Loading...
Central ParkDECLARATION OF COVENANTS~ CONDITIONS~ AND RESTRICTIONS FOR CENTRAL PARK J. ROBERT ADAMS & Co., INC. FILED & RECOEDED FAYETTE COUNTY, GA. '95 JUL 1~_ PFI ~ 79 W.A. BALLARg, OLERK Recorded Fayette County Records Plat Book 26 Page 98 -1- Article Section II. 1. Property Hereby Subjected to this Deciaration 2. Other Properly 6 6 6 III. 1. Membe~hip 2. Voting IV. 1. Purpose of Assessment 2. Creation of the Uen and Personal Obligation for Assessmems 3. Computation of Budget 4. Special Assessments 5. Lien for Assessments 6. Effect of Nonpayment of Assessments: Remedies of the Association 7. Date of Commencement of Assessments 6. Reserved 9. Specific Assessments 1. Association's Responsibility 2. Owner's Responsibility 3. Party Walls 9 9 9 10 VI. Usa RaSm~,~Ns AN~ RULES 1. General 2. ReskJential Use 3. Signs 4. Parking and Garages 5. Leasing 6. Occupants Bound 10 10 10 11 11 11 11 7. Animals and Pets 8. Nuisance 9. Unsightly or Unkempt Conditions 10. Architectural Standards 11. Antennas 12. Clotheslines, Garbage Cans, Woodpiles, Etc. 13. Subdivision of Unit 14. Local Ordinances BOOK 11 11 12 12 12 12 12 12 VII. INSUnANC~ ~ CASU~.~ Losses 1. Insurance for Common Property 2. Individual Insurance 3. Damage and Destruction 4. Damage and Destruction - Insured by Owners 13 13 14 14 15 15 IX. ANNaXA~X)N C~ Arx=mON~ P~=~=em'Y 1. Annexation W"dhout Approval of Membership 2. Annexation W'dh Approval of Membership 15 15 15 ~ee P,ows~=Ns 1. Notices of Action 2. Special FHLMC Provision 3. No Priority 4. Notice to Association 5. Amendments by Board 6. VA/HUD Approval 7. Applicability of This Article 8. Failure of Mortgagee to Respond 16 16 16 17 17 17 17 17 17 XI. EASEMENTS 1. Easements for Encroachment and Overhang 2. Easements for Use and Enjoyment 3. Easements for Utilities 4. Easement for Entry 5. Easements to Serve Additional Property 17 17 18 18 19 19 XII. Gexe~u, Pm:MmONS 1. Enforcement 2. Self-Help 3. Duration 4. Amendment 5. Partition 6. Gender and Grammar 7. Severability 8. Captions 9. Resewed 10. Conveyances of Common Property 11. Perpetuities 12. Indemnification 13. Construction and Sale Period 14. Contracts Executed During Declarant Control 15. Books and Records 16. Financial Review 17. Notice of Sale or Lease 18. Vadances 19. Security 19 19 19 19 20 2O 20 2O 2O 2O 21 21 21 21 21 22 22 22 22 22 DEcI. N~nO~ oF COVE~, CO, DmO~$, ~o REST~CTtO~$ FoR THIS DECLARATION is made on the date hereinafter set forth by J. Robert Adams & Co., Inc., a Georgia corporation (hereinafter sometimes called 'Declarant"); WlTNESSETH WHEREAS, Declarant is the owner of the real property described in Article II, Section 1, of this Declaration; and WHEREAS, Declarant desires to subject the real property described in Article II, Section 1, hereof to the provisions of this Declaration to create a residential community of single-family housing and to provide for the subjecting of other real property to the provisions of this Declaration; NOW, THEREFORE, Declarant hereby declares that the real property described in Article II, Section 1, of this Declaration, including the improvements constructed or to be constructed thereon, is hereby subjected to the provisions of this Declaration and shall be held, sold, transferred, conveyed, used, occupied, and mortgaged or otherwise encumbered subject to the covenants, conditions, restrictions, easements, assessments, and liens, hereinafter set forth, which are for the purpose of protecting the value and desirability of, and which shall run with the title to, the mai property hereby or hereafter made subject hereto, and shall be binding on all persons having any right, title, or interest in all or any portion of the real property now or hereafter mede subject hereto, their respective heirs, 16gal representatives, successors, successors-in-title, and assigns and shall inure to the beneffi of each and ever~ owner of all or any portion thereof. Article I Definitions Unless the context shall prohibit, certain words used in this Declaration shall have the definitional meaning set forth in Exhibit "A", attached hereto and by reference made a part hereof. Article II Pmoertv Subiect To This Declaration Section 1. property Hereby Subiectsd To This Declaration. The real property which is, by the recording of this Declaration, subject to the covenants and restrictions hereafter set forth and which, by virtue of the recording of this Declaration, shall be held, transferred, sold, conveyed, used, occupied, and mortgaged or othen~se encumbered subject to this Declaration is the real properly described in Exhibit 'B', attached hereto and by reference mede a pad hereof. Saction 2. Other Prooertv. Only the real property described in Section I of this Article II is hereby made subject to this Declaration; provided, however, by one or more Supplementary Declarations, Declarant and the Association have the right, but not the obligation, to subject other real property to this Declaration, as hereinafter provided. Article III ~L~,~Ciation Membership) and Votino Riohts Section 1. ~. The Declarant and every person who is the record owner of a fee or undivided fee interest in any Unit that is subject to the Declaration shall be deemed to have a membership in the Association. The foregoing is not intended to include Persons who hold an interest merely as security for the perl'ormance of an obligation, and the giving of a security interest shall not terminate the O~meCs membemhip. No Owner, whether one or more Persons, shall have more than one (1) membership per Unit. In the event of multiple Owners of a Unit, votes and rights of uso and enjoyment shall be as provided in this Declaration and in the By-Laws. Membership shall be appurtenant to and may not be soperated from ownership of any Unit. The rights and privileges of membemhip, including the right to vote and to hold office, may be exercised by a Member or the Member's spouse, but in no event shall more than one (1) vote be cast nor one (1) office held for each Unit owned. Section 2. V~ino. Members, including the Declarant, shall be entitled to one (1) vote for each Unit owned. When more than one Person holds an ownership interest in any Unit, the vote for such Unit shall be exercised as those Owners themselves determine and advise the Secretary prior to any meeting. In the absence of such advice, the Unit's vote shall be suspended in the event more than one Person seeks to exercise it. Article IV Assessments Section 1. pvrooso of Assessment. The assessments provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benef'~, and enjoyment of the Owners and occupants of Units, including the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors. Section 2. Creati<)n Qf l~he Lien and Personal Oblioation for ASsessments. Each Owner of any Unit, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, covenants and agrees to pay to the Association: (a) annual assessments or charges; (b) special assessments, such assessment to be established and collected as hereinafter provided; and (c) specific assessments against any particular Unit which ara established pursuant to the terms of this Declaration, including, but not limited to, reasonable fines as may be imposed in accordance with the terms of this Declaration. All such assessments, together with late charges, interest (not to exceed the maximum legal rate), costs, and reasonable attomey's fees actually incurred, shall be a charge on the land and shall be a continuing lien upon the Unit against which each assessment is made. Each such assessment, together with late charges, interest, costs, and reasonable attomey's fees actually incurred, shall also be the personal obligation of the person who was the Owner of such Unit at the time the assessment fell due. Each Owner shall be personelly liable for his or her portion of each assessment coming clue while he or she is the Owner of a Unit, and his or her orantee shall be jointly and severally liable for such portion thereof es may be clue and payable at the time of conveyance; pmvlled, however, the liability of a orantee for the unpaid assessments of its omntor shall not apply to any tim Mortoage holler taking title through foreclosure proceedings or deed in lieu of foreclosure. The Association shall, within f'we (5) days after receiving a written request and for a reasonable charge, furnish a certificate signed by an officer or agent of the Association setting forth whether the assessments on a specified Unit have been paid. A propady executed Cortificate of the Association certifying the status of assessments on s Unit shall be binding upon the Association as of the date of issuance. Assessments shall be levied equally on all Units and shall be paid in such manner and on such dates as may be fixed by the Board of Directors. Upon ten (10) days' written notice, the Board may a~erate the annual assessment for delinquents. Unless otherwise provided by the Board, the assessmem shall be paid in monthly installments. Section 3. ComDotation of Budaat. It shall be the duty of the Board to prepare a budget covering the estimated Costs of operating the Association during the coming year, which shall include capital contribution or reserve in accordance with a capital budget separately prepared. The assessment to be levied against each Unit for the coming year shall be set at a level which is reasonably expected to produce total revenue to the Association equal to the total budgeted common expenses, including reserves. In determining the level of &.~sessments, the Board, in its discretion, may consider other sources of funds ~vailable to the Association. In addition, the Board shall take into account the number of Units subject to assessment on the first day of the fiscal year for which the budget is prepared and the number of Units reasonably anticipated to become subject to assessment during the fiscal year. So long as the Declarant has the right unilaterally to annex additional property pursuant to Article IX on an annual basis, the Declarant may elect, but shall not be obligated, to reduce the assessment for any fiscal year by payment of a subsidy. However, any Declarant subelly shall be conspicuously disclosed as a line item in the income portion of the common expense budget. If the Declarant elects to pay a subsidy, the amount of the subsidy shown on the budget shall be an estimate only and the Declarant shall only be obligated to fund such subsidy to the ex/ent of any actual operating deficit. The paymem of a subsidy in one year shall under no circumstances obligate the Declarant to continue payment of a subsidy in future years. In order to fund initial Costs of operating the Association, the Board is authorized to obtain a loan from the Declarant to provide for initial capitalization of the Association. Any such loan shall be interest free and shall be disclosed in the budget of the Association for the year in which it is obtained, in the financial statements, and in the books and records of the Association. The Board shall cause the budget and the assessments to be levied against each Unit for the following year to be delivered to each Member at least thirty (30) days prior to the end of the current flscat year. The budget and the assessment shall become effective unless disapproved at a meeting by a Majority of the total Association vote and the Declarant (so long as the Declarant has an o~on unilaterally to subject additional property to the Declaration as provided in Article IX). There shall be no obligation to call a meeting for the purpose of considering the budget excep~ on petition of the Members as provided in the By-Laws. The petition must be presented to the Board within ten (10) clays of delivery of the notice of assessments. Notwithstanding the foregoing, however, in the event the membership disapproves the proposed budget or the Board fails for any reason so to determine the budget for the succeeding year, then and until such time as a budget shall have been determined, as provided herein, the IXKlget in effect for the then currant year shall continue for the succeeding year. Section 4. Soeciol Assessments. In addition to the other assessments authorized herein, the Association may levy special assessments from time to time. So long as the total amount of special assessments allocable to each Unit does not excc::d Three Hundred ($300.00) Dollars in any one fiscal year, the Board may impose the special assessment. Any special assessment which would cause the amount of special assessments allocate to any Unit to exceed this limitation shall be effective only if approved by a Majority of the total Association vote and the Declarant (so long es the DecJarant has an option to unilaterally subject additional property to this Declaration as pfT)vided in Article IX). Special assessments shall be paid as determined by the Board, ami the Board may permit special assessments to be paid in installments extending beyond the fiscal year in which the special assessment is imposed. Section 5. Lien for Assessments, All sums assesse(l against any Unff pursuant to this Declaration, together with late charges, interest, costs, and reasonable attorney's fees actually incurred, as provided herein, shall be secured by a lien on such Unit in favor of the Association. Such lien shall be superior to all other liens and encumbrances on such Unit, except for (a) liens of ad valorem taxes; or (13) liens for all sums unpaid on a first Mortgage or on any Mortgage to Declarant duly recorded in the land records of Fayatte County, Georgia, and all amounts advanced pursuant to such Mortgage and secured thereby in accordance with the terms of such instrument. All other persons acquiring liens (x encuml3mncas on any Unit after this Declaration shall have been recorded in such records shall be deemed to consent that such liens or encumbrances shall be inferior to future liens for assessments, as provided herein, whether or not Ixior consent is specifically set forth in the instruments (=eating such liens or encumbrances. Section 6. Effect of Nonoavrneftt of Assessments: Remedies of the Assoc,~ation. Any assessments which are not paid when due shall be delinquent. Any assessment delinquent for a period of more than ten (10) days shall incur a IMe charge in an amount as the Board may from time to time determine. The Asso~ation shall cause s notice of delinquency to be given to any Member who has not paid within ten (10) days following the due date. If the assessment is not paid within thirty (30) clays, a lien, as herein provided, shall attach and, in addition, the lien shell include the late charge, interest, not to exceed the maximum legal rate, on the principal amount clue, and all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees actually incurred, ami any other amounts provided or permitted by law. In the event that the assessment remains unpaid after sixty (60) days, the Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien. Each Owner, by acceptance of a deed or as a party to any other type of a conveyance, vests in the Association or its agents the right and power to bring all actions against him or her, personally, for the collection of such charges as a debt or to fo~ctose the aforesaid lien in the same manner as other liens for the improvement of real property. The lien provided for in this A~ticie shall be in favor of the Association and shall be for the benefit of all other Owners. The Association, acting on behalf of the Owners, shall have the power to bid on the Unit at any foreclosure sale or to acquire, hold, lease, mortgage, or convey the same. No Owner may waive or othe~vise except liability for the assessments provided for herein, including, by way of illustration, but not limitation, abandonment of the Unit. No Owner may waive or other, vise exempt himself or herself from liability for assessments, by abandoning the Unit or in any other manner. The obligation to pay assessments is a separate and independent covenant on the part of each Owner and no reduction of any assessment shall be claimed or allowed by mason of (a) any alleged failure of the Association to take some action or perform some function required to be taken or performed by the Association under this Declaration or the By-Laws, (b) for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or (c) from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority. All payments shall be appli.~d fi~t to costs and attorney's fees, then to late charges, then interest and then to delinquent assessments. Section 7. Date of Commencement of Assessments. Assessments shall commence as to a Unit on the fl~t day of the month following the conveyance of the Unit to a Person other than the Declarant. Units which have not been conveyed by Declarant as provided above shall not be subject to assessment. Assessments shall be due and payable in a manner and on the schedule that the Board of Directors provides. The first annual assessment shall be adjusted according to the number of months then remaining in that fiscal year. Section 8. Reserved. BOOK 9 PAGE 3 2 Section g. ~pecific Assessments. The Board shall have the power to specifically assess pursuant to this Section as, in its discretion, it shall deem appropriate. Failure of the Board to exercise its authority under this Section shall not be grounds for any action against the Association or the Board of Directors and shall not constitute a waiver of the Board's right to exercise its authority under this Section in the future with respect to any expenses, including an expense for wflich the Board has not previously exercised its authority under this Section. Fines levied pursuant to Article XlI, Section I and the costs of maintenance performed by the Association for which the Owner is responsible under Article V, Section 2, shall be specific assessments. The Board may also specifically assess Units for the following Association expenses, excepl for expenses incurred for maintenance and repair of items which are the maintenance responsibility of the Association. (a) Expenses of the Association which benefit less than all of the Units may be specifically asse_~_~_<ed equitably among all of the Units which are benefited according to the benefit received. (b) Expenses Of the Association which benefit all Units, but which do not provide an equal benefit to all Units, may be assessed equitably among all Units according to the benefit received. Article V Meintenance Section 1. Association's Responsibility. The Association shall maintain and keep in good repair the Common Property. This maintenance shall include, without limitation, maintenance, repair, and replacement, subject to any insurance then in effect of all landscaping and improvements situated on the Common Property including, without limitation, all entry features. The Association shall maintain and keep in good repair, but shall not be responsible for replacement of, all laedscaplng grounds areas within the boundaries of Units. The Association shall clean but not repair or replace all gutters located on residences. The Association shall maintain and keep in good repair all retaining walls, whether located within or without a Unit's boundaries. The Association shall have the right, but not the obligation, to maintain property not owned by the Association including, without limitation, green belt area located adjacent to the Community, w~.ere the Board has determined that such maintenance would benefit all Owners. The foregoing maintenance shall be performed consistent with the Community-Wide Standard. Section 2. Owner's Resuonslbilit~. Excep{ as provided in Section 1, above, atl maintenance of the Unit including, without limitation, all structures and parking areas, shall be the responsibility of the Owner. Such maintenance shall be performed consistent with this Declaration and the Community-W'ide Standard established pursuant hereto. In the event that the Board of Directors of the Association determines that (a) any Owner has failed or refused to discharge properly his obligations with regard to the maintenance, repair, or replacement of items for which he i$ responsible hereunder;, or (b) that the need for maintenance, repair, or replacement, which is the responsibility of the Association hereunder, is caused through the willful or negligent act of an Owner, his or her family, guests, lessees, or invitees, and is not covered or paid for by insurance, in whole or in part, then, the Association may perform the repair, replacement or maintenance and shall, except in the event of an emergency situation, give the Owner written notice of the Association's intent to provide such necessary maintenance, repair, or replacement, at Owners sole cost and expense. The notice shall set forth with reasonable pa~cularity the maintenance, repairs, or replacement deemed necessary. The Owner shall have ten (10) days within which to complete such maintenance, repair, or replecement, or, in the event that such maintenance, repair, or replacement is not cepabie of completion within a ten (10) day period, to commence such work which shall be completed within a reasonable time. If any Owner does not comply with the provisions hereof, the Association may provide any such maintenance, repair, or replacement at Owner's sole cost and expense, and all costs shall be added to and become a part of the assessment to which such Owner is subject and shall become a lien against the Unit. Section 3. Party Wails. (a) General Rules of Law to Aontv. Each well built as a part of the original construction of the Units which shell serve and separate any two (2) adjoining Units shall constitute a party wall and, to the extent not inconsistent with the provisions of this Section, the general roles of law regarding party walls end liability for property damage due to negligence or willful acts or omissions shall apply thereto. (b) Sherirm of Reoair and Maintenance. The cost of reasonable repair and maintenance of a path/wall shall be shared by the Owners who make use of the wall in equal proportions. (c)- Damage and Destruction. If a party wall is destroyed or damaged by fire or other cesuelty, then to the extent that such damage is not covered by insurance and repaired out of the proceeds of insurance, any Owner who has used the wall may restore it, and if the other Owner or Owners thereafter make use of the wall, they shall contribute to the cost of restoration thereof in equal proportions without prejudice, however, to the right of any such Owners to call for e larger contribution from the others under any rule of law regarding liability for negligent or willful acts or omissions. (d) RiGht to (~',ontribution Runs W'~h Land. The right of any owner to contribution from any other owner under this Section shall be appurtenant to the land and shall pass to such owner's successors-in-title. (e) Arbitration. In the event of any dispute adsing concerning a party wall, or under the provisions of this Section, each party shall appoint one (1) arbitrator. Should any party refuse to appoint an arbitrator within ten (10) days after written request therefor by the Board of Directors, the Board shall appoint an arbitrator for the refusing party. The arbitrators thus appointed shall appoint one (1) additional arbitrator and the decision by a majority of all three (3) arbitrators shall be binding upon the parties and shall be a condition precedent to any right of legal action that either party may have against the other. Article VI U~e Re~ld(;tions and Rules Section 1. General. The Board of Directors may, from time to time, without consent of the Members, promulgate, modify, or delete use restrictions and rules and regulations applicable to the Units and the Common Property. This authority shall include, but shall not be limited to, the dght to limit the type and size and to set the maximum and minimum speeds of vehicles within the Community. The Association shall also have the authority to impose all other necessary traffic and parking regulations and to restdct the maximum noise levels of vehicles in the Community. Such regulations and use restrictions shall be binding upon all Owners and occupants until and unless overruled, canceled, or modified in a regular or special meeting by the vote of Members holding a Majodty of the total votes in the Association and by the consent of the Declarant (so long as the Declarant has an option unilaterally to subject additional property to this Deciaration as provided in Article IX). The foregoing notwithstanding, the Association shall not, without the consent of Declarant, so long as Declarant has an unexpired option to subject property to this Declaration, adopt, modify, or delete any use restriction, rule, or regulation concerning new construction without the wntten consent of Declarant. Section 2. Residential Use. Each unit shall be used for residential purposes only, and no trade or business of any kind may be conducted in or from a Unit or any part of the Community, including business uses ancillary to a primary residential use, except that the Owner or occupant residing in the -,o. BOOK 9 9 'P 6E 3 3 r~ldenoe on a Unit may conduct such ' fy ' iv' les w~mn the re,~oence so rang as (a) the existence or operation of the business activity is not apparent or detectable by si~N, sound, or smetl from lhe exterior of the residence; (b) the business activity does not involve persons coming onto the Community who do not resk~ in the Community or door-to-doer solicitation of residents of the Community; (c) the business activity conforms to all zoning requirements for the Commune; and (d) the business activity is consistent wflh the residential character of the Community and does not constitute a nuisance or a hazardous or offensive use, or threaten the security or safety of other residents of the Community, as may be determined in the sole discretion of the Board of Directors. The terms 'business' and 'trade', as used in this provision, shall be construed to have their ordinary, generally accepted meanings, and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation, or other form of considecaiion, regardless of whether. (i) the activity is engaged in full or part-time; (iO the activity is intended to or does generate a profit; or (ii~ a license is required for the activity. Notwithstanding the above, the leasing of a Unit or the use of a Unit by an on-site management company operating on behalf of the Association shall not be considered a trade or business within the meaning of this Section. Section 3. Siena. No sign of any kind shall be erected by an Owner within the Community without the w(ilten consent of the Board and the Declarant. The Board shall have the right to erect reasonable and appropriate signs. Declarant shall have the right to remove any sign not approved by Declarant until all units are occupied. Section 4. ~_~39_l~G.J~l~. The term "vehicles' as used in this provision, shall include without limitation, motor homes, boats, trailers, motorcycles, miniblkes, scooters, go-carts, trucks, campers, buses, vans, and automobiles. All vehicles shall be parked within garages, driveways or other paved parking areas located on a Unit except that guests and service vehicles may park along streets for reasonable pedods of time as determined by the Board. Parking in yards is prohibited. If the Unit includes a garage with exterior doom, the doors shall he kept closed at all times, except dudng times of entry and exit from the garage, or when someone is working in or around the garage. Ail commercial vehicles, tractors, mobile homes, trailers (either with or without wheels), campers, camper trailers, boats and other watercraft, beat trailers, motorcycles, minibikes, scooters, and golf carts must be parked within a garage unless otherwise permitted by the Board. No garage may be altered in such a manner that the number of automobiles which may reasonably be parked therein after the alteration is less than the number of automobiles that could have reasonably been parked in the garage as originally constructed. Section 5. Leasino. Units may be leased for residential purposes. Section 6. ~. All provisions of the Declaration and of any rules and regulations or use restrictions promulgated pursuant thereto which govern the conduct of Owners and which provide for sanctions against Owners shall also apply to all occupants of any Unit. Section 7. Animals and P~:'I~. No animals, livestock, or poultry of any kind may be raised, bred, kept, or permitted on any Unit, with the exception of dogs, cats, or other usual and common household pets in reasonable number, as determined by the Association; provided, however, those pets which are kept, bred, or maintained for any commercial purpose, permitted to roam free, or, in the sole discretion of the Association, endanger the health, make objectionable noise, or constitute a nuisance or inconvenience to the Owners of other Units or the owner of any property located adjacent to the Community may be removed by the Association. Dogs which are household pets shall at all times whenever they are outside a Unit be confined on a leash. Dogs shall be walked only in those areas designated by the Association. Section 8. Nuisance. it shall be the responsibility of each Owner to prevent the development of any unclean, unhealthy, unsightly, or unkempt condition of his or her Unit. No Unit shall be used, in -11- wilole or in pert, for the storage of any property or thing tn,.~ will cause such Unit to appear to be in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any substance, thing, or material be kept upon any Unit that will emit foul or obnoxious odors or that will cause any noise or other condition that will or might disturb the peace, quiet, safety, comfort, or serenity of the occupants of surrounding property. No noxious or offensive activity shall be carried on upon any Unit, nor shall anything be done thereon tending to cause embermssment, discomfort, annoyance, or nuisance to any person using any property adjacent to the Unit. There shall not be maintained any plants or animals or device or thing of any sort whose activities or existence in any way is noxious, dangerous, unsightly, unpleasant, or of a nature as may diminish or destroy the enjoyment of the Community. Section 9. Unsiohtlv or Unkemot Conditions. The pursuit of hobbies or other activities, including specifically, without limiting the generality of the foregoing, the _-$_~embly and disassembly of motor vehicles and other mechanical devices, which might tend to cause disorderly, unsightly, or unkempt conditions, shall not be pursued or undertaken in any pert of the Community. Section 10. Architectural Standards. No exterior construction, alteration, addition, or erection of any nature whatsoever shall be commenced or placed upon any pert of the Community, except such as is installed by the Declarant or as is approved in accordance with this Section. No exterior construction, addition, erection, or alteration shall be made unless and until the plans and specifications showing the nature, kind, Shape. height, materials, and location shall have ~cn submitted in writing to and approved by the Board or its designee. The Board or its designee may promulgate wdt[en guidelines for the exercise of this review. The Board or its designee shall be the sole arbiter of such plans and may withhold approval for any reason, including purely aesthetic considerations, and it shall be entitled to stop any construction in violation of these restrictions. Any member of the Board or its representatives shall have the right, during reasonable hours, to enter upon any Unit to inspect any Unit and any improvements thereon for the purpose of ascertaining whether or not these restrictive covenants have been or are being complied with. Such person or persons shall not be deemed guilty of trespess by reason of such entry. In the event the Board or its designee fails to approve or to disapprove such design and location within sixty (60) days after the plans and specifications have been submitted to it, approval will not be required, and this Section will be deemed to have been fully complied with. In addition, all exterior construction, alterations, additions or erections are subject to the ordinances of Peachtree City, Georgia. Section 11. Antennas. No exterior antennas, aerials, satellite dishes, or other apparatus for transmission of television, radio, satellite or other signals of any kind shall be placed, allowed, or maintained upon any portion of the Community, including any Unit, without the prior w,;;.;.en consent of the Board or it designee. The association may erect an aerial for a master antenna system, should any such master system or systems be utilized by the Association and require any such exterior antenna. Section 12. Clotheslines. Garbane Cans. Woodoiles, Ef;C. All clotheslines, garbage cans, woodpiles, and other similar items shall be located or screened so as to be concealed from view of neighboring Units and Common Property and the street on which the Unit (on which the item is located) fronts. All debris, rubbish, trash, and garbage shall be regularly removed and shall not be allowed to accumulate. Section 13. Subdivision of Unit. No Unit shall be subdivided or its boundary lines changed except with the prior written approval of the Board or its designee. Declarant, however, hereby expressly resewes the right to replat any Unit or Units owned by Declarant. Any such division, boundary line change, or replatting shall not be in violation of the applicable subdivision and zoning regulations. Section 14. Local Ordinanqes. All use of Units within the Community is also subject to the ordinances of Peachtree City, Georgia, and all other governmental entities having jurisdiction over the Community. Article VII ,nsursnce and Casuanv Lossee BOOK PAGE 3 6 Section 1. Insurance for Common Pro~erty. The Association's Board of Directors or its duly authorized agent shall have the authority to and shall oMain insurance for all insurable improvements on the Common Property. This insurance shall cover loss or damage by fire or other hazards, including extended coverage, vandalism, and malicious mischief and shall be in an amount sufficient to cover the full replacement cost of any repair or reconstruction in the event of damage or destruction from any such hazard. The Board shall oblain a public liability policy applicable to the Common Property covering the Association and its Members for all damage or injury caused by the negligence of the Association or any of its Members or agents, and, if reasonably available, directors' and officers' liability insurance. The public liability policy shall have a combined single limit of at least One Million ($1,000,000.00) Dollars. Premiums for all insurance shall be common expenses of the Association. The policies may contain a reasonable deductible, and the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost. All such insurance coverage olXained by the Board of Directors shall be w~i[[en in the name of the Association, as trustee, for the respective benefited parties, as further identified in subparagraph (b), below. Such insurance shall be govemad by the provisions hereinafter set forth: (a) All policies shall be w~iiien with a company licensed to do business in Georgia and holding a rating of Xl or batter in the Financial Category as established by A. M. Best Company, Inc., if available, or, if not available, the most heady equivalent rating. (b) Exclusive authority to adjust losses under policies oblained by the Association shall be vested in the Association's Board of Directors; provided, however, no Mortgagee having an interest in such losses may he prohibited from participating in the settlement negotiations, if any, related thereto. (c) In no event shall the insurance coverage oblained and maintained by the Association's Board of Directors hereunder be brougN into contribution with insurance purchased by individual Owners, occupants, or their Modgagees, and the insurance carried by the Association shall be pdmary. (d) All casualty insurance policies shall have an inflation guard endorsement and an agreed amount endorsement if these are reasonably available and all insurance policies shall be reviewed annually by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Fayette County, Georgia, area. (e) The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: (~ a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners and their respective tenants, servants, agents, and guests; waiver by the insurer of its rights to repair and reconstruct instead of paying cash; (iii) that no policy may be canceled, invalidated, or suspended on account of any one or more individual Owners; (iv) that no policy may be canceled, invalidated, or suspended on account of any defect or the conduct of any director, officer, or employee of the Association or its duly authorized manager without prior demand in writing delivered to the Association to cure the defect or to cease the conduct aod. the allowance of a. reasonable time thereafter within which a cure may be effected by the Association, its manager, any Owner or Mortgagee; (v) that any "other insurance" clause in any policy exclude individual Owners' policies from consideration; and (vi) that no policy may be canceled or substantially modified without at least ten (10) days' prior written notice to the Association. In addition to the other insurance required by this Section, the Boaml shall obtain workmen's compensation insurance, if and to the extent necessary, to satisfy the requirements of applicable laws, and a fidelity bond or bonds on directors, officers, employees, and other persons handling or responsible for the Association's funds. The amount of fidelity coverage shall be determined in the directors' best business judgment. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and may not be canceled or substantially modified without at least ten (10) days' prior w~'ilten notice to the Association. The Association shall also obtain construction code endomements, steam boiler coverage, and flood insurance, if and to the extent necessary to satisfy the requirements of The Mortgage Corporeflon or the Federal National Modgage Association. Section 2. J~. Each Owner shall carry blanket all-risk casualty insurance on the Unit and all structures constructed thereon and a liability policy covering damage or injury occurring on a Unit. If reasonably available, the casualty insurance shall cover loss or damage by fire and other hazards commonly insured under an 'all risk' policy, including vandalism and malicious mischief, and shall be in an amount sufficient to cover the full replacement cost of any repair or reconstruction in the event of damage or destruction from any such hazan~ and shall name the Association as an additional insured. If all ~ coverage is not reasonably available, Ovmers shall obtain, et a minimum, fire and extended coverage. The policies required hereunder shall be in effect at all times. Authority to adjust losses under policies obtained by an Owner shall be vested in the Owner. Section 3. I~amaoe and Destruction. (a) In General. Immediately after the damage or destruction by fire or other casualty to all or any improvement covered by insurance written in the name of the Association, the Board of Directors or its duly authorized agent shall pmcesd with the filing and adjustment of all claims adsing under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Repair or reconstruction, as used in this paragraph, means repairing or restoring the properly to substantially the same condition and location that existed prior to the flr~ or other casualty. (b) Reoair and Reconstruction. Any damage or destruction shall be repaired or reconstructed unless, within sixty (60) days after the casualty Members holding at least seventy-five (75%) percent of the total Asso~ation vote and the Declarant (so long as the Declarant has an option unilaterally to subject additional property to this Declaration as provided in Article IX), shall othemvise agree. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within such pedod, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) days. No Mortgagee shall have the right to participate in the determination of whether damage or destruction shall be repaired or If the damage or destruction for which the insurance proceeds are paid is to be repaired or reconstructed and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall, without the necessity of a vote of the Association's Members, levy a special assessment against all Owners in proportion to the number of Units owned by such Owners. Additional assessments may be mede in like manner at any time during or following the completion of any repair or reconstruction. If the 9 38 ~ m~i~ or ~n~m~, ~ ex~ shall ~ de~ to the ~neffi of the ~mion. In the event that it should be determined by the Association in the manner described above that the damage or destruction shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the property shall be restored to its natural state and maintained as an undeveloped portion of the Common Property by the Association in a neat and attractive condition. Section 4. Damaae and Destruction - Insured bv Owners. The damage or destruction by fire or other casualty to all or any portion of any improvement on a Unit shall be repaired by the Owner within seventy-five (75) days after the damage or destruction. However, where repairs cannot be completed within seventy-five (75) days, they shall begin within the required period and shall be diligently and continuously pursued until their completion. Altematively, the Owner may decide to destroy and remove all improvements on the Unit within seventy-five (75) days after such damage or destruction. Article VIII Condemnation If the taking involves a portion of the Common Property on which improvements have I:ccn constructed, then, unless within sixty (60) days after such taking. Members holding at least seventy-five (75%) percent of the total Association vote and the Declarant (so long as the Declarant has an option unilaterally to subject property to this Declaration as provided in Article IX) shall other, vise agree, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Property to the extent lands are available therefor. The provisions of Article VII, Section 3, above, applicable to Common Property improvements damage, shall govem replacement or restoration and the actions to be taken in the event that the improvements are not restored or replaced. Article IX Annexation of Additional ProDeriv Section 1. Annexation Without ADOrOval of Membershio. (a) Declarant. As the owner thereof or, if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege, and option from time to time at any time until December 1, 1998, to subject all or any podion of the real property described in Exhibit 'C', attached hereto and by reference mede a part hereof to the provisions of this Declaration and the jurisdiction of the Association by filing for record in the Office of the Clerk of the Superior Coud of Fayette County a supplementary Declaration in respect to the property being annexed. Any such annexation shall be effective upon the filing for record of such Supplementary Declaration unless otherwise provided therein. (b) The rights reserved unto Declarant to subject additional land to the Declaration shall not be implied or construed so as to impose any obligation upon Declarant to subject any of such additional land to this Declaration or to the jurisdiction of the Association. If such additional land is not subjected to this Declaration, Declarant reserved rights shall not impose any obligation on Declarant to impose any covenants and restrictions similar to those contained herein upon such additional land nor shall such rights in any manner limit or restrict the use to which such additional land may be put by Declarant or any subsequent owner thereof, whether such uses are consistent with the covenants and restrictions imposed hereby or not. Section 2. ^p0exation With Acoroval of Membershio. Subject to the consent of the Owner thereof, upon the affirmative vote or consent of Members holding a majority of the total Association vote and the Declarant (so long as the Declarant has an option to subject additional property to the Declaration as provided above), the Association may annex other real property to the provisions of this Declaration and the jurisdiction of the Association by filing for record in the Office of the Clerk of the Superior Court of Fayatte County, Georgia, a Supplementary Declaration in respect to the property being annexed. Any such Supplementary Declaration shall be signed by the President and Secretary of the Association, and any such annexation shall be effective upon the filing for record of such Supplementary Declaration, unless otherwise provided therein. The time within which and the manner in which notice of any such meeting of the Members of the Association ca/led for the purpose of determining whether · dditionel property shall be annexed, and the quorum required for the transaction of business at any such meeting, is specified in the By-Laws of the Association. Article X The followino ixovision~ are for the benefit of holders of firsl Mortgages on Units in the Community. The provisions of this Article apply to both this DecJaration and to the By-Laws, notwithstanding any other provisions contained therein. Section 1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage, who provides written request to the Association (such request to state the name and address of such hoid~r, insurer, or guarentor and the Unit numl~ (therefore becoming an 'eligible holder"), will be entitled to timely wntlen notice of: (a) any condemnation loss or any casualty loss which affects a material portion of the Community or which affects any Unit on which there is a fif~'t Mortgage held, insured, or guaranteed by such eligible holder, (b) any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to the Mortgage of such eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by an Owner of a Unit of any obligation under the Declaration or By-Laws of the Association which is not cured within sixty (80) days: (c) any lapse, cancellation, or material modification of any insurance policy maintained by the Association; or (d) any proposed action which would require the consent of a specified percentage of Mortgage holders. Section 2. $oecial FHLMC Provision. So long as required by the Federal Home Loan Mortgage Corporation (The Mortgage Corporation) and so long as the U.S. Department of Housing and Urban Development ('HUD") is insudng or the Veterans Administration ("VA") is guaranteeing any Mortgage in the Community, the following provisions apply in addition to and not in lieu of the foregoing. Unless two-thirds (2/3) of the first Mortgagees or Ow~ere other than the Declarant gNe their consent, the Association shall not: (a) by act or omission seek to abandon, partition, sulxlivide, encumber, sell, or transfer the Common Property which the Association owns, directly or indirectly (the granting of easements for public utilities or other similar purposes consistent with the intended use of the Common Property shall not be deemed a transfer within the meaning of this subsection); (b) change the method of determining the obligations, assessments, dues, or other charges which may he levied against an Owner, (c) by act or omission change, waive, or abandon any scheme of regulations or enforcement thereof pertaining to the architectural design or the extedor appearance and maintenance of Units and of the Common Property Crhe issuance and amendment of architectural standards, procedures, rules, and BOOK 995P , £ 39 regulations or use restrictions shall not constitute a change, waiver, or abandonment within the meaning of this sul~ection.); (d) fail to maintain fire and extended coverage insurance, as required by this Declaration; or (e) use hazard insurance proceeds for any Common Property losses for other than the repair, replacement, or reconstruction of such property. Nothing contained in Article X, Section 2, of this Declaration shall be construed to reduce the percentage vote that must othenvise be obtained under the Declaration for any of the acts set out in this Section 2. First Mortgagees may, jointly or singly, pay taxes or other charges which ara in default and which may or have become a charge against the Common Property and may pay overdue pramiums on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an Association policy, and first Mortgagees making such payments shall be entitled to immediate raimbursement from the Association. Section 3. No Priority. No provision of this Declaration or the By-Laws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Unit in the case of distribution to such Owner of Insurance proceeds or condemnation awards for losses to or a taking of the Common Property. Section 4. Notice to Association. Upon request, each Unit Owner shall be obligated to fumish to the Association the name and address of the holder of any mortgage encumbadag such Owners Unit. Section 5. Amendments by Board. Should the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation subsequently delete any of their raspective requiraments which necessitate the provisions of this Article or make any such requiraments less stringent, the Board, without approval of the Ovmem, may cause an amendment to this Article to be recorded to reflect such changes. Section 6. VA/HUD Arxxoval. As long as the Declarant has the right to appoint and ramove officers and directors of the Association, the following actions shall require the prior approval of the VA (so long as the VA is guaranteeing any Mortgage in the Community), and HUD (so long as HUD is insuring end Mortgage in the Community): annexation of additional property to the Community, excepl for annexation by Declarant or Equitable in accordance with Article IX, Section 1 hereof pursuant to a previously approved plan of annexation; mergers and consolidations; dedication of Common Property to any public entity; dissolution; mortgaging of Common Property, and material amendment of the Declaration, By-Laws or Articles of Incorporation. Section 7. Aoolicabilitv of This Article. Nothing contained in this Article shall be construed to reduce the percentage vote that must othenvise be obtained under the Declaration, By-Laws, or Georgia law for any of the acts set out in this Article. Section 8. Failure of Mortaaaee to Resoond. Any Mortgagee who receives a w,ii[en request from the Board to raspond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written rasponse from the Mortgagee within thirty (30) days of the date of the Association's request. Article XI Easements Section 1. Easements for Encroachment and Overhana. Thera shall be reciprocal appurtenant easements for encroachment and overhang as between each Unit and such portion or portions of the Common Property adjacent thereto or as between adjacent Units due to the unintentional placement or sedling or shilling of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of this Declaration) to'a distance of not more than five (5) feet, as measured from any point on the common boundary between each Unit and the adjacent portion of the Common Property or as between adjacent Units, as the case may be, along a line perpendicular to such boundary at such point; provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful conduct on the pert of an Owner. tenant, or the Association. Section 2. Easements for Use and Eniqyt/letlt. (a) Every Owner of a Unit shall have e right and easement of ingress and egress, use and enjoyment in and to the Common Property which shall be appurtenant to and shall peas with the title to his Unit, subject to the following provisions: (i) the rlgN of the A_~t=,)clation to charge reasonable admission and other fees for the use of any portion of the Common Property and to limit the number of guests of Unit Owners and tenants who may use the Common Property; (',') the right of the Association to suspend the voting rights of a Unit Owner and the right of an Owner to use the recreational facilities in the Community, if any, for any period during which any assessment against his Unit which is hereby provided for remains unpaid; and, for a reasonable period of time for an infraction of the Declaration, By-Laws, or rules and regulations; (iii) the right of the Association to borrow money for the purpose of improving the Common Property, or any portion thereof, or for construction, repeidng or improving any facilities located or to be located thereon, and give as security for the peyment of any such loan a mortgage conveying all or any portion of the Common Property; provided, however, the lien and encumbrance of any such mortgage given by the Association shall bo subject and subordinate to any rights, interests, options, easements and p~vilegas herein reserved or established for the benefit of Declarant, or any Unit or Unit Owner, or the bolder of any Mortgage, irrespective of when executed, given by Declarant or any Unit Owner encumbering any Unit or other proper~h/ located within the Community (any provision in this Declaration or in any such Mortgage given by the Association to the contrary notwithstanding, the exercise of any rights therein by the holder thereof in the event of a default thereunder shall not cancel or terminate any rights, easements or privileges herein reserved or established for the benefit of Declarant, or any Unit or Unit Owner, or the holder of any mortgage, irrespective of when executed, given by Declarant or any Unit Owner encumbering any Unit or other property located within the Community). No mortgage conveying all or a portion of the Common Property shall be effective unless an instrument agreeing to the Mortgage has been approved by Members holding at least two-thirds (2/3) of the total Association vote; and (iv) the dght of the Assodation to dedicate or transfer all or any portion of the Common Property subject to such conditions as may bo agreed to by the Members of the Association. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer has been approved by at least two-thin:is (2/3) of the total Association and by the Declarant (so long as the Declarant has an option unilaterally to subject additional property to this Declaration as provided in Article IX). Notwithstanding the above, Peachtree City, Georgia will not accept dedication of the streets located in the Common Property now or in the future. (b) Any Unit Owner may delegate his or her dght of use and enjoyment in and to the Common Property and facilities located thereon to the members of his family, his tenants and guests and shall be deemed to have made a delegation of all such rights to the occupants of any leased Unit. Section 3. Easements for Utilities. There is hereby resewed to the Association blanket easements upon, across, above and under all property within the Community for access, ingress, egress, installation, repairing, replacing, and maintaining, all utilities sewing the Community or any portion thereof, including, but not limited to, gas, water, sanitary sewer, telephone and electricity, as well as 8oo 42 storm drainage and any other service such as, but not limited to, a master television antenna system, cable television system, or security system which the Association might decide to have installed to serve the Community. It shall be expr"~ly permissible for the Association or its designee, as the case may be, to install, repair, replace, and maintain or to authorize the installation, repairing, replacing, and maintaining of such wires, conduits, cables and other equipment related to the providing of any such utility or service. Should any party furnishing any such utility or service request a specific license or easement by separate recordable document, the Board shall have the right to grant such easement. Section 4. ~;~D~9~. The Association shall have an easement to enter into any Unit for emergency, security, safety, and for other purposes reasonably necessary for the proper maintenance and operation of the Community, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner. It is intended that this right of entry shall include (and this right of entry shall include) the dght of the Association to enter a Unit to cure any condition which may inc~-ease the possibility of a fire or other hazard in the event an Owner fails or refuses to cure the condition upon request by the Board. Section 5. I~asements to Serve Additional Pmoertv. The Declarant and its duly authorized agents, representatives, and employees, as well as its successors, assigns, licensees, and mortgagees, and The Equitable Ufe Assurance Society of the United States, its successors and assigns, shall have and hereby reserves a perpetual, non-exclusive easement over the Common Property for the purposes of ingress and egress, enjoyment, use, access, and development of the property described in Exhibit 'C', whether or not the Exhibit 'C" Property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Property for construction of roads and for connecting and installing utilities on the Exhibit 'C' property. Equitable or Declarant, their successors or assigns, shall be responsible for any damage caused to the Common Property as a result of vehicular traffic or utility installation or repair connected with the Exhibit "C' property but shall not be responsible for any costs associated with other maintenance, repair, or replacement of the Common Property. Article Xll General Provisions Section 1. Enfo~meN. Each Owner and every occupant of a Unit shall comply strictly with the By-Laws, the rules and regulations, the use restrictions, es they may be lawfully amended or modified from time to time, and with the covenants, conditions, and restrictions set forth in this Declaration and in the deed to his or her Unit, if any. The Board of Directors may impose fines or other sanctions, which shall be collected as provided herein for the collection of assessments. Failure to comply with this Declaration, the By-Laws or the rules and regulations shall be grounds for an action to recover sums due for damages or injunctive relief, or both, maintainable by the Board of Directors, on behalf of the Association, or, in a proper case, by an aggrieved Owner. Failure by the Association or any Owner to enforce any of the foregoing shall in no event be deemed a waiver of the right to do so thereafter. Section 2. Self-Helo. In addition to any other remedies provided for herein, the Association or its duly authorized agent shall have the power to enter upon a Unit or any portion of the Common Property to abate or remove, using such force as may be reasonably necessary, any erection, thing or condition which violates this Declaration, the By-Laws, the rules and regulations, or the use restrictions. Unless an emergency situation exists, the Board shall give the violating Unit Owner ten (10) days' written notice of Its ir, tent to exercise self-help. All costs of self-help, including reasonable attomey's fees actually incun'ed shall be assessed against the violating Unit Owner and shall be collected as provided for herein for the collection of assessments. Section 3. Duration. The covenants and restrictions of this Declaration shall run with and bind the Community, and shall inure to the benefit of .and shall be enforceable by the Association or any ~r, their respective legal relxesentatives, heirs, successors, and assigns, perpetually to the extent permitted by law. However, so long as Georgia law limits the period during which covenants restricting lands to cmtatn uses may mn, any Ixnvision of this Declaration affected by the law shall mn with and bind the land so long as permitted by the law, after which time the provisions shall be automatically extended for successive periods of ten (10) years, with the signed written consent of at least two-thirds (2/3) of the record Owne~ and an attorney's afficlmdt cmdirming ownership of the Units or such lessor requirm~ent as provided in O.C.G.A. § 44-560. A written instrument reflecting approval must be recorded within the year immediately preceding the beginning of a ten (10) year renewal period. Every purchaser or grantee of any interest (including, without limitation, a security interest) in any real property subject to this Declaration, by acceptance of a deed or other conveyance, agrees that provisions of this Declaration may be extended and renewed as provided in this Paragraph. Section 4. Amendment. This Declaration may be amended unilaterally at any time and from time to Ume by Declarant (a) if such amendment is necessary to bring any provision hereof into compliance with any applicable govemmentat statute, rule, or regulation or judicial determination which shall be in conflict therewith; (b) if such amendment is necessary to enable any reputable title insurance company to issue flue insurance coverage with respect to the Units subject to this Declaration; (c) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corpomtk~, to enable such lender or purchaser to make or purchase mortgage loans <m the Units subject to this Declaration; or (d) if such amendment is ne,~____<ary to enable any governmental agency or reputable private insurance company to insure mmlgage loans on the Units subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Owner's Unit unless any such Unit Owner shall consent thereto in writing. Further, so long as the Declarant has the right unilaterally to subject additionat properly to the Declaration, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not adversely affect title to any Unit without the consent of the affected Unit Owner. In addition to the al3ove, this Declaration may be amended upon the affirmative vote or w,tten consent, or any combination thereof, of Members holding at least two-thirds (2/3) of the total Association vote and the consent of the Declarant (so long ss Declarant has the right unilaterally to subject additional property to this Declaration). Amendments to this Declaration shall become effective upon recordation in the Fayatle County, Georgia records, unless a later effective date is specified therein. Section 5. Partition. The Common Property shall remain undivided, and no Unit Owner nor any other Person shall bring any action for partition or division of the whole or any pert thereof without the written consent of all Owners of all portions of the property located within the Community and without the written consent of all holders of all Mortgages encumbering any portion of the property, including, but not necessarily limited to, the Units located within the Commune. Section 6. Gender and Grammar. The singular, wherever used herein, shall be construed to mean the plural, when applicable, and the use of the masculine pronoun shall include the neuter and feminine. Section 7. ~everabllitv. Whenever pebble, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision of this Declaration to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application, and, to this end, the provisions of this Declaration are declared to be severable. Section 8..~._~. The captions of each Article and Section hereof, as to the contents of each Article and Section, are inserted only for convenience and are in no way to be construed as defining, limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer. Sec.o... ooK 995 / E 3 BOOK 995PA6E 44 Section 10. Conveyances of Common Proonrtv. The Association shall accept such conveyances of Common Pmparty as ara made from time to time to the Asso~ation by Declarant. The warranty of any construction by Declarant on Common Property shall be one year from the completion of sam construction. After the one year period of warranty, said construction in Common Property shall become the responsibility of the Association to repair, replace and maintain Common Property. Section 11. Peroetuities. If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of Elizabeth, Queen of England. Section 12. Indemnification. In accordance with the Georgia Nonpmrff Corporation Code, and to the full extent allowed by Georgia law, the Association shall indemnify every person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association), by reason of the fact that such person is or was serving as a director or officer of the Association against any and all expenses, including attorneys' fees, imposed upon or reasonably incurred in connection with any action, suit, or proceeding, ff such person acted in a manner reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Any indemnification shall be made by the Association only as authorized in a specific case upon a determination that indemnification of the person is pmpor under the circumstances. Section 13. q:onstruction and Sale Pedod. Notwithstanding any provisions contained in this Declaration to the contrary, Declarant hereby ex4xessiy reserves unto itself and its successors and assigns a non-exclusive, perpetual right, lxivilege, and easement with respect to the Community for the benefit of Declarant, its successors, and assigns over, under, in, and/or on the Community, without obligation and without charge to Declarant, for the purposes of construction, installation, relocation, development sale, maintenance, repair, replacement, use and enjoyment, and/or otherwise dealing with the Community and any other property now owned or which may in the futura be owned by Declarant (such other property is hereinafter refen'ed to as 'Additional Property'). The reserved easement shall constitute a burden on the title to the Community and specifically includes, but is not limited to: (a) the right of a-:~ess, ingress, and egress for vehicular and pedestrian traffic over, under, on, or in the Community; and the right to tie into any portion of the Community with driveways, parking areas, end waikways; and the right to tie into end/or othen~se connect and use (without a tap-on or any olher fee for so doing), replace, relocate, maintain, and repair any device which provides utility or similar services, including, without limitation, electrical, telephone, natural gas, water, sewer, and drainage lines and facilities constructed or installed in, on, under, and/or over the Community; and (b) the right to construct, install, replace, relocate, maintain, repair, usa, and enjoy signs, model residences, and sales offices in the Community. (c) No rights, Ixivilages, and easements granted or reserved herein shall be merged into the title of any property, including, without limitation, the Community, but shall be held independent of such title, and no such right, privilege, or easement shall be surrendered, conveyed, or released unless and until and except by delivery of a quit-claim dead from Declarant releasing such right, privilege, or easement by express reference thereto. Section 14. Contracts Executed Durine Declarant Control. All contracts or leases executed by or on behalf of the Association I~or to the expiration of Declarant's right to appoint the members of the Board of Directors as provided in Article III of the By-Laws shall contain a termination clause permitting the Association to terminate the contract or lease at any time after the expiration of Declarant's right to appoint the members of the Board of Directors, without cause and without penalty, upon not more than ninaty (90) days' written notice. Section 15. Books and Record=i. (a) Insoection by Members and Mortaaoe~s. This Declaration, the By-Laws, copies of rules and use restrictions, membership register, books of account, and minutes of meetings of the members of the Board and of committees shall be made available for inspection and copying by any Member of the Association or by his duly appointed representative and by holders, insurers, or guarantors of any first Mortgage ~t any reasonable Ume and for a purpose reasonably related to his or her interest as a Member or holder, insurer, or guarantor of a first Mortgage at the office of the Association or at such other reasonable place as the Board shall prescribe. (b) Rules for Insoection. The Board shall establish reasonable rules w~th respect to: (i) notice to be given to the custodian of the records; (ii) hours and days of the week when such an inspection may be made; and payment of the cost of reproducing copies of documents. (c) Insoection bv Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extra copies of documents at the reasonable expense of the Association. Section 16. ~I~I~L~IJL.~. A review of the accounts of the Association shall be made annually in the manner as the Board of Directors may decide; provided, however, after having received the Boards reviewed financial statement at the annual meeting, by a Majority of the Association vote present, or represented by proxy, the Owners may require that the accounts of the Association be audited as a common expense by a public accountant. Upon w,'ilten request of any institutional holrior of a fl~t Mortgage and upon payment of all necessary costs, such holder shall be entitled to receive a copy of an audited financial statement within ninety (90) days of the date of the request. Section 17. Notice of Sale or Lease. In the event an Owner sells or leases his or her Unit, the Owner shall give to the Association, in writing, the name of the purchaser or lessee of the Unit and such other information as the Board may reasonably require. Section 18. Variances. Notwithstanding anything to the contras/contained in this Declaration, the Board of Directors or its designee shall be authorized to grant individual variances from any of the provisions of this Declaration, the By-Laws and any rule, regulation or use restriction promulgated pursuant thereto if it determines that waiver of application or enforcement of the provision in a particular case would not be inconsistent with the overall scheme of development for the Community. Section 19. Security. The Association may but shall not be required to, provide measures or take actions which directly or indirectly improve safety on the Community. However, each Owner, for themselves and their tenants, guests, licensees, and invitees, acknowledges and agrees that the Association is not a provider of securtb/and shall have no duty to provide security for the Community. it shall be the responsibility of each Owner to protect his or her person and property, and all responsibility to provide security shall lie solely with each Owner. The Association shall not be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security measures undertaken. BOOK :9 9~ ~GE Z~ 6 IN WITNESS WHEREOF, the undemgned, being the duly appointed office~..~of Declarant herei.~, have executed this instrument and affixed the corporate seal this ',,~ day of ,~ ~ ~- y' , le...~. By: ..... / X ..... ... Title: . "' ~ :.~, ~;,.... "'-...: I~l I~nt -' : Attest: .~ r.' 5V3S" Title: '---; r', :, "~,, . :" .." ,, : (Coe.o~Te Se~.) "" '~ " .......... '"' ''~ Signed, sealed, and_..delivered this ~ day Of ~, 1l~ 9~', in the presence of: My Commission Expires: //- //~-~' Q ~ ¢ EXHIBIT "A" CENTRAL PARK [)efinitions The following words, when used in this Declaration or in any Supplementary Declaration (unless the context shall prohibit), shall have the following meanings: (a) "A~ation" shall mean and refer to The Central Park Community Association, Inc., a nonpmf~ Georgia corporation, its successors and assigns. (b) '~9~;L~J_~2J~" or "Board" shall mean the appointed or elected body of the Association, as applicable, having its normal meaning under Georgia corporate law. (c) "By-Laws" shall refer to the By-Laws of The Central Park Community Association, Inc., attached to this Decla~i;;on as Exhibit "D" and incorporated therein by this reference. (d) 'Common PTOOedv' shall mean any and all real and personal property and easements and other interests therein, tngather with the facilities and improvements located thereon, now or hereafter owned by the Association for the common use and enjoyment of the Owners. (e) *Community' shall mean and refer to that certain real property and interests therein described in Exhibit 'B', attached hereto, and (i) such additions thereto as may be made by Declarant (or its Mortgagee or transferee, as provided in the Declaration) or Equitable by Supplementary Declaration of all or any portion of the reel property described in Exhibit 'C', attached hereto; and (lB such edditions thereto as may be made by the Association by Supplementary Declaration of other real property. (f) 'Community-Wide Standard' shall mean the standard of conduct, maintenance, or other activity generally prevailing in the Community. Such standard may be mom specifically detem~ined by the Board of Directors of the Association. (g) "Declam~" shell mean and refer to J. Robert Adams & Co., Inc., a Georgia Corporation and the succassms-in-t~e and assigns of J. Robert Adams & Co., Inc., provided any such successor-in-title or assign shall be designated as the "Declarant' by J. Robert Adams & Co., Inc., in an instrument recorded in the Fayette County, Georgia records; provided, however, The Equitable Life Assurance Society of the United States shall have the right to unilaterally declare itself the 'Declarant' by recording an instrument in the Fayette County, Georgia recon~ if the requirements of Article XlI, Section 20 are met. (h) 'lVlaiodtv' means those eligible votes, Ovmers, or other group as the context may indicate totaling more than fifty (50%) percent of the total eligible number. (i) "Member' shall mean a Person entitled to membership in the Association. "Mo~ea~e" means any mortgage, deed to secure debt, and any and all other similar instruments used for the purpose of conveying or encumbering real property as security for the payment or satisfaction of an obligation. (k) "Mo~o~ee" shall mean the holder of a Mortgage. (I) "Owner' shall mean and refer to the recoil owner, whether one or more Pemons, of the fee simple title to any Unit located within the Community, excluding, however, any Person holding such interest merely as security for the performance or satisfaction of any obligation. 47 { OOK 995P GE 48 (m) "~n' fn~ans any n~ural person, as w~l as a cofpor~lon, joint yenlura, partne~ip ~en~f~l ~f Iimit~l), asslx~i~ion, lfu~, of etbef I~al entl~. (n) 'Unit' shall mean any plot of land within the Community, whether or not improvements are constructed thereon, which constitutes or will constitute, after the construction of improvements, a single-family dwelling site as shown on a plat recorded or to be recorded in the Fayette County, Georgia, records. The ownership of each Unit shall include, and there shall pass with each Unit as an appurtenance thereto, whether or not separately described, all of the right, title, and interest of an Owner i,1 the Common Property, which shall include, without limitation, membership in the Association. Each Unit shall for all purposes constitute real property which may be owned in fee simple and which may be conveyed, transferred, or encumbered in the same manner as any other real property. Each Ovmer shall be entitled to the exclusive ownership and possession of his or her Unit, subject to this Declaration. Each Owner shall have the right to lateral and subjacent support for his or her Unit, and such right shall pass with the Unit. (o) '~uootementarv Declaration' means an amendment or supplement to this Declaration which subjects additional property to this Declaration or imposes additional restrictions and obligations on the property, or both. EXHIBIT "B" Property Submitted ALL THAT TRACT OR PARCEL OF LAND situated, lying and being in Land Lots 99 and 100 of the 7th District, Fayette County, Georgia, and being more particularly described as follows: BEGINNING at an iron pin placed at the intersection of the southerly right-of-way of Flat Creek Road (a ~0-foot right-of-way) and the westerly rlgM-of-way of Peachtree Parkway (s 140-foot right-of-way), and running thence along said westerly right-of-way of Peachtree Parkway the following courses and distances: along the arc of a 658.38-foot radius curve to the left an arc distance of 231.68 feet (said arc being subtended by a chord lying to the East having a bearing of South 11' 2~' 58" West and being 230.70 feet in length) to an iro~ pin placed, and thence along the arc of a 1,325.31-feet radius curve to the left an arc distance of 189.65 feet (said arc being subtended by a chord lying to the East having a bearing of South 05' 57' 07' East and being 189.50 feet in length) Io an iron pin placed; thence leaving said right-of-way run North 84' 13' 13' West 202.33 feet to an iron pin placed; thence South 76' 29' 07' West 221.12 feet to an iron pin found; thence South 68' 45' 18' West 101.84 feet to an iron pin found; thence North 03' 17' 18' East 687.17 feet to an iron pin found on the southerly right-of-way of Flat Creek Road; thence along said southerly right-of-way the following courses and distances: SOuth 58' 21' 08' East 148.80 feet to an iron pin placed; thence along the arc of an 889.39-foot radius curve to the left an arc distance of 187.69 feet (said arc being subtended by a chord lying to the Northeast having a bearing of South 62' 39' 13' East and being 187.34 feet in length) to an iron pin placed, and thence South 71' 58' 58' East ~'~.80 feet to an iron pin placed at the POINT OF BEGINNING. Said property being more particularly shown as containing 5.974 acres on that certain Bounda~/ Survey prepared for Peachtree City Development Corp. by Ashford Engineers, Inc., dated November 8, 1994, bearing the seal and certification of Kenneth L. Nutt, G.R.L.S. No. 2104, said survey being incorporated herein by this reference. BO0 995P GE 49 EXHIBIT "C" Property to be Annexed ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 41 and 36 of the 6th District, Fayette County, Georgia, being more particularly described as follows: "None" EXHIBIT "D" BY-LAWS OF CENTRAL PARK COMMUNITY ASSOCIATION, INC. BOOl~ 99~P~,~E 51 BOOK 52 Arficie I. ~eotion NA~, 1. Name 2. Membership 3. Definitions PaGe I1. ASSOC~AT~N: IVlam~,3s, Quorum4, Vo'n~, P~ox=s 1. Place of Meetings 2. First Meeting and Annual Meetings 3. Special Meetings 4. Notice of Meetings 5. Waiver of Notice 6. Adjournment of Meetings 7. Voting 8. Proxies 9. Quorum III. ~ o~ D~,c~o~s: Nu~aa~, Pov~.~s, Maa'nN~s A. Gomposition and Selection 1. Governing Body; Composition 2. Directors Appointed by Declarant 3. Number of Directors 4. Nomination of Directors 5. Election and Term of Office 6. Removal of Directors 7. Vacancies B. Meetir~ 8. Or,'janizetion Meetings 9. Regular Meetings 10. Special Meetings 11. Waiver of Notice 12. Quorum of Board of Directors 13. Compensation 14. Open Meetings 15. Executive Session 16. Action Witlmut A Formal Meeting 17. Telephontc Participetion C. E~ 18. Powers 19. Management Agent 20. Borrowing 21. Fining Procedure 9 9 9 9 10 10 10 10 10 10 10 11 11 11 11 11 11 11 12 12 12 I IV. V. OFlqcER~ 2, Election, Term of Office, and Vacancies 3. Removal 4. President 5. Vice President 6. Secretary 7. Treasurer 8. Resignation 1. General 13 13 13 13 13 13 13 13 14 VI. 1. Fiscal Year 2. Parliamentary Rules 3. Conflicts 4. Amendment !4 14 14 14 BY-LAWS OF CENTRAL PARK COMMUNITY ASSOCIATION, INC. Article I Name. Membershio. Aoolicabilitv. and Definitions Section 1. Name. The name of the Association shall be The Central Park Community Association, Inc., (hereinafter sometimes referred to as the "Association"). Section 2. Membershio. The Association shall have one class of membership, as set forth in that Declaration of Covenants, Conditions, and Restrictions for The Central Park Community Association, Inc., (this Declaration, as amended, renewed, or extended from time to time, is hereinafter sometimes referred to as the "Declaration"), the terms of which pertaining to membership are specifically incorporated by reference herein. Section 3. Definitions. The words used in these By-Laws shall have the same meaning as set forth in the Declaration, unless the context shall prohibit. Article II Association: Meetinos. Quorum. Votirm. Proxies Section 1. Place of Meetirms. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors, either in the Community or as convenient thereto as possible and practical. Section 2. First Meatirm and Annual Meetirms. An annual or special meeting shall be held within one (1) year from the date the Declaration is recorded. Annual meetings shall be set by the Board so as to occur no later than sixty (~0) days after the close of the Association's fiscal year. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the flint day following which is not a legal holiday (excluding Saturday and Sunday). Section 3. ~.~J_J~Lqg~. The President may cell special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association If so directed by resolution of a Majority of the Board of Directors or upon a petition signed by Members holding at least twenty-five (25%) percent of the total Association vote. The notice of any special meeting shall state the date, 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. Section 4. Notice of Meetirms. it shall be the duty of the Secretary to mail or to cause to be delivered to the Owner of record of each Unit a notice of each annual or special meeting of the Association stating the purpose of the special meeting, as well as the time and place where it is to be held. If an Owner wishes notice to be given at an address other than his or her Unit, he or she shall have designated by notice in writing to the Secretary such other address. The mailing or delivery of a notice of meeting in the manner provided in this Section shall he considered service of notice. Notices shall be sewed not less than ten (10) nor more than thirty (30) days before a meeting. Section 5. Waiver of Notice. Waiver of notice of a meeting of the Membe~ shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the members, either before or after such meeting. Attendance st a meeting by a member, whether in pemon or by proxy, shall be deemed waiver by such member of notice of the time, date, and place thereof, Page8 unless such member specifically objects to lack of proper notice at the time the meeting is called to Section 6. Adioummen~ Qf Meetinas. If any meetings of the Associetion cannot be held because a quorum is not present, · Majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such m:ljoumed meeting at which a quorum is present, any business which might h~ve boca tmnsscted at the meeting originall.v called may be transacted without further notice. Section 7. V~irm. The voting rights of the Members shall be as set forth in the Declaration, and such voting rights ara specifically incorporated herein. Section 8. Proxies. At ell meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated, and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automaticatly cease upon conveyance by the Member of his or her Unit, or upon receipt of notice by the Secretary of the death or judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy. Section 9. Quorum. The presence, in person or by proxy, of Members holding at least twenty-five (25%) percent of the total eligible Aasoci~on votes appertain shall constitute a quorum at all meetings of the Association. The Members present at a duly called or held meeting at which · quorum is present may continue to do business until edjoumment, notwithstanding the withdrawat of enough members to leave less than a quorum. Article III Board of Directors: Number. Powers. Meetinas A. Com~esition and Selection Section 1. q~qv~mirm Body: Comoosition. The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Adicle, the Directors must reside in the Community and shall be Members or spouses of such Members; provided, however, no Person and his or her spouse may serve on the Board at the same time. Section 2. Dff~qrs Aonointed by Declarant. Declarant shall have the right to appoint or remove all members of the Board of Directors and all others of the Association until such time as the first of the following events shall occur. (a) the expiration of five (5) years after the date of the recording of the Declaration; (b) the date on which thirteen (13) Units have been conveyed to Persons other than the Declarant; or (c) the surrender by Declarant in writing of the authority to appoint and remove directors and officers of the Association. Each Owner, by acceptance of a deed to or other conveyance of a Unit, vests in Declarant this authority to appoint and remove directors and officers of the Association. The directors and officers appointed by the Declarant need not be Owners or residents in the Community. The names of the initial directors selected by the Declarant ara set forth in the Articles of Incorporation of the Association. Section 3. Nyl~ber of Directors, The Board shall consist of three (3) to five (5) members, the exact number to be set by the Declarant. Section 4. NQmination of Directors. Elected Directors shall be nominated from the floor and may also be nominated by a Nominating Committee, if such a committee is established by the BoanJ. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes. Section 5. Election end Term of Office. Not I~ter than thirty (30) days after termination of the Declarent's right to appoint directors and officers as described in Section 2 of this Article, the Association shall call a meeting to be held at which Owners shall elect all of the directors. The term of a Majortty of the directors shall expire two (2) years after the first annual meeting following termination of the Deciarant's right to appoint directors, and the term of the remainder of the directors shall expire one (1) year after that annual meeting. At the expiration of the first term of office of each member of the initial elected Board of Directors, a successor shall be elected to serve for a term of two (2) years. The members of the Board of Directors shall hold office until their ~ive successors shall have been elected by the Association. At each annual meeting of the membership, directors shall be elected to succeed those directors whose terms are expiring. All eligible Members of the Association shall vote on all directors to be elected, and the candidate(s) receiving the most votes shall be elected. Section 6. Removal of Directors. At any regular or special meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed, with or without cause, by Members holding at least a Majority vote of the total Association Vote and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed by the Owners shall be given at least ten (10) days' notice of the calling of the meeting end the purpose thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than twenty (20) days may be removed by a Majority vote of the Directors at a meeting, a quorum being present. This Section shall not apply to Directors appointed by Declarant. Section 7. Vacancies. Vacancies in the Board of Directors caused by any mason, excluding the removal of a Director by vote of the Association, shall be filled by a vote of the Majority of the remaining Directors, even though less than a quorum, et any meeting of the Board or Directors. Each Person se selected shall serve the unexpire<l portion of the term. Section 8. Omanization Meetines. The first meeting of the members of the Board of Directors following each annual meeting of the membership shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board. Section 9. ~,~. 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 et least four (4) such meetings shall be held dudng each fiscal year with et least one (1) per quarter. Notice of the regular schedule shall constitute sufficient notice of such meetings. Section 10. ~. Special meetings of the Board of Directors shall be held when requested by the President, Vice President or by any two (2) Directors. The notice shall specify the time and place of the meeting and that nature of any special business to be considered. The notice shall be given to each Director by one of the following methods: (a) by pemonal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the Director or to a Person et the Director's home or office who would reasonably be expected to communicate such notice promlXly to the Director, or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the Association. Notices sent by flint class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal deliver, telephone, or telegraph company shall be given et least forty-eight (48) hours before the time set for the meeting. Section 11. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeUng duly held after regular call and notice, if (a) a quorum is present, and Co) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an Page lo approvsi of the minutes. The waiver of notice or cogent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given tn any Director who attends the meeting w~thout protesting before or at its commencement about the lack of adequate notice. Section 12. Quorum of Board of Directors. At all meetings of the Board of Directors, a Majority of the Directors shall constitute a quorum for the transection of business, and the votes of a Majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transect business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a Majority of the required quorum for that meeting. If any meeting cannot be held because a quorum is not present, a Majority of the Directors who are present at such meeting may adjourn the meeting to a Ume not less than five (5) nor more than thirty (30) days from the time the originsi meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice. Section 13. Comoensetion. No Director shall receive any compensation from the Association for acting as such unless approved by Members holding a Majority of the total Association vote. Section 14. ~. All meetings of the Board shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by the Board. Section 15. ~;~;~,~. The Board may edjoum a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall fi~t be announced in open session. Section 16. Action Without A Formal Meetino. Any action to be taken at a meeting of the Directors or any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. Section 17. Tgtgphonic Particication. One or more directors may participate in and vote during any regular or special meeting of the Board by telephone conference call or similar communication equipment by means of which all parsons participating in the meeting can hear each other at the same time, and those directors partJcJpetJng by telephone shsII be deemed to be present at such meeting for quorum and other purposes. Any such meeting at which a quorum participates shall constitute a regular meeting of the Board. C. Powers and Duties Section 18. Powers. The Board of Directors shall be responsible for the affairs of the ~etion and shall have all of the powers and duties necessary for the adminis(,ai;on of the Association's affairs and, es provided by law, may do all acts and things as am not by the Declaration, Articles, or these By-laws directed to be done and exercised exclusively by the Members. In addition to the duties imposed by these By-Laws or by an resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but not limitation: (a) preparation and adoption of an annual budget in which there shall be established the contribution of each Owner to the common expenses; (b) making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; 58 (c) providing for the operation, care, upkeep, and maintenance of ~11 areas which ~re the maintenance responsibility of the Association; (d) designating, hiring, and dismissing the personnel necessary for the operation of the Association and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties; required; (h) (e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association; making and amending use restrictions and roles and regulations; opening of bank accounts on behalf of the Association and designating the signatories enforcing by legal means the provisions of the Declaration, these By-Laws, and the roles and regulations adopted by it, and bring any proceedings which may be instituted on behalf of or against the Owners concerning the Association; (i) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof; paying the cost of all services rendered to the Association or its Members which are not directly chargeable to Owners; (k) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, and specifying the maintenance and repair expenses and any other expenses incurred; and [1) contracting with any Person for the performance of various duties and functions. The Board shall have the power to enter into common management agreements with trusts, condominiums, or other associations. Any and all functions of the Association shall be fully transferable by the Board, in whole or in part, to any other entity. Section 19. ~. The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Declarant or an affiliate of the Declarant may be employed as managing agent or Manager. The term of any management agreement shall not exceed one (1) year and shall be subject to termination by either party, without cause and without penalty, upon ninety (90) days' written notice. Section 20. Bom3,~. The Board of Directors shall have the power to borrow money for the purpose of repair or restoration of the Common Property and facilities without the approval of the Members of the Association, provided, however, the Board shall obtain membership approval in the same manner as for special assessments, in the event that the proposed borrowing Is for the purpose of modifying, improving, or adding amenities, and the total amount of such bermwing exceeds or would exceed Ten Thousand ($10,000.00) Dollars outstanding debt at any one time. Section 21. ~_.~. The Board shall not impose a fine (a late charge shall not constitute a fine) unless and until the following procedure is followed: (a) Notice: Written notice shall be served upon the violator specifying: (i) the nature of the violation and the fine imposed; Page 12 (iO that the violator may, within ten (10) days from the date of the notice, request a hearing regarding the fine imposed; (ilo fine; the hearing; and the name, address and telephone number of a person to contact to challenge the that any statements, evidence, and witnesses may be ixnduced by the violator at (v) that all dgnts to have the fine reconsidered ara waned if a hearing is not requested within ten (10) days of the date of the notice. (b} Hea~n.. If s hearing is requested, it shall be held befora the Board in executive session, and the alleged violator shall he given a raasonable opportunity to he heard. The minutes of the meeting shall contain a w, illen statement of the rasults of the hearing. Article IV Officers Section 1. Office~. The officers of the Asseoiati~ shall he a President, Vice President, Second Vice President, Secretary, and Treasurar. Any two or more offices may be held by the same Person, excepting the offices of Prasident and Seoratary. The President and Traasurer shall he elected from among the members of the Board of Directors. ~ection 2. Election. Term of Office. and Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members. A vacancy in any office arising because of death, resignation, removal, or other, vise, may be filled by the Board of Directors for the unexpired portion of the term. Seotion 3. R~moval. Any officer may he removed by the Board of Directors whenever, in its judgment, the best interasts of the Association will be served theraby. Section 4. President. The Prasident shall he the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The Prasldent shall have all the general powers and duties which ara incident to the office of the president of a corpo,,~ion organized under the Georgia Nonprofit Corporation Code. Section 5. vice Prasident. The Vice Prasideot shall act in the President's absence and shall have all powers, duties, and rasponsibilities provided for the President when so acting. Section 6. 8ecratarv. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of the secratary of a corporation organized in accordance with Georgia law. Section 7. Traasurer. The Traasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time he designated by the Board of Directom. Section 8. Re~n~. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unl_e~__~ otherwise specified therein, the acceptance of such rasignation shall not be necessary to make it effectNe. OOK 995 , E 59 60 Section 9. Second Vice Presid~rtt. The Second Vice President shall serve as a voting member of the Board of Directors. Article V Qommittees Section 1. General. Committees to perform such tasks and to serve for such periods as may be designated by the Board are hereby authorized. Each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors. Article VI MiScellaneous Section 1. Fiscal Yei~r. The fiscal year of the Association shall be determined by resolution of the Board. In the absence of such a resolution, the fiscal year shall be the calendar year. Section 2. Parliamentary Rules. Roberts Rules of Order (current edition) shall govern the conduct of all Association procccclings, when not in conflict with Georgia law, the Articles of Incorporation, the Declaration, these By-Laws, or ruling made by the Person presiding over the proceeding. Section 3. Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law, the Articles of incorporation, the Declaration, and these By-Laws, the provisions of Georgia law, the Declaration, the Articles of Incorporation, and the By-Laws (in that order) shall prevail. Section 4. Amendment. These By-Laws may be amended unilaterally at any time and from time to time by Declarant (a) if an amendment is nece_~_<a_ry to bring any provision into compliance with any applicable govemmentat statute, rule, or regulation or judicial determination with which it is in conflict; (b) if an amendment is necessary to enable any reputable title insurance company to issue title insurance coverage with respect to the Units subject to the Declaration; (c) if an amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable the lender or purchaser to make or purchase Mortgage loans on the Units subject to the Declaration; or (d) if an amendment is necessary to enable any governmental agency or reputable pftvate insurance company to insure Mortgage loans on the Units subject to the Declaration. However, any such amendment shall not adversely affect the title to any Ovmer's Unit unless any Unit Owner consents to the amendment in writing. Further, so long as Declarant has the right unilaterally to subject additional pmparty to the Declaration as provided in Article IX, Declarant may unilaterally amend these By-Laws for any other purpose; provided, however, any such amendment shall not adversely affect title to any Unit without the consent of the affected Unit Owner. In eddition to the above, these By-Laws may be amended upon the affirmative vote or written consent, or any combination of affin~ative vote and written consent, of Members holding at least a Majority of the total Association vote and the consent of the Declarant (so long as Declarant has an olXlon unilaterally to subject additional property to the Declaration as provided in Article IX of the Declaration). Amendments to these By-Laws shall become effective upon recordation, unless a later effective date is specified in the amendment. No provision of these By-Laws which reserves or grants special rights to the Declarant shall be amended without the Declaranfs prior written consent so long as the Declarant owns any property in the Community, or subject to annexation to the Community, Iximadly for development and/or sale. Notwithstanding the above, VA and HUD shall have the right to veto amendments to these By-Laws for es long as the Declarant has the rigM to appoint directors and officers of the Association under Article III, Section 2 of these By-Laws. Page 14