of such meetings shall be given to each member of the Board 
before the time appointed for such meetings.
      Section 7: Quorum: The Directors shall act only as a Board, and the individual 
Directors shall have no power as such. A majority of the Directors shall Constitute a quorum 
for the transaction of business, but a majority of those present at the time and place of any 
regular or special meeting although less than a quorum, may adjourn the same from time to 
time without notice until a quorum be at hand. The act of a majority of Directors present at 
any meeting at which there is a quorum shall be the act of the Board of Directors, except as 
may be otherwise provided.by law.
      Section 8: Order of Business: The Board of Directors may from time to time determine 
the order of business at its meetings. 
      Section 9: Chairman: At all meetings of the Board of Directors, the President, or, in 
his absence, the Vice President, or in the absence of both, a chairman chosen by the 
Directors present, shall preside.
      Section 10: Terms of Members of the Board: The initial Board of Directors named in 
the Articles of Incorporation and any additions or substitutions thereto shall serve until their 
replacements are designated by the Developer at the initial meeting of the members of the 
Association. Thereafter they shall be elected by the members of the Association at each 
annual meeting for the terms as determined by the Board.
      Section 11 : Compensation: Members of the Board shall receive no compensation for 
their services.
      Section 12: Consent: Unless specifically prohibited by the Articles of Incorporation or 
Bylaws, any action required to be taken at a meeting of the Board of Directors, or any other 
action which may be taken at a meeting of the Board of Directors, or of any committee 
thereof, may be taken without a meeting if a consent in 	setting forth the action so taken, 
shall be signed by all the Directors entitled to vote with respect to the subject matter thereof, 
or by all members of such committee, as the case may be. Any such consent signed by all the 
Directors or all the members of the committee shall be the same effect as a unanimous vote, 
and may be stated as such in any document filed with the Secretary of State or with anyone 
else.
      Section 13: Annual Report: The Board of Directors, after the close of the fiscal year, 
shall submit to the members a report on the activities of the Association and shall submit an 
account of the financial transactions of the past year and a proposed budget for the ensuing 
year.
      Section 14: Vacancies in the Board: Whenever a vacancy in the membership of the 
Board shall occur, the remaining members of the Board shall have the power, by a majority 
vote, to select a member of the Association or a designated representative or representatives 
of said member to serve the unexpired term of the vacancy. If any Director fails to attend a 
majority of the number of meetings of the Board in any fiscal year, the Board may in its sole 
discretion declare his office vacant.
ARTICLE IV
Officers
      Section 1 : Executive Officers: The Executive Officers of the Association shall 
include a President, a Vice President, a Secretary, and a Treasurer. All officers shall be 
elected annually by the Board of Directors and they shall take office immediately after 
election. The officers of the Association for the first five (5) years from the date of 
incorporation need not be members of the Association. Thereafter, they shall be members of 
the Association or designated representatives of said members.
      Section 2: The President: Subject to the direction of the Board of Directors, the 
President shall be the Chief Executive Officer of the Association, and shall perform such 
other duties as from time to time may be assigned to him by the Board. The President shall be 
ex-officio a member of all committees.
      Section 3: The Vice President: The Vice President shall have such power and perform 
such duties as may be assigned to him by the Board of Directors or the President. In case of 
the absence or disability of the President, the duties of that officer shall be performed by the 
Vice President.
      Section 4: The Secretary: The Secretary shall keep the minutes of all proceedings of 
the Board of Directors and of all committees and the minutes of the annual meetings and 
special meetings ofthe members, as well as the corporate. seal and such books and papers as 
the Board may direct, and shall in general perform all the duties incident to the office of the 
Secretary, subject to the control of the Board of Directors and the President; further the 
Secretary shall also perform such other duties as may be assigned to him by the President or 
by the Board.
      Section 5: The Treasurer: The Treasurer shall have the custody of all the receipts, 
disbursements, funds and securities of the Association and shall perform all duties incident to 
the office of the Treasurer, subject to the control of the Board of Directors and the President. 
He shall perform such other duties as may from time to time be assigned to him by the Board 
or the President. If required by the Board, he shall give a bond for the faithful discharge of his 
duties in such sum as the Board may require.  
      Section 6: Subordinate Offcers: The President, with the approval of the Board of 
Directors, may appoint such other officers, agents and committee chairmen as the Board may 
deem necessary, who shall hold offce at the pleasure of the Board, and who shall have such 
authority and perform such duties as from time to time may be prescribed by the Board.
      Section 7: Committees: The Board of Directors, by resolution adopted by a majority 
of the Directors in office, may designate one or more committees, which committees shall 
have such authority and perform such duties as from time to time may be prescribed by the 
Board. Each member of a committee shall continue as such until the next annual meeting of 
the members of the Association and until his successor is appointed, unless the committee 
shall be sooner terminated, or unless such member be removed from such committee, or 
unless such member shall cease to qualify as a member thereof. The Ashland Park 
Subdivision Architectural Committee shall not be subject to control of the Association and 
shall operate independently of these Bylaws, in accordance with the covenants and 
restrictions for Ashland Park Subdivision.
ARTICLE V
Loss of Property
      Section 1 : The Board of Directors shall not be liable or responsible for the 
destruction or the loss of or damage to the property of any member or the guest of any 
member, or visitor, or other person.
ARTICLE VI
Maintenance and Special Assessments
      Section 1 : Creation of Assessments: The Board of Directors of the Association shall 
have the right and power to subject the property situated in all phases of Ashland Park 
Subdivision, except public streets, ways and parks, to an annual maintenance assessment and 
to special assessments. Notwithstanding the foregoing or anything to the contrary in these 
Bylaws no assessment(s) of any kind or for any purpose may be assessed by the Board of 
Directors of the Association, or otherwise for the benefit of the Association and/or any of its 
members, against any lot owned by the Developer (T..A.G. Ashland Park, Inc., an Illinois 
corporation as successor in interest to Clinton C. Atkins), or any party affiliated with the 
Developer, until such time as the lot is first fransferred to a third-party that is not affiliated 
with the Developer. Notwithstanding	 anything to the contrary in these Bylaws, the provisions 
of this Article 6, Section 1 may only be amended by an affirmative vote of the members and 
the affirmative written agreement the Developer.
      On August 15 of each calendar year, each owner of lots in Ashland Park Subdivision, 
other than the Developer and/or any affiliate of the Developer, shall be assessed an annual 
maintenance charge against his lot or lots, and such annual maintenance assessment shall be 
used by the Association to create and continue a maintenance fund to be used by the 
Association as hereinafter stated. Until changed by further action of the Board of Directors as 
provided hereinafter, the annual maintenance charge shall be Thirty-five Dollars ($35.00) per 
lot. The assessment charge shall be payable to the Association on or before October 1 each 
year and will be delinquent when not paid after it becomes due.
The annual maintenance assessment may be adjusted from year to year by the Board 
of
Directors of the Association as the needs of the common areas in its judgment may require, 
but in no event shall any increase in the assessment in any year for any one lot 	the sum of 
Fifteen Dollars ($15.00), unless approved by a seventy-five percent (75%) majority of the 
members of the Association in attendance at a meeting called to consider an increase in such 
assessments.
      Section 2: Special Assessments: Special assessments may be levied by the Board 
of Directors, upon notice, to pay for capital improvements authorized by the members 
or to supplement any reserve established by the annual maintenance assessment.
Section 3: Use of Maintenance Assessments: The maintenance fund may be used:
      For lighting, improving and maintaining the street island and median areas, the 
common area easements, and dedicated right of way areas maintained for the general use of 
the owners and occupants of land included in such subdivision;  
      For operating and maintaining any storm-water drains now or hereafter constructed 
in such subdivision that are not or will not be under the direct supervision of the City, or 
State, or drainage district; and
For doing any other things necessary or desirable, in the opinion of the Board of
Directors, to keep the property commons neat and in good order and which in the opinion of 
the  Board of Directors may be of general benefit to the owners or occupants of the land 
included in such subdivision.
      Section 4: Creation of Lien and Personal Obligation of Assessments: The Association 
shall have a continuing lien on each lot in Ashland Park Subdivision to secure the payment 
of maintenance or special assessments due and to become due, and the record owners of such 
lots shall be personally liable for all maintenance or special assessments.
      Upon reasonable demand, the Association shall furnish to any owner or mortgagee 
or person interested a statement showing the amount of any unpaid assessment charges 
against any lot or lots.  
      Section 5: Non-payment of Assessments: If any regular maintenance or special 
assessment is not paid when due, then such assessment shall become delinquent and shall, 
together with a late payment fee in the amount of Five Dollars ($5.00) for each delinquent 
payment and all costs of collection including without limitation recording fees, court fees 
and reasonable attorneys' fees as hereinafter provided, thereupon become a continuing lien 
on the property and an equitable charge running with the land touching and concerning it, 
which shall bind upon property in the hands of the then owner, his grantees, heirs, devisees, 
administrators, executors, legal representatives, assigns and successors, and the limitation 
thereof shall coincide with the statutory limitation of the State of Illinois for an enforcement 
of oral agreements. The personal obligation of the then owner to pay such assessment, 
however, shall remain his personal obligation for the statutory period and shall not pass as a 
personal obligation to his successors in title unless expressly assumed by them. If title to a 
lot is held by an Illinois Land Trust, the. Trustee shall not have any personal liability for the 
assessment, but all beneficiaries of the Trust shall be jointly and severally so liable. In the 
event title to a lot is held by more than one owner, all owners shall be jointly and severally 
liable. The lien shall attach to rents due from parties in possession to the record owners, 
provided that it shall be subordinate to an assignment of rents held by a mortgagee delivered 
in connection with the first mortgage loan to purchase the property.
      If the assessment is not paid within thirty (30) days after the delinquency date, the 
Association may bring an action at law against the owner personally obligated to pay same 
or to foreclose the lien against the property and there shall be added to the amount of such 
assessment all the costs of preparing and filing the notice of lien and complaint and 
maintaining and concluding such action, including without limitation the costs of the title 
reports, and in the event a personal judgment or decree of foreclosure is obtained, such 
judgment decree shall include interest on the assessment as above provided and reasonable 
attorneys' fees to be fixed by the court together with all costs of the action. The venue for all 
legal actions shall be in Champaign County, Illinois. The persons in possession shall be 
authorized to accept the summons for the owners of the lot.
      No owner may waive or otherwise escape liability for the assessments provided for 
herein for any reason. In the event that title to any lot is conveyed to a land trust, upon the 
demand of the Association, the Trustee shall furnish the Association with a certified copy of 
the trust agreement and any amendments thereto, so that the Association shall be advised of 
the identity of the beneficiaries entitled to vote and who will be personally liable for the 
regular and special assessments.
ARTICLE Vll
Notice
      Section 1 : Notice: Whenever, according to these Bylaws, a notice shall be required to 
be given to any member or director, it shall not be construed to mean personal notice, but 
such notice may be given in 	by depositing the same in a post offce in Champaign County, 
Illinois, in a postpaid sealed envelope, addressed to such member, or Director at his address 
as the same appears on the books of the Association, and the time when such notice is mailed 
shall be deemed the time of the giving of such notice.
      Section 2: Waiver of Notice: Whenever any notice is required to be given under the 
provisions of these Bylaws or under the provisions of the Articles of Incorporation or under 
the provisions of the Illinois General Not-For-Profit Corporation Act, a waiver thereof in 
writing, signed by the person or persons entitled to such notice whether before or after the 
time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE vill Amendments
      The provisions of these Bylaws may be changed, modified, or rescinded by an 
instmment in writing setting forth such change, modification, or rescission, certified by the 
Secretary. Such change, modification, or rescission shall be approved at a membership 
meeting called for this purpose. The presence in person or by proxy at said meeting of the 
voting members of the Association having a majority of the total votes shall constitute a 
quorum. However, said change, modification, or rescission must be approved by not less than 
a majority of the total number of votes of the Association.
      Prior to the election of the Board of Directors at the first annual meeting of the 
members of the Association, the initial three member Board of Directors named in the 
Articles of  Incorporation and any additions or substitutions thereto shall have the authority to 
authorize, implement and amend these Bylaws in the whole, or in part, without complying 
with the provisions of the first paragraph of Article VIII of these Bylaws.
ARTICLE IX
Corporate Seal
      Section 1 : Corporate Seal: The Association may, but shall not be required to keep or 
utilize a corporate seal.
ARTICLE X
	Fiscal Year	 
       The fiscal year of the corporation shall begin on the 1st day of January and shall 
terminate on the 31st day of December of each year.
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