BI-LAWS OF NOBLE SQUARE COOPERATIVE

Article I. Name and Location of Corporation

Article II. Purpose

Article III. Membership

Section 3.01 Eligibility

Section 3.02 Application for Membership

Section 3.03 Members, Authorized Memberships and Occupancy Agreements

Section 3.04 Membership Certificates

Section 3.05 Lost Certificates

Section 3.06 Lien

Section 3.07 Transfer of Membership

(a) Death of a Member

(b) Option of Corporation to Purchase

(d) Transfer Value

Section 3.08 Termination of Membership for Cause

Section 3.09 Sales Price

Article IV. Meeting of Members

Section 4.01 Place of Meetings

Section 4.02 Annual Meetings

Section 4.03 Special Meetings

Section 4.04 Notice of Meetings

Section 4.05 Quorum

Section 4.06 Adjourned Meetings

Section 4.07 Voting

Section 4.08 Proxies

Section 4.09 Order of Business

Article V. Directors

Section 5.01 Number and Qualifications

Section 5.02 Powers and Duties

Section 5.03 Election and Term of Office

Section 5.04 Vacancies

Section 5.05 Removal of Directors

Section 5.06 Compensation

Section 5.07 Organization Meeting

Section 5.08 Regular Meetings

Section 5.09 Special Meetings

Section 5.10 Waiver of Notice

Section 5.11 Quorum

Section 5.12 Fidelity Bonds

Article VI. Officers

Section 6.01 Designation

Section 6.02 Election of Officers

Section 6.03 Removal of Officers

Section 6.04 President

Section 6.05 Vice President

Section 6.06 Secretary

Section 6.07 Treasurer

Article VII. Amendments

Article VIII. Corporate Seal

Article IX. Fiscal Management

Section 9.01 Fiscal Year

Section 9.02 Book and Accounts

Section 9.03 Auditing

Section 9.04 Inspection of Books

Section 9.05 Execution of Corporate Documents

Section 9.06 Association with Other Co-operatives

Article I. Name and Location of Corporation

Section 1.01 The name of this Corporation is Noble Square Cooperative. Its principal office is located in the City of Chicago, Cook County, Illinois.

Article II. Purpose

Section 2.01 The purpose of this Corporation is to provide its members with housing and community facilities, if any, on a non-profit basis consonant with the provisions set forth in its Articles of Incorporation.

Article III. Membership

Section 3.01 Eligibility. Any natural person approved by the Board of Directors shall be eligible for membership, provided that he or she executes an Occupancy Agreement in the usual form employed by the Corporation covering a specific unit in a particular mortgage area of the housing complex.

Section 3.02 Application for Membership. Application for membership shall be presented in person on a form prescribed by the Board of Directors, and such applications shall be acted upon promptly by The Board of Directors.

Section 3.03 Members, Authorized Members and Occupancy Agreements.

(a) The members shall consist of the individuals comprising the first Board of Directors, as identified in the Articles of Incorporation, or their successors and such subscribers as have been approved for membership by the Board of Directors and who have paid for their membership and received membership certificates. The status of the Directors named in the Articles of Incorporation (or their successors elected by them) as members shall terminate at the first annual membership meeting, unless they have executed Subscription Agreements and, where required by the Corporation, Occupancy Agreements.

(b) The authorized membership of the Corporation shall consist of 481 memberships, all of one class, with a par value of $100.00 each.

(c) The Corporation will offer Occupancy Agreements on the dwellings in the housing complex which Occupancy Agreements shall all be of one class. The down payment under an Occupancy Agreement (which down payment is hereinafter sometimes referred to as "Value of Occupancy Agreement") shall be in the amount established by the Corporation and approved by the Board of Directors to be paid by the first occupant of the unit involved as shown on the books of the Corporation.

Section 3.04 Membership Certificates. Each membership certificate shall state that the Corporation is organized under the laws of the State of Illinois, the name of the registered holder of the membership represented thereby, the Corporation lien rights as against such membership as set forth in this Article, and the preferences and restrictions applicable thereto, and shall be in such form as shall be approved by the Board of Directors. Membership certificates shall be consecutively numbered, bound in one or more books, and shall be issued there from upon certification as to full payment. Every membership certificate shall be signed by the President or Vice President, and the Secretary or Assistant Secretary, and shall be sealed with the corporate seal.

Section 3.05 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation and alleged to have been destroyed or lost, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the registered owner of such lost or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and to give the Corporation a bond in such sum as the Board of Directors may require as indemnity against any claim that may be made against the Corporation.

Section 3.06 Lien. The Corporation shall have a lien on the outstanding regular memberships in order to secure payment of any sums which shall he due or become due from the holders thereof for any reason whatsoever, including any sums due under any occupancy agreements.

Section 3.07 Transfer of Membership. Except as provided herein, membership shall not be transferable and, in any event, no transfer of membership shall be made upon the books of the Corporation within ten (10) days next preceding the annual meeting of the members. ln all transfers of memberships, the Corporation shall be entitled to a fee it deems appropriate to compensate it for the processing of the transfer.

(a) Death of Member. If, upon death of a members, his/her membership in the Corporation passes by will or intestate distribution to a member of his/her immediate family, such legatee or distribute may, by assuming in writing the terms of the Subscription Agreement and Occupancy Agreement, within sixty (60) days after member's death, and paying all amounts due there under, become a member of the Corporation. If member dies and an obligation is not assumed in accordance with the foregoing, then the Corporation shall have an option to purchase the membership from the deceased member's estate in the manner provided in paragraph (b) of this section, written notice of the death being equivalent to notice of intention to withdraw. If the Corporation does not exercise such option, the provisions of paragraph (c) of this Section shall be applicable, the references to "Member" therein to be construed as references to the legal representative of the deceased member.

(b) Option of Corporation to Purchase. If the member desires to leave the complex, he/she shall notify the Corporation in writing of such intension and the Corporation shall have an option for a period of thirty (30) days commencing the first day of the month following its receipt of such notice, but not the obligation, to purchase the membership, together with all of the member's right. with respect to the dwelling unit, at an amount to be determined by the Corporation as representing the transfer value thereof, less any amounts due by the member to the Corporation under the Occupancy Agreement and less the cost or estimated cost of all deferred maintenance, including painting, redecorating, floor finishing, and such repairs and replacement as are deemed necessary by the Corporation to place the dwelling unit in suitable condition for another occupant. The purchase by the Corporation of the membership will immediately terminate the member’s rights and the member shall forthwith vacate the premises.

(c) Procedure Where Corporation Does Not Exercise Option. If the Corporation waives in writing its rights to purchase the membership under the foregoing option, or if the Corporation fails to exercise such option within the thirty (30) day period, the member may sell his/her membership to any person who has been duly approved by the Corporation shall be entitled to charge the member a fee it deems reasonable for this service. When the transferee has been approved for membership and has executed the prescribed Occupancy Agreement, the retiring member shall be released of his obligation under his Occupancy Agreement, provided he/she has paid all amounts due the Corporation to date.

(d) Transfer Value. Whenever the Board of Directors elects to purchase a membership, the term "transfer value" shall mean the sum of the following:

1) The consideration (i.e., down payment) paid for the membership by the first occupant of the unit involved as shown on the books of the Corporation; plus

2) The Value of Occupancy Agreement; plus

3) The Value, as determined by the Directors, of any improvements installed at the expense of the member with prior approval of the Directors, under a valuation formula which does not provide for reimbursement in an amount in excess of the typical initial cost of the improvements; plus

4) The amount computed in accordance with the following table of increases applicable to the membership and to the Occupancy Agreement appurtenant to such membership. Such increase is shown for each full year commencing after the Corporation has made its first principal payment on the applicable section mortgage as follows:

1 BEDROOM APTS

1 BDR Tower Floor 1-5 None $146 $219

1 BDR Tower Floor 6-10 None $149 $223

1 BDR Tower Floor 11-15 None $152 $228

1 BDR Tower Floor 16-20 None $155 $232

1 BDR Tower Floor 21-25 None $158 $237

1 BDR Tower Floor 26-27 None $161 $241

2 BEDROOM APTS

2 BDR Tower Floor 1-5 None $184 $276

2 BDR Tower Floor 6-10 None $187 $280

2 BDR Tower Floor 11-15 None $190 $285

2 BDR Tower Floor 16-20 None $193 $289

2 BDR Tower Floor 21-25 None $196 $294

2 BDR Tower Floor 26-27 None $199 $298

TOWNHOUSES

3 BDR Terrace None $221 $331

3 BDR Ranch None $224 $336

3 BDR Garden None $227 $340

*THIS TABLE WILL EXPIRE IN THE YEAR 2010*

Section 3.08 Termination of Membership for Cause. In the event the Corporation has terminated the rights of a member under the Occupancy Agreement the member shall be required to deliver promptly to the Corporation his membership certificate and his Occupancy Agreement, both endorsed in such manner as may be required by the Corporation. The Corporation shall thereupon at its election either (1) repurchase said membership at its transfer value (as hereinabove defined) or the amount the retiring member originally paid for the acquisition of his/her membership certificate, whichever is the lesser, or (2) proceed with reasonable diligence to affect a sale of the membership to a purchaser, and at a sales price acceptable to the Corporation. The retiring member shall he entitled to receive the amount so determined. Less the following amounts (the determination of such amounts by the Corporation to be conclusive):

(a) any amounts due to the Corporation from the member under the Occupancy Agreement;

(b) the cost or estimated cost of all deferred maintenance, including painting, redecorating, floor finishing and such repairs and replacements as are deemed necessary by the Corporation to place the dwelling unit in suitable condition for another occupant; and legal and other expenses incurred by the Corporation in connection with the default of such member and the resale of his membership. ln the event the retiring member for any reason should fail for a period of ten (10) days after demand to deliver to the Corporation his/her endorsed membership certificate, said membership certificate shall forthwith he deemed to be cancelled and may be reissued by the Corporation to a new purchaser.

Section 3.09 Sales Price. Memberships may be sold by the Corporation or the member only to a person approved by the Board of Directors, and the sales price shall not exceed the transfer value as provided in this Article, except that in sales effected by the Corporation a reasonable service charge may be charged by the Corporation. Where the sale is accomplished by a member, a certificate in form approved by the Board of Directors as to the price paid shall be executed by the seller and purchaser and delivered to the Corporation.

Article IV. Meeting of Members

Section 4.01 Place of Meetings. Meetings of the Membership shall be held at the principal office or place of business of the Corporation or at such other suitable place convenient to the membership as may be designated by the Board of Directors.

Section 4.02 Annual Meetings. The first annual meeting of the Corporation shall be held within sixty (60) days after the requisition of the Corporation by the Corporation (or such later date as may be established by resolution of the Board of Directors of the Corporation). Thereafter, the annual meeting of the Corporation shall be held on the FIRST TUESDAY of MARCH of each succeeding year. At such meeting, there shall be elected by ballot of the members a Board of Directors in accordance with the requirements of Section 3 of Article V of these By-Laws. The members may also transact such other business of the Corporation as may properly come before them.

Section 4.03 Special Meetings. It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon petition signed by fifteen (15) percent of the members having been presented to the secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four – fifths (4/5ths) of the members present, either in person or by proxy.

Section 4.04 Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it will be held, to each member of record, at his/her address as it appears on the membership book of the Corporation, of it no such address appears, at his/her last known place of address, at least ten (10) but not more than sixty (60) days prior to such meeting. Service may also be accomplished by the delivery of any such notice to the member at his/her dwelling unit or last known address. Notice by either such method shall be considered as notice served.

Section 4.05 Quorum. The presence, either in person or by proxy, of at least fifteen (15) percent of the members of record of the Corporation shall requisite for, and shall constitute a quorum for the transaction of business. If the number of members at a meeting drops below the quorum and the question of quorum is raised, no business may thereafter be transacted.

Section 4.06 Adjourned Meetings. If any meeting of members cannot be organized because a quorum has not attended, or a meeting has been ended because the number of members at said meeting has dropped below the quorum, the members who are present, either in person or by proxy may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called, at which subsequent meeting the quorum requirement shall be ten (10) percent.

Section 4.07 Voting. At every meeting of the regular members, each member present, either in person or by proxy, shall have the right to cast one vote on each question and never more than one vote. The vote of the majority of those present, in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provisions of statute or Articles of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control. No member shall be eligible to vote, or be elected to the Board of Directors who is shown on the books or management accounts of the Corporation to be more than thirty (30) days delinquent in payments due the Corporation under his Occupancy Agreement.

Section 4.08 Proxies. A member may appoint as his/her proxy only a member of his/her immediate family (as defined by the Board of Directors) except that an unmarried member may appoint any other member as his/her proxy. In no case may a member cast more than one vote by proxy in addition to his/her own vote. Any proxy must be filed with the Secretary before the appointed time of each meeting.

Section 4.09 Order of Business. The order of business at all regularly scheduled meetings of the regular members shall be as follows:

(a) Roll Call

(b) Proof of notice of meeting or waiver of notice

(d) Reports of officers

(e) Reports of committees

(f) Reports of manager or managing agent

(g) Election of inspectors of election

(h) Election of directors

(i) Unfinished business

(j) New business

In the case of special meetings, items (a) through (d) shall be applicable and therefore the agenda shall consist of the items specified in the notice of the meeting.

Article V. Directors

Section 5.01 Number and Qualifications. The affairs of the Corporation shall be governed by a Board of Directors composed of five (5) persons, all of whom shall be members of the Corporation.

Section 5.02 Powers and Duties. The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Corporation and may do such acts and things as are not by law or by these By-Laws directed to be exercised and done by the members. The powers of the Board of Directors shall include but not be limited to:

(a) To accept or reject all applications for membership and admission to occupancy of a dwelling unit in the cooperative housing complex, either directly or through an authorized representative.

(b) To establish monthly carrying charges as provided for in the Occupancy Agreement, based on an operating budget formally adopted by such Board.

(d) To terminate membership and occupancy rights for cause.

(e) To promulgate such rules and regulations pertaining to use and occupancy for the premises as may be deemed proper and which are consistent with these By-Laws and the Articles of Incorporation.

(f) To prescribe additional monthly carrying charges to be paid by eligible individual members and families whose incomes exceed the limitations for continuing occupancy established from time to time by the Administration until the year 2010 or, at the Board's option, to terminate the membership and occupancy of such individual members or families.

Section 5.03 Election and Term of Officers. The term of the Directors named in the Articles of Incorporation: At the first annual meeting of the members the term of office of two Directors shall be fixed for three (3) years, The term of office of two Directors shall be fixed at two (2) years, and the term of office of one Director shall be fixed at one (1) year. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve a term of three (3) years. The Directors shall hold office until their successors have been elected and hold their first meeting.

Section 5.04 Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected by the members at the next annual meeting to serve out the unexpired portion of the term.

Section 5.05 Removal of Directors. At any regular or special meeting duly called, any Director elected by the members may be removed with or without cause by the affirmative vote of the majority of the entire membership of record and a successor may be then and there elected to fill the vacancy thus created. Any Director whose removal has been proposed by the member shall be given an opportunity to be heard at the meeting. The term of any Director who becomes more than thirty (30) days delinquent in payment of his carrying charges shall be automatically terminated and the remaining Directors shall appoint his successor as provided in Section 4, above.

Section 5.06 Compensation. No compensation shall be paid to Directors for their services as Director. No remuneration shall be paid to a Director for services performed by him/her for the Corporation in any other capacity, unless a resolution authorizing such remuneration shall be unanimously adopted by the Board of Directors before the services are undertaken. A Director may not be an employee of the Corporation.

Section 5.07 Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 5.08 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least four such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail telephone or electronic mail, at least three (3) days prior to the day named for such meeting.

Section 5.09 Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days’ notice to each Director, given personally or by mail, or telephone or electronic mail which notice shall state the time, place (as herein provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least three (3) Directors.

Section 5.10 Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver notice by him/her of the time and place thereof, if transacted at such meeting. Where all of the Directors unanimously approve and sign a corporate resolution or authorization (which is to be included in the minute book). This shall be recognized as proper corporate action taken at a duly authorized meeting, without proceeding under the provision hereof that would otherwise be applicable for calling and holding Directors meetings.

Section 5.11 Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and acts of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any, meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Section 5.12 Fidelity Bonds. The Board of Directors shall require that all officers and employees of the Corporation handling or responsible for corporate or trust funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Corporation.

Article VI. Officers

Section 6.01 Designation. The principal officers of the Corporation shall be a President one or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be elected by and from amongst the Board of Directors. The Directors may appoint assistant treasurers and assistant secretaries, and such other officers as in their judgment may be necessary.

Section 6.02 Election of Officers. The officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting of each new board and shall hold office at the pleasure of the Board.

Section 6.03 Removal of Officers. Upon an affirmative vote of the majority of the members, the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

Section 6.04 President. The President shall be the chief executive officer of the Corporation. He/She shall preside at all meetings of the members and of the Board of Directors. He/She shall have all the general powers and duties which are usually vested in the office of president of a Corporation, including but not limited to the power to appoint committees from among the membership from time to time as he/she may in his/her discretion decide is appropriate to assist in the conduct of the affairs of the Corporation.

Section 6.05 Vice President. The Vice President, shall take the place of the President and perform his/her duties whenever the President shall be absent or unable to act. If neither the President or Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him/her by the Board of Directors.

Section 6.06 Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Corporation; he/she shall have the custody of the seal of the corporation; he/she shall have charge of the membership transfer books and of other such books and papers as the Board of Directors may direct; and he/she shall, in general, perform all duties incident to the office of secretary.

Section 6.07 Treasurer. The Treasurer shall have responsibility for corporate funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. He/She shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors.

Article VII. Amendments

Article VIII. Corporate Seal

Article IX. Fiscal Management