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Cypress PointeDECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR CYPRESS POINTE THIS DECLARATION is made on the date hereinafter set forth by Hayes-Johnson Development, Inc., a Georgia corporation (hereinafter sometimes called "Declarant"); ~ W I T N E S S E T H: WHEREAS, Declarant is the owner of the real'property described in Article II, Section 1, of this Declaration; and WHEREAS, Declarant desires to subject ~he 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 Deci~ration; NOW THEREFORE, Declarant hereby declares that the real property described in Article It, Section t, 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 real 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 made subject hereto, their respecbive heirs, legal representatives, successors, successors-inrtitle, and assigns and shall inure to the benefit of each and ever~ owner of all or any portion thereof. A~TICLE 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 Proper~y Subject To This Declaration Section 1. Property Hereby .Subjected 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 otherwise encumbered subject to this Declaration is the real property described in Exhibit "B", attached hereto and by reference made a part hereof. Section 2. Other ProDerty Only the real property, described in Section 1 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 Association MembershiD and Votinq Riqhts Section 1. MembershiD. The Declarant and every Person who is the record owner of a fee or undivided fee interest in any Unit that is subject to this 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 performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership. 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 use and enjoyment shall be as provided in this Declaration and in the By-Laws. Membership shall be appurtenant to and may not be separated from ownership of any Unit. The rights and privilegesof membership, 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 office held for each Unit owned. Section 2. Votinq. 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. Purpose of Assessment. The assessments provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, 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. Creation of the Lien and Personal Obliqation 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 assessments to be established and collected as hereinafter provided; and (c) Page 2 specific assessments against any particular Unit which are 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 attorney'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 attorney'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 personally liable for his or her portion of each assessment coming due while he or she is the Owner of a Unit, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance; provided, however, the liab~!ity of a grantee for the unpaid assessments of its grantor shall not appl~ to any first Mortgage holder taking title through foreclosure proceedings or deed in lieu of foreclosure. The Association shall, within five (5) days after receiving a written request and for ~ 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 properly executed certificate of the Association certifying the status of assessments on a 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 accelerate the annual assessment for delinqu.ents. Unless otherwise provided by the Board, the assessment shal~ be paid in monthly installments. Sectio~ 3. Computation of Budqet. 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 a.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 assessments, the Board, in its discretion, may consider the other sources of funds available 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. Page 3 So long as the Declarant has the right unilaterall~ 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 subsidy 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 or.the subsidy shown on the budget shall be an estimate only and the Declarant shall only be obligated to fund such subsidy to the extent of any actual operating deficit. The payment 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 fiscal 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 option 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 except on petition of the Members as provided in the By- Laws. Tke petition must be presented to the Board within ten (10) days of delivery of the notice of assessment~. 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 shalI have been determined, as provided herein, the budget in effect for the then current year. shall continue for the succeeding year. Section 4. ~pecial Assessments. In addition to the other assessments authorized herein~ the Associationl may levy special assessments from time to time. So long as the total amount of special assessments allocable to each Unit does not exceed 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 allocable 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 as the Declarant has an option to unilaterally subject additional property to this Declaration as provided in Article IX). Special assessments shall be paid as determined by the Board, and the Board Page 4 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. Ail sums assessed against any Unit 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 (b) liens for all sums unpaid on a first Mortgage or on any Mortgage to Declarant duly recorded in the land records of Fayette Cpunty, Georgia, and all amounts advanced pursuant to such Mortgage and'secured thereby in accordance_with the terms of such instrument. Ail other persons acquiring liens or encumbrances on 9ny Unit after this Declaration shall have been recorded in such records shall be deemed to consent ~at such liens or encumbrances shall be inferior to future liens for assessments, as provided herein, whether or not prior consent is specifically set forth in the instruments creating such liens or encumbrances. Section 6. Effect of Nonpayment of Assessments; Kemedies of the Association. 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 late charge in an amount as the Board may from time to time determine. The Association shall cause a 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) days, a lien, as herein provided shall attach and, in addition, the lien shall include the late charge interest, not to exceed the maximum ~egal rate, on the principal amount due, and all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees actually incurred, and 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 foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The lien provided for in this Article 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 otherwise except liability for the assessments provided for herein, including, by way of illustration, but not limitation, abandonment of the Unit. Page 5 No Owner may waive or otherwise exempt himself or heYself 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 reason 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 applied first 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 first day of the month following the conveyance of the Unit to a Person other than the Declarant or Hayes-Johnson Communities, Inc., a Georgia corporation. Units which have not been conveyed as provided above shall not be subject to assessment. However, assessments shall commence on Units containing residences that~are owned by Declarant or Hayes-Johnson Communities, Inc., a Georgia corporation on the first day of the month following the issuance of a certificate of occupancy for the residence constructed on the Unit. 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. Assessments by Declarant. Notwithstanding anything to the contrary herein, the Declarant may contribute assessments due from it, if any, in services or materials or a combination of services and materials, rather than in money (herein collectively called "in kind contribution"). The amount by which monetary assessments shall be decreased.as a result of any in kind contribution shall be the fair market value of the contribution. If the Declarant and the Association agree as to the value of any contribution, the value shall be as agreed. If the Association and the Declarant cannot agree as to the value of any contribution, the Declarant shall s~pply the Association with a detailed explanation of the service performed and material furnished, and the Association shall acquire bids for performing like services and furnishing like materials from three (3) independent contractors approved by the Declarant who are in the business of providing such services and materials. If the Association and the Declarant are still unable to agree on the value of the contribution, the value shall be deemed to be the average of the bids received from the independent contractors. Page 6 Section 9. Specific 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 autkority under tkis Section in the future with%respect to any expenses, .including an expense for which the Board has not previously exercised its authority under this Section. Fines levied pursuant to Article XtI, Section 1 and the costs of maintenance performed by the Association which the Owner is responsible .for under Article V, Section 2 shall be specific assessments. The Board may also specifically assess Units for the following Association expenses, except for expenses incurred for maintenance and repair of items which are the maintenance responsibility of the Association: (a) Expenses of the ~Ssociation which benefit less than all of the Units may be specifically assessed 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 Maintenance 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 feDtures, streets, and street lights. The Association shall maintain and keep in good repair, but shall not be responsible for replacement of, all landscaping,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 water and sewer pipes or facilities which serve more than one (1) Unit, 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, where the Board has determined that such maintenance would benefit all Owners. The foregoing maintenance shall be performed consistent with the Community-Wide Standard. Page 7 Section 2. Owner's Responsibility. Except as provided in Section 1, above, all 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-Wide 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 is 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 Owner's sole cost and expense. The notice shall set forth with reasonable particularity the maintenance, repairs, or replacement deemed necessary. The Owner shall have ten (10) days within which to complete such maintenance, repair, or replacement, or, in the event that such maintenance, repair, or replacement is not capable 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 Walls. (a) General Rules of Law to Apply. Each'wall built as a part of the original construction of the Units which shall serve and separate an~ two (2) adjoining Units shall constitute a party wall and, to the extent not inconsistent with the provisions of this Section, the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply thereto. (b) Sharinq of ReDair and Maintenance. The cost of reasonable repair and maintenance of a party wall shall be shared by the Owners who make use of the wall in equal proportions. (c) Damaqe and Destruction. If a party wall is destroyed or damaged by fire or other casualty, 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 Page 8 proportions without prejudice, however, to the right of any such Owners to call for a larger contribution from the others under any rule of law regarding liability for negligent or willful aQts or omissions. (d) Riqht to Contribution Runs With Land. The right of any owner to contribution from any other owner under thi~ 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 arising concerning a.party wall, or under the provisions of this Section, each party shall appoint one (1) arbitrator. ~hould 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 Use Restrictions 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 right 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 an~ to restrict 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, cancelled, or modified in a regular or special meeting by the vote of Members holding a Majority of the total votes in the Association and by the consent of the De61arant (so long as the .Declarant has an option unilaterally to subject additional property to this Declaration 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 written 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 residence on a Unit may conduct such ancillary business activities within the Page 9 residence, so long as (a) the existence or operation of tha business activity is not apparent or detectable by sight, sound, or smell from the exterior of the residence; (b) the business activi%y does not involve persons coming onto the Community who do not reside in the Community or door-to-door solicitation of residents of the Community; (c) the business activity conforms to all zoning requirements for the Community; and (d) the business activity is consistent with 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 servid%s to persons other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (i) the activity is engaged in full or part-time; (ii) the activity is intended to or does generate a profit; or (iii) 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. Siqns. No sign of any kind shall be erected by an Owner within the Community without the written consent of the Board. The Board 'shall have the right to erect reasonable and appropriate signs. Section 4. Parkinq and Garages. The term "vehicles", as used in this provision, shall include without limitation, motor homes, boats, trailers, motorcycles, minibikes, scooters, go-carts, trucks, campers, buses, vans, and automobiles. All vehicles shall be parked w~thin garages, driveways or other paved parking areas located on a Unit except that guests and service vehicles may park along streets for reasonable periods of time as determined by the Board. Parking in yards is prohibited. If the Unit includes a garage with exterior doors, the doors shall be kept closed at all times, except during 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, boat 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 Page 10 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. purposes. Leasinq. Units may be.leased for residential Secti6n 6. Occupants Bound. Ail provisions of the Declaration and of any rules and regulations or use restrictions promulgated pursuant thereto which govern the conduct of Owners and which provid~ for sanctions against Owners shall also apply to all occupants of any Unit. Section 7. Animals and Pets. No animals, livestock, or poultry of any kind may be raised, bred, kept, or permitted on any Unit, with the exoeption of dogs, cats, or other usual and common household pets in reasoh~ble 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 whole or in part, for the s%orage of any property or thing that will cause such Unit to appear ~o 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 embarrassment, 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. UnsiGhtly or Unkempt Conditions. The pursuit of. hobbies or other activities, including specifically, without limiting the generality of the foregoing, the assembly and disassembly of motor vehicles and other mechanical devices, which Page 11 might tend to cause disorderly, unsightly, or unkempt conditions, shall not be pursued or undertaken in any part of the Community. Section 10. Architectural Standards. No exterior construction, alteration, addition, or erection or any nature whatsoever shall be commenced or placed upon any part of the Community, except such as is installed by the Declarant or Hayes- Johnson Co.mmunities, Inc. 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 been submitted in writing to and approved by the Board or its designee. The Board or its designee may promulgate written guidelines for the exercise of this review. The Board or its designee shall be the sole arbitrator 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 trespass 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 t~e 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 ~f Peachtree City, Georgia. Section 11. Antennas. No exteri0~ antennas, aerials, satellite dishes, or other .apparatus for transmission of television,,radio; sateilite or other signals of any kind shall be placed, allowed, or maintained upon an~ portion of the Community, including any Unit, without the prior written consent of the Board or its 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, Garbaqe Cans, Woodpiles, Etc. Ail 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. Page 12 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 reserves the right to replat any Unit or Units owned by Declarant or Hayes-Johnson Communities, Inc. Any such division, boundary line change, or replatting shall not be in violation of the applicable subdivision and zoning regulations~ Section 14. Local Ordinances. 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 Co.mmunity. ARTICLE VII Insurance and Casualty Losses Section 1. ~nsurance for Common Property. The Association's Board of Directors or it§~ duly authorized agent shall have the authority to and shall obtain 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 co~er the full replacement cost of any repair or reconstruction in the event of damage or destruction from any such hazard. The Board shall obtain 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 a% 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 obtained by the Board of Directors shall be written in the name of the Association, as trustee, for the respective benefitted parties, as further identified in subparagraph (b), below. Such insurance shall be governed by the provisions hereinafter set forth: (a) Ail policies shall be written with a company licensed to do business in Georgia and holding a rating of XI or better in the Financial Category as established by A.M. Best Company, Inc., if available, or, if not available, the most nearly equivalent rating. Page 13 (b) Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Association's Board of Directors; provided, however, no Mortgagee h~ving an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. (c) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought i~to contribution with insurance purchased by individual Owners, occupants, or their Mortgagees, and the insurance carried by the Association shall be primary. (d) Ail 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, GeoYgia, 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: (i) 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; (ii) a waiver by the insurer of its rights to repair and reconstruct instead of paying cash; (iii)that no policy may be cancelled, invalidated, or suspended on account of any one or more individual Owners; (iv) that no policy may be cancelled, 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 and 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 cancelled or substantially modified without at least ten (10) days' prior written notice to the Association. Page 14 In addition to the other insurance required by this. Section, the Board 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 cancelled or substantially modified without at least ten (10) days' prior written notice to the Association. The Association shall also obtain construction code endorsements, steam boiler coverage, and flood insurance, if and to the extent necessary to satisfy the requirements of The Mortgage Corporation or the Federal National Mortgage Association. Section. 2. Individual Insurance. Each Owner shall carry blanket all-risk casualty ihsurance 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 hazard and shall name the Association as an additional insured. If all-risk coverage is not reasonably available, Owners shall obtain, at 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. Damaqe and Destruction. (a) I~ General. Immediately afteu 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 proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Kepair or reconstruction, as used in this paragraph, means repairing or restoring the property to substantially the same condition and location that existed prior to the fire or other casualty. (b) ~epair 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 Association vote and the Declarant (so long as Page 15 the Declarant has an option unilaterally to subject additional property to this Declaration as provided in Article IX), shall otherwise agree. If for any reason either the amount ~f 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 a3ailable to the Association within such period, then the period s~all 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 reconstructed. If the ~amage 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 made in like manner at any time during or following the completion of any repair or reconstruction. If the funds available from insurance exceed the costs of repair or reconstruction or if the improvements are not repaired or reconstructed, such excess shall be deposited to tke benefit of the Association. 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, tken 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. Damaqe and Destruction -- ~nsured by 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. Alternatively, 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 been 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 Page 16 property to this Declaration as provided in Article. IX) shall otherwise agree, the Association shall restore or replace such improvements so taken on the remaining land included in th~ Common Property to the extent lands are available therefor. The provisions of Article VII, Section 3, above, applicable to Common Property improvements damage, shall govern ~ replacement or restoration and the actions to be taken in th~ event that the improvements are not restored or replaced. ARTICLE IX Annexation of Additional Property Section 1. Annexation Without Approval of Membership,. (a) As the owner thereof or, if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege; and opt%pn from time to time at any time until December 1, 1998, to subject any real property adjacent to and contiguous with the Community 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 Fayette Court 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 and 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's reDerved 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. AnneXation With Approval of Membership. 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 propert~ 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 Fayette County, Georgia, a Supplementary Declaration in respect bo 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 Page 17 therein. The time within which and the manner in which notice of any such meeting of the Members of the Association called for the purpose o~ determining whether additional property shall be annexed, and the quorum required for the transaction of business at any such meeting, is specified in the By-Laws of tke Association. ARTICLE X Mortgaqee Provisions The following provisions are for the benefit of holders of first Mortgages on Units in the Community. The provisions of this Article apply to both this Declaration and to the By-Laws, notwithstanding any other provisions contained herein. Section 1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage, who provides written request to the ~ssociatiq~ (such request to state the name and address of such holder, insurer, or guarantor and the Unit number) (therefore becoming an "eligible holder"), will be entitled to timely written notice of: (a) any condemnation loss or any casualty loss which affects a material portion of ~he Community or which affects any Unit on which there is a first 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 tks Declaration or By-Laws of the Association which is not cured within sixty (60) days; (c) any lapse,'cancellation, or material modification of any insurance ~olicy maintained by the Association; or (d) any proposed action which w0uld require the consent of a specified percentage of Mortgage holders. Section 2. Special FHLMC Provision. So tong 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 insuring 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 Owners other than the Declarant give their consent, the Association shall not: (a) by act or omission seek to abandon~ partition, subdivide, Page 18 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 vith 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 be 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 exterior appearance and maintenance of Units and of the Common Property (The issuance and amendment of architectural standards, procedures, rules, and regulations or use restrictions shall not constitute a change, waiver, or abandonment within the meaning of this subsection.); (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 otherwise 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 are in default and which may or have become a charge against the Common Property and may pay overdue premiums 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 reimbursemgnt from the Association. Section 3. No Priority. No provi'sion 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 furnish to the Association the name and address of the holder of any mortgage encumbering such Owner's unit. Section 5. Amendments by Board. Should the Federal National Mor{gage Association or the Federal Home Loan Mortgage Corporation Page 19 subsequently delete any of their respective requirements which necessitate the provisions of this Article or make any such requirements less stringent, the Board, without approval ~,of the Owners, may cause an amendment to this Article to be recorded to reflect such changes. Section 6. VA/HUD A~proval. As long as the D~clarant has the right to .appoint and remove 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 any Mortgage in the Community): .annexation of additional property to the Community, except for annexation by Declarant in accordance witk 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. Applicability of this Article~ Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under the Declaration, By-Laws, or Georgia law for any of the acts set out in this Article. Section 8. Failure of Mortqaqee to Respond. Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days of the date of the Association's request. Article XI Easements section 1. Easements for Encroachment and Overhanq. There shall be reciprocal appurtenant easements for encroachment and overkang as between eack Unit and such portion or portions of the Common Property adjacent thereto or as between adjacent units due to the unintentional placement or settling or shifting 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 part of an Owner, tenant, or the Association. Page 20 Section 2. Easements for Use and Enjoyment. (a) Every Owner of a Unit shall have a right and easement of ingress and egress, use and enjoyment in and to the Common Property which shall be appurtenant to and shall pass with the title to his Unit, subject to the following provisions: (i) the right of the Association 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; (i~) 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 unpaid3 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, repairing or improving any facilities located or to be located thereon, and give as security for the payment 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 be subject and subordinate to any rights, interest, options, easements, and 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 (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 right of the Association to dedicate or transfer all or any portion of the Common Property subject to such conditions as may be 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-thirds (2/3) of the total Association and by the Declarant (so long as the Declarant has an option Page 21 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 her3right 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 reserved 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 serving the Community or any portion thereof, including, but not limited to, gas, Water, sanitary sewer, telephone and electricity, as well as 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 expressly 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. Easement for Entry. 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, 0and similar emergency personnel in the performance of their~respective duties. Except in a~ 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 right of the Association to enter a Unit to cure any condition which- may increase 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. Easements to Serve Additional Property. The Declarant and its duly authorized agents, representatives, and employees, as well as its successors, assigns, licensees, a~d mortgagees shall have and hereby reserves a perpetual, nonexclusive easement over the Common prOPerty for the purposes of ingress and egress, enjoyment, use, access, and development of any property annexed to the Community pursuant to Article IX hereof. This Page 22 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. Declarant, its 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, but shall not be responsible for any costs associated with other maintenance, repair, or replacement~ of the Common Property. Article XII General Provisions Sectio~ 1. Enforcement. Each Owner and every occupant of a Unit shall comply strictly with the By-Laws, the rules and regulations, the use restrictions, as they may be lawfully amended or modified from time to time, and with the covenants, conditions, and restrictions ~et forth in this Declaration and in the deed to his or her Unit, if any. ~he 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-HelD. 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 nules 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 intent to exercise self-help. All costs of self- help, including reasonable attorney's f~es actually incurred 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 tke benefit o~ and skall be enforceable by the Association or any Owner, their respective legal representatives, 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 certain uses may run, any provision of this Declaration affected by the law shall run 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 Page 23 least two-thirds (2/3) of the record Owners and an attorney's affidavit confirming ownership of the Units or such lessor requirement as provided in O.C.G.A. § 44-5-60. 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 unilatera!!~ at any time and from time to time by Declarant (a) if such amendment'is necessary to bring any provision hereof into compliance with any applicable governmental statute, rule, or regulation or judicial determination which shall be in conflict therewith; (b) Lf such amendment is necessary to enable any reputable title insurance cbmpany to issue title 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 Corporation, to enable such lender or purchaser to make or purchase mortgage loans on the Units subject to this Declaration; or (d) if such amendment is necessary to enable any governmental agency or reputable private insurance company to insure mortgage 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 additional property 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 above, this Declaration may be amended upon the affirmative vote or written consent, or any combination thereof, of Members holding at least twg-thirds (2/3) of the total Association vote and the consent of the Declarant (so long as Declarant has the right unilaterally to subject additional property to this Declaration). Amendments to this Declaration shall become effective upon recordation in the Fayette 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 part 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 Community. Page 24 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. Severability. Whenever possible, each provision of this Declaration shall be interpreted in such~anner 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. Captions. The captions of each Article and Section hereof, a~ 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. Section 9. Preparer. This Declaration was prepared by Glover & Davis, P.A., attorney~ at law, Suite 130, 200 Westpark Drive, Peachtree City, Georgia, 30269. Section 10. Conveyances of Common PropertV. The Association shall accept such conveyances of Common Property as are made from time to time to the Association by Declarant. Section 11. Perpetuities. If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violhtion of the rule against perpetuities, then such provisioqs shall continue only until twenty-one (21) years after the death o~ the last survivor of the now living descendants of Elizabeth, Queen of England. Section 12. Indemnification. In accordance with the Georgia Nonprofit 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 then 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, if 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 Page 25 determination that indemnification of tke person is proper under the circumstances. Section 13. Construction and Sale Period. Notwithstanding any provisions contained in this Declaration to the contrary, Declarant hereby expressly reserves unto itself and its successors and assigns a non-exclusive, perpetual right,% privilege, 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 th~ Community and any other property now owned or which may in the future be owned by Declarant (such other property is hereinafter referred to as "Additional Property"). The reserved easement shall constitute a burden on the tit~e to the~ommunity and specifically includes, but is not limited to: (a) the right of access, 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, and waLkways; and the right to tie into and/or otherwise connect and use (without a tap-on or any other 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, use, and enjoy signs, model residences, and sales offices in the Community. (c) no rights, privileges, 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 surrehdered, conveyed, or released unless and until and except by delivery of a quit-claim deed from Declarant releasing such right, privilege, or easement by express reference thereto. Section 14. Contracts Executed During Dec'larant Control. All contracts or leases executed by or on behalf of the Association prior 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 ninety (90) days' written notice. Page 26 Section 15. Books and Records. (a) .Inspection by Members and Mortqagees. This Declaration, the By-Laws, copies of the 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 AssoGiation or by his duly appointed representative and by holders, insurers, or guarantor~ of any first Mortgage at any reasonable time 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 Inspection. The Board shall establish reasonable rules with respect to: (i) n6tice to b'~ given to the custodian of the records; (ii) hours and days of the week when such an inspection may be made; and (iii) paymen~ of the cost of reproducing copies of documents. (c) Inspection by 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. Financial Review. A review'of the accounts of the Association shall be made annually in't~e manner as the Board of Directors may decide; provided, however, after having received the Board's 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 written request of any institutional holder of a first 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 info£mation as the Board may reasonably require. Section .18. Variances. Notwithstanding anything to the contrary contained in this Declaration, the Board of Directors or Page 27 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 Df 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 security 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 liabl~ for any loss or damage by reason of failure to provide adequate security o-r ineffectiveness of security measures undertaken. IN WITNESS WHEREOF, the undersigned, being the duly appointed officers of Declarant herein, have executed this instrument and affixed the corporate seal this day of , 19 HAYES-JOHNSON ~i~i~'~, INC. Signed, sealed, and delivered this day of 19 . BY: TITLE: ATTEST: TITLE: (coRP. SEAL) WITNESS Notary Public, State of Georgia MY COMMISSION EXPIRES: Page 28 The following signatures are provided to evidence the consent and acknowledgment of the undersigned to the applicability of the foregoing to all property constituting the Community 9nd the undersigned hereby subordinate any interest now or hereafter held by the undersigned in and to any portion of the Community to the foregoing Declaration HAYES-JOHNSON COMMUNITIES, INC. Signed, sealed, and delivered this day of 19 BY: TITLE: ATTEST: TITLE: (CORP. SEAL) WITNESS Notary Public, State of Georgia MY COMMISSION EXPIRES: Signed, sealed, and delivered this day of 19 BANKSOUTH MORTGAGE, INC. BY: TITLE: ATTEST: TITLE: (CORP. SEAL) WITNESS Notary Public, State of Georgia MY COMMISSION EXPIRES: Page 29 Exhibit "A" Definitions The following words, when used in this Declaration or in any Supplementary Declaration (unless the context shall prohibit), shall have. the following meanings: (a) "Association" shall mean and refer to The Cypress Pointe Community Association, Inc., a nonprofit Georgia corporation,, its successors and assigns. (b) "Board of Directors" 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" s~all refer to the By-Laws of Cypress Pointe Community Association, Inc., attached to this Declaration as Exhibit "C" and incorporated therein by this reference. (d) "Common Property" shall mean any and all real and personal property and easements and other interests therein, together 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); and (ii) such additions thereto as'may be made by the Association by Supplementary Declaration o~ other real property. (f) "Community-Wide Standard" shal~ mean the standard of conduct, maintenance/or other activity generally prevailing in the Community., Such standard may be more specifically determined by the Board of Directors of the Association. (g) "Declaran%" shall mean and refer to Hayes-Johnson Development, Inc., a Georgia corporation, and the successors-in- title and assigns of Hayes-Johnson Development, Inc. provided any such successor-in-title or assign shall be designated as the "Declarant" by Hayes-Johnson Development, Inc., in an instrument recorded in the Fayette County, Georgia records. (h) "Majority" means those eligible votes, Owners, or other group as the context may indicate totalling more than fifty (50%) percent of the total eligible number. Page 30 EXHIBIT "C" BY-LAWS OF ~ ~HE CYPRESS POINTE COM14UNITY ASSOCIATION, INC. Page 31 - TABLE OF CONTENTS - NAME, MEMBERSHIP, APPLICABILITY, AND DEFINITIONS Name ..................... 2. hembership ............ 3. Definitions ............... II. ASSOCIATION: MEETINGS, QUORUM, VOTING, PROXIES 1 2 3 4 5 6 7 8. 9. Place of Meetings ....... First Meeting and Annual Meetings Special ~eetings .......... Notice.of Meeting? ........ Waiver of Notice .......... Adjournment of Meetings ...... Voting ............ . ......... Proxies ................ Quorum .............. III. BOARD OF DIRECTORS: NUMBER, POWERS,.MEETINGS ComDosition and Selection. Governing Body; Composition ....... Directors Appointed by Declarant Number of Directors ...... Nomination of Directors ........ Election and Term of Office , ..... Removal of Directors ..... ~ ..... Vacancies .......... . . 9. 10 11 12 13 14 15 16 17 Meetinqs. ~rganization Meetings ... Regular Meetings .............. Special Meetings .......... Waiver of Notice ...... Quorum of Board of Directors .......... Compensation ................. Open Meetings ........ Executive Session ....... Action Without a Formal Meeting ...... Telephonic Participation ...... Paqe 3 3 3 3 3 4 4 Page 32 C. Powers and Duties 18. Powers ................ 19. Management Agent ................ 20. Borrowing ................ 21. Fining Procedure . ~ IV. OFFICkRS 1. Officers ................ 2. E~ection, Term of Office, and Vacancies ..... 3. Removal . 4. President . 5. Vice President' 6. Secretary . . 7. Treasurer 8. Kesignation . '- V. COMMITTEES 1. General ...... VI. MISCELLANEOUS 1. Fiscal Year ..... 2. Parliamentary Rules . 3. Conflicts 4. .Amendment ..... 10 10 10 10 Page 33 BY-LAWS OF THE CYPRESS POINTE COMMUNITY ASSOCIATION, INC. Article I ~ Name, Membership, Applicability, and Definitions Section 1. Name. The name of the Association shall be The Cypress Pointe Community Association, Inc., (hereinafter sometimes referred to as the "Association"). Section 2. Membership. The Association shall have one class of membership, as set forth in that Declaration of Covenants, Conditions, and Restrictions for Cypress Pointe, (this Declaration, as amended, renewed, o~ extended from time to time, is hereinafter sometimes referred to as ~e "Declaration"), the terms of which pertaining to the 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: Meetinqs, Quorum, Votinq, Proxies Section 1. Place of Meetings. 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 Meetinq and Annual'Meetings. 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 (60) 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 first day following which is not a legal holiday (excluding Saturday and Sunday). Section 3. Special Meetinqs. The President may call 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-fiv~ (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. Page 34 Article III Board of Directors: Number, Powers, MeetinQs A. ComDosition and Selection. Section 1. Governing Body; Composition. %The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Article, 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. Directors Appointed by D~clarant. Hayes- Johnson Development, Inc. as Declarant shall have the right to appoint or remove all members of the Board of Directors and all officers 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 ( ) Units have been conveyed to Persons other than the Declarant or Hayes-Johnson Communities, Inc.; or (c) the surrender by Declarant in writing of the authority to appoint and remove directors and Qfficers 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 are set forth in the Articles of Incorporation of the Association. Section 3. Number of Directors. The Board shall consist of three to five (5) members, the exact number, to be set by the Declarant. Section 4. Nomination of Directors. Elected Directors shall be nominated from the floor and may also be nominated by a Nominating 9ommittee, if such a committee is established by the Board.. All candidates shall have a .reasonable opportunity to communicate their qualifications to the Members and to solicit votes. Section 5. Election and Term of Office. Not later than thirty (30) days after termination of the Declarant'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 Majority of the directors shall expire two (2) years after the first annual meeting following termination of the Declarant'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 Page 3 term of two (2) years. The members of the Board of Directors shall hold office until their respective 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 ~hus created. A Director whose removal has been proposed by the Owners shall be given at least ten (10) days' notice of the call of the meeting and 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 reason, 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, at any meeting of the Board of Directors. Each Person ~o selected shall serve the unexpired portion of the term. B. MEETINGS. Section 8. Orqanization Meetinqs. 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. ~eqular Meetinqs. Kegular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a Majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter. Notice of the regular schedule shall constitute sufficient notice of such meetings. Section 10. Special Meetinqs. 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 the nature of any Page 4 special business to be considered. The notice shall be.given to each Director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the Director or to a Person at the Director's home or office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telegram, charges prepaid. All such notices~shal! be given or sent to.the Director's address or telephone number as shown on the records of the Association. Notices sent by first 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 delivery, telephone, or telegraph company shall be given at 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 meeting duly held after regular call and notice, if (a) a quorum is present, and (b) 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 approval of the minutes. The waiver of notice or consent need not specify ~he purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without 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 transaction 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 transact 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 time not less than five (5) nor more than thirty (30) days from the time that the original 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. ~omDensation. 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. ODen Meetinqs. Ail 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 Page 5 authorized by the Board. Section 15. Executive Session. The Board may adjourn 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 first be announced in open session. Section 16. Action Without a Formal Meetinq. 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. Telephonic Participation. One or more directors may participate iD and vote during any regular or special meeting of the Board by telephone conference call or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and those directors participating by telephone shall 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 Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are 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 any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and Re 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; (c) providing for the operation, care, upkeep, and maintenance of all areas which are the maintenance responsibility of the Association. (d) designating, hiring, and dismissing the personnel Page 6 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; (e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds ~o administer the Association. (f) making and amending use restrictions and rules and regulations; (g) opening of bank accounts on behalf of-the Association and designating the signatories required; (h) enforcing by legal means the provisions of the Declaration, thes~ By-Laws. z and the rules 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; (j) 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 ~o~ the performance of various duties and functions. The Board shall have the power to enter into common management agreements with trusts, condominiums, or other ~ssociations. 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. Manaqement Aqent. 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. Borrowing. The Board of Directors shall have the power to borrow money for the purpose of repair or restoration Page 7 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 ~pecial assessments, in the event that the proposed borrowing is ~or the purpose of modifying, improving, or adding amenities, and the total amount of such borrowing exceeds or would exceed Ten Thousand ($!0,000.00) Dollars outstanding debt at any one time. Section 21. Fininq Procedure. 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) th? nature of the violation and the fine imposed; (ii) that the vitiator may, within ten (10) days from the date of the notice, request a hearing regarding the fine imposed; (iii) the name, address and telephone number of a person to contact to challenge the fine; (iv) that any statements, evidence, and witnesses may be produced by the violator at the hearing; (v) that all rights to have the fine reconsidered are waived if a hearing is not requested within ten (10) days of the date of the notice. (b) Hearing. If a hearing is requested, it shall be held before the Board in executive session, and th~ alleged violator shall be given a reasonable opportunity to. be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. Article IV Officers Section 1. Officers. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. Any two or more offices may be held by the same Person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the members of the Board of Directors. Section 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 otherwise may be filled by the Board of Directors for the unexpired portion Page 8 of the term. Section 3. Removal. Any officer may be removed~by the Board of Directors whenever, in its judgment, the best interests of the Association will be served thereby. Section 4. President. The President sh~ll be the chief executive, officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation Code. Section 5'~ Vice President. The Vice President shall act in the President's absence and shall have all powers, duties, and responsibilities ~rovided for the President when so acting. Section 6. Secretary. 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 secretary of a corporation organized in accordance with Georgia law. Section 7. Treasurer. The Treasurer 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 be designated by the ~oard of Directors. Section 8. Resiqnation. 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 unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Article V Committees 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. Page 9 Article VI Miscellaneous Section !. Fiscal Year. The fiscal year of the Association shall be determined by resolution of the Board. In ~he 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 proceedings, 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 th~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 necessary to bring any provision into compliance with any applicable governmental 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 private insurance company tin insure Mortgage loans on the Units subject to the Declaration. However, any such amendment shall not adversely affect the title to any Owner's Unit unless any Unit Owner consents to the amendment in writing. Further, so long as Declarant has the right unilaterally to subject additional property 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 addition to the above, these By-Laws may be amended upon the affirmative vote or written consent, or any combination of affirmative 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 option unilaterally to subject additional property to the Declaration as provided in Article IX of the Declaration). Amendments to these By-Laws shall Page 10 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 Declarant's prior written consent so long as the Declarant owns any property in the Community, or subject to annexation to the Community, primarily for development and/or sale. Notwithstanding the above, VA and HUD shall have the right to veto amendments to these By-Laws for as long as the Declarant has the right to appoint directors and officers of the Association under Article III, Section 2 of these By-Laws. Page 11 EXHIBIT "B" ProDerty Submitted cyrespo, iht/cypress, coy