JULY 13, 1994

PRINTER-FRIENDLY VERSION

          (a)  To Manage, etc.  To manage, maintain, repair and replace the Common Area, and appurtenant easements, improvements and other property of every kind and nature whatsoever, real, personal or mixed, located upon the Common Area or used or held for use in connection with the business or operation of the Corporation for the benefit and use of the members of the Corporation subject to such restraints or suspensions of use and voting rights of members as are provided herein, in the By-laws and in the Declaration.

          (b)  To Make Assessments.  To fix, levy and collect Assessments and to enforce payment thereof by all lawful means.

          (c)  To Promulgate Rules.  To promulgate such rules and regulations and perform such deeds as are deemed necessary to achieve the aforesaid purposes.

          (d)  To Insure.  To secure from insurers licensed and approved in the State of Indiana, appropriate fire/property damage coverage, comprehensive general liability coverage and such other forms of insurance as may be deemed necessary or appropriate.

          (e)  To Secure Services.  To secure professional managerial services by employing a professional manager, contracting with a professional management service or entity, or otherwise, which services may include administrative, managerial, bookkeeping, legal, architectural, engineering, maintenance, repair, construction and other services.

          (f)  To Acquire and Dispose of Property.  To acquire by give, purchase or other means, to own, hold, enjoy, lease, operate, maintain, convey, sell, transfer, mortgage or otherwise encumber or dedicate for public use, real or personal property in connection with the business of the Corporation subject to the provisions of the Declaration.

          (g)  To Borrow.  To borrow money and, subject to the provisions of the Declaration, to give, as security therefor, a mortgage or other security interest in any or all real or personal property owned by the Corporation, or a pledge of monies to be received pursuant to the provisions of the Declaration or any Supplemental Declaration, and to assign and pledge its right to make Assessments and its rights to claim a lien therefor.

          (h)  To Appoint a Fiscal Agent.  To appoint any Person as its fiscal agent to collect all Assessments and charges levied by the Corporation and to enforce the Corporation's liens for unpaid Assessments and charges or any other lien held by the Corporation.

          (i)  To Make Contracts.  To enter into, perform, cancel and rescind all kinds of contractual obligations, including the guarantee of the obligations and performance of others.

          (j)  To Act With Others.  To perform any act which the Corporation acting alone has the power and capacity to perform by acting as a partner or otherwise in association with any Person or Persons, whether legally constituted or informally organized.

          (k)  To Pay.  To pay all Operating Expenses, including all licenses, taxes or governmental charges levied or imposed against the property.

          (l)  To Merge.  To participate in mergers and consolidations with other nonprofit corporations organized for the same purpose or annex additional real estate as provided in the Declaration.

          (m)  To Otherwise Act.  To have and to exercise any and all powers, rights and privileges which a corporation organized under the Act may now or hereafter have or exercise.

          (a)  Earnings.  No member of the Corporation shall have or receive any earnings from the Corporation, except a member who is an employee of the Corporation, in which event he may receive fair and reasonable compensation for his services as an employee; and a member may also receive payments of principal and interest at a rate not exceeding that from time to time permitted by the Act on funds loaned or advanced by him to the Corporation.

          (b)  Loans to Directors.  The Corporation shall make no advancements for services to be performed in the future, nor any loan of money or property to any director or officer of the Corporation.

          (c)  Dissolution.  In the event of dissolution of the Corporation, all assets remaining after payment of all debts of the Corporation, including advances and loans of members of the Corporation, and, if so authorized by the Board of Directors, distribution to members of the Corporation of such amounts as may be authorized by the Act, shall be dedicated by the Board of Directors to an appropriate public agency to be used for purposes similar to those for which this corporation was organized. In the event such dedication is refused acceptance, such assets shall be transferred by the Board of Directors to the State of Indiana or any instrumentality or subdivision thereof exclusively for public purposes, or to any nonprofit corporation whose purposes are substantially the same as those of the Corporation and which, at the time of transfer, is exempt from Federal taxation under Sections 501(c)(3), 501(c)(4) or 528 of the Code of the corresponding provisions of any future United States Internal Revenue Law. Any such assets not so dedicated or transferred by the Board of Directors shall be disposed of in accordance with the Act. No member, director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the assets of the Corporation on dissolution of the Corporation, except as otherwise provided in these Articles or in the Act.

          (d)  Prohibited Activities.

          (i)  No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or to any private individual;

          (ii)  No substantial part of the activities of the Corporation shall be devoted to attempting to influence legislation by propaganda or otherwise within the meaning of the prospective provisions of the Code;

          (iii)  The Corporation shall not directly or indirectly participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of, or in opposition to, any candidate for public office;

          (iv)  Notwithstanding any other provision of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt from Federal taxation under Section 528 of the Code and Regulations issued pursuant thereto, as amended, or the corresponding provisions of any future United States internal revenue law, if the effect thereof is to subject the gross income of the Corporation to federal income taxation at rates established for corporations engaged in business for profit unless the purposes of the Corporation set forth in Section 2.01 of these Articles cannot otherwise be achieved.

          (a)  Class A.  Every Person who is an Owner shall be a Class A member of the Corporation. Class A membership shall be appurtenant to and may not be separated from the ownership of a Lot.

          (b)  Class B.  The Declarant shall be a Class B member. No other Person, except a successor to substantially all of the interest of the Declarant in the Development Area, shall hold a Class B membership in the Corporation.

          (a)  Class A Members.  Each Lot shall have appurtenant thereto one (1) vote which may be cast by the Owners thereof who are present in Person or proxy pursuant to the voting procedures established in the By-Laws.

          (b)  Class B Members.  The Class B member, if present, in Person or by proxy, shall be entitled to three (3) votes for each Lot owned by the Class B member.

          (c)  Casting of Votes.  Members who are not natural persons shall designate by written notice to the Secretary of the Corporation the name of an individual who is authorized to exercise the right of such Member to vote. The name of such individual shall be kept on the records of the Corporation and may be changed only by written notice to the Secretary.

          (d)  Tabulation of Votes.  In any matter upon which a vote of the Members is required or allowed, the votes of Class A members and the Class B member shall be totaled and considered as though there were a single class of membership.

          (a)  Class A Members.  Membership in the Corporation shall lapse and terminate when a Class A member ceases to be an Owner.

          (b)  Class B Member.  The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (i) when the total number of votes outstanding in the Class A membership is equal to the total number of votes outstanding in the Class B membership; or, (ii) December 31, 1998.

Richard H. Crosser
9202 N. Meridian St., Suite 300
Indianapolis, IN 46260

John B. Scheumann
9202 N. Meridian St., Suite 300
Indianapolis, IN 46260

Charles Scheumann
9202 N. Meridian St., Suite 300
Indianapolis, IN 46260

          (a)  "Act" means The Indiana General Nonprofit Corporation Act of 1991, as amended from time to time.

          (b)  "Applicable Date" means the date the Class B membership terminates as specified in Section 5.03(b) of these Articles.

          (c)  "Articles" means the Articles of Incorporation of the Corporation, as amended from time to time.

          (d)  "Assessment" means all sums lawfully assessed against the Members by the Corporation or as declared by the Declaration, any Supplementary Declaration, the Articles or the By-Laws.

          (e)  "Board of Directors" means the governing body of the Corporation.

          (f)  "By-Laws" means the Code of By-Laws of the Corporation, as amended from time to time.

          (g)  "Corporation" means Wildwood Estates Homeowners Corporation, Inc., an Indiana nonprofit corporation.

          (h)  "Declaration" means the Declaration of Covenants, Conditions and Restrictions of Wildwood Estates, which was recorded in the office of the Recorder of Hamilton County, Indiana, on November 22, 1993, as Instrument Number 9357814.

          (i)  "Development Area" means the real estate described in Exhibit A to the Declaration.

          (j)  "Declarant" means Crossman Communities Partnership, an Indiana general partnership, its successors and assigns to its interest in the Development Area other than Owners purchasing Lots or Residences by deed from Declarant (unless the conveyance indicates an intent that the grantee assume the rights and obligations of Declarant).

          (k)  "Initial Board" means those individuals appointed by Declarant as Directors pursuant to the power granted to Declarant in Section 9.04 of these Articles.

          (l)  "Lot" means a platted lot as shown on a Plat.

          (m)  "Member" means a Class A or Class B member of the Corporation and "Members" means Class A and Class B members of the Corporation.

          (n)  "Operating Expenses" means expenses of administration of the Corporation and expenses for the upkeep, maintenance, repair and replacement of the Community Area and other Property.

          (o)  "Owner" means a Person, including Declarant, who at the time has or is acquiring any interest in a Lot except a Person who has or is acquiring such an interest merely as security for the performance of an obligation.

          (p)  "Person" means an individual, firm, corporation, partnership, association, joint venture, trust or other legal entity, or any combination thereof.

          (q)  "Plat" means a final secondary plat of a Part of the Development Area recorded in the Office of the Recorder of Hamilton County, Indiana.

          (r)  "Residence" means any structure intended exclusively for occupancy by a single family together with all appurtenances thereto, including private garage and outbuildings and recreational facilities usual and incidental to the use of a single family residential lot.

          (s)  "Supplemental Declaration" means any supplemental declaration of covenants, conditions or restrictions that may be recorded after the Declaration.