Draft Bylaws

BYLAWS


OF


WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC.


DATED: _________________


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ARTICLE I


NAME AND LOCATION


The name of the Association is Wilderness Hotel Condominium Association, Inc., hereinafter referred to as the "Association." The principal office of the Association and the mailing address of the Association shall be at 511 East Adams Street, Wisconsin Dells, Wisconsin 53965, but meetings of members and directors may be held at other places within the State of Wisconsin as the Directors may from time to time designate.


ARTICLE II


DIRECTORS


Section 1. "Association" shall mean and refer to the Wilderness Hotel Condominium Association, Inc., a corporation organized pursuant to Chapter 181 of the Wisconsin Statutes, its successors and assigns.


Section 2. "Property" shall mean and refer to that certain real property described in and subject to the Declaration of Condominium Ownership of Wilderness Hotel Condominium, a condominium, and any supplements or amendments thereto.


Section 3. "Unit" shall mean and refer to any constructed individual hotel condominium Unit to be separately owned and shown upon the recorded plat or plats of survey of the Property as a separate and distinct Unit.


Section 4. "Common Elements" or "Common Areas" shall mean and refer to the Property, except the Units, and "Limited Common Elements" as more fully set forth in the Declaration.


Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Unit which is a part of the Property, or a land contract buyer, but excluding those having such interest merely as security for the performance of an obligation.


Section 6. "Declarant" shall mean and refer to Wilderness Hotel & Resort, Inc., a Wisconsin corporation.


Section 7. "Declaration" shall mean and refer to the Declaration of Condominium Ownership applicable to the Property to be recorded in the office of the Register of Deeds for Sauk County, Wisconsin, and any supplements or amendments thereto as provided in the Declaration.


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Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.


Section 9. "Mortgage" shall mean any Mortgage or other security instrument, including a land contract, by which a Unit or any part thereof is encumbered.


Section 10. "Mortgagee" shall mean any Person named as the Mortgagee under any Mortgage under which the interest of any Owner is encumbered, or any land contract vendor of any Unit, or any successor to the interest of such person under such Mortgage of such land contract.


Section 11. "Occupant" shall mean any person whom an Owner agrees may occupy his or her Unit so as to exclude the Owner from the right of occupancy during part or all of the period of such tenancy, whether or not a written occupancy agreement is executed, and whether or not the Occupant pays the Owner consideration for the right to use the Unit. There may be more than one Occupant occupying the Unit at one time.


Section 12. "Guest" means a person whom an Owner or an Occupant permits to occupy a Unit while the Owner or Occupant also has the right to occupy the Unit, whether or not the Owner or Occupant actually occupies the Unit during all of the period of the Guest's occupancy.


ARTICLE III


MEETING OF MEMBERS


Section 1. Annual Meeting. The annual of the members shall be held on the first Saturday in February of each year, or at such other time and date within thirty days before or after such date as may be fixed by or under the authority of the Board of Directors. If the day fixed for the annual meeting of the Members is a legal holiday, the meeting shall be held on first day following which is not a legal holiday. The purpose of each annual meeting of the Members shall be for the election of Directors and the transaction of such other business as may come before the meeting.


Section 2. Special Meetings. Special meetings of the Members may be called at any time by the Board of Directors or by the President, or upon written request of Members having at least one-third (1/3) of the votes of the Association.


Section 3. Place of Meetings. Meetings of the Members shall be held at the principal office of the Association or at such other suitable place as may be designated by the Board of Directors.


Section 4. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or other person authorized to call the meeting, by delivering written notice, either personally or by mail, or by facsimile, at least ten (10) but not more than sixty (60) days before such meeting to each voting Member entitled to


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vote thereat, last appearing on the books of the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.


Section 5. Quorum. The presence at the meeting of Members, either in person or by proxy, of Members having forty percent (40%) of the votes of the Association, or such larger percentage as is required by law, shall constitute a quorum for any action except as otherwise provided in the Declaration, the Articles of Incorporation or these By-Laws. If a quorum is present, the affirmative vote of the Majority of Members on each issue shall be the act of the Members with respect to such issue unless the vote of a greater number is required by law, the Declaration, the Articles of Incorporation or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.


Section 6. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, signed by the Member or his duly appointed attorney in fact, and filed with the Association's secretary. Every proxy shall be effective for a maximum period of one hundred eighty (180) days (unless granted to a Mortgagee), shall be revocable by written notice filed with the Secretary or by oral notice given to the presiding officer during the meeting of the Members, and shall automatically cease upon conveyance by the Member of his Unit.


Section 7. Majority of Members. As used in these By-Laws, the term "Majority of Members" shall mean those Members having more than fifty percent (50%) of the votes of all Members present in person or by proxy and voting on any matter at any meeting of the Members.


Section 8. Declarant's Control. Except as provided in Article IV, Section 1, below, Declarant, or a person authorized by it, may appoint and remove the officers and directors of the Association and exercise all powers and responsibilities of the Association and its Members, Board of Directors and officers, provided, however, that such control shall cease on the earlier of ten (10) years from the date the Declaration is recorded with the Register of Deeds for Sauk County, Wisconsin, or thirty (30) days after Declarant has conveyed seventy-five percent (75%) of the interest in the Common Elements to purchasers. In computing whether such conveyance has occurred, all assumptions set forth in the Declaration shall be used.


Section 9. Rights of Declarant Prior to Transfer. Notwithstanding any provisions of the Declaration to the contrary, Declarant may use the Common Areas and any unsold Units on the Property as may facilitate the construction, completion and sale of all Units, until the earlier of (a) ten (10) years from the date the Declaration is recorded with the Register of Deeds for Sauk County, Wisconsin, or (b) the Declarant has constructed all expansion Units and has sold all Units which it has owned, whether in the original or expansion portion of the Condominium. Such use of the Common Areas may include (but not be limited to) gaining


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access to construction sites, engaging in construction, maintaining a sales office, showing units and maintaining signs.


Section 10. Waiver of Notice by Members. Whenever any notice whatsoever is required to be given to any Member, a waiver thereof in writing, signed at any time, whether before or after the time of the meeting, by the Member entitled to such notice, shall be deemed equivalent to the giving of such notice.


ARTICLE IV


BOARD OF DIRECTORS SELECTION --
TERM OF OFFICE


Section 1. Number and Selection. The affairs of the Association shall be managed by a Board of three (3) Directors, or such other number as the Board may determine, all but one of whom shall be a Member of the Association, an officer or director of a Member that is a corporation, a partner of a Member that is a partnership (or limited liability partnership) or a member of a Member that is a limited liability company. Prior to the conveyance by the Declarant of twenty-five percent (25%) of the interest in all the Common Elements by Declarant to purchasers, the Association shall hold a meeting of the Members other than Declarant and shall elect at least twenty-five percent (25%) of the Directors; prior to the conveyance by the Declarant of fifty percent (50%) of the interest in all the Common Elements to the purchasers, the Association shall hold a meeting of the Members other than Declarant and shall elect at least thirty-three and one-third percent (33 1/3%) of the Directors. No later than forty-five (45) days after the expiration of any period of Declarant control, the Association shall hold a meeting, and the Members shall elect all members of the Board, who shall take office upon election.


Section 2. Election and Term of Office. Each Director shall hold office until the next annual meeting of Members and until the Director's successor shall have been elected, or until the Director's prior death, resignation or removal, except as set forth in Section 1 above. In the event of death or resignation, the Director's successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Members of the Board shall cease to be Directors when they cease to be Members of the Association. Directors need not be residents of the State of Wisconsin.


Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a Majority of the Members of the Association, taken at a meeting of the Members called for that purpose. In the event of removal, the Director's successor shall be elected by a majority of the Members and shall serve for the unexpired term of his predecessor.

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