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Georgian Park CondominiumsFILED & RECORDED FAYETTE COUNTY, gA. '97 OCT 17 AFl 10 22 EDWIN M. CECCARELLI ATTORNEY AT LAW 237 ROSWELL STREET MARIETTA, GEORGIA 30060 ~.,A. BALLA~D. CLERK DECLARATION OF CONDOMINIUM FOR GEORGIAN PARK CONDOMINIUMS THIS INSTRUMENT ESTABLISHES THE CONDOMINIUM FORM OF OWNERSHIP FOR THE PROPERTY DESCRIBED HEREIN PURSUANT TO GEORGIA CONDOMINIUM ACT, O.C.G.A. SECTION 44-3-70, ET SEQ. CONDOMINIUM PLAT RECORDED AT CONDOMINIUM PLAT BOOK _d_ , PAGE ~ t~ CONDOMINIUM PLANS FILED IN FOLDER NO. ~-~ , CONDOMINIUM CABINETNO. ~ DECLARATION OF CONDOMINIUM FOR. GEORGIAN PARK CONDOMINIUMS TABLE OF CONTENTB Article ! Name ...................... -i- Article 2 2.1 "Act". ...................................................... - 1 - 2.2 "Articles of Incorporation" ........................................................................... -2- 2.3 ,A$$ocJalJoIl" ..................................................................... -2- 2.4 ~ .............................................................. -2. 2.3 :~3xla.va2 ........................................................................... -2- 2.6 ~ ........................................................... -2. 2.7 "Common Expenses" ........................................................... -2- 2.8 ~ .................................................................. -2- 2.9 "Condominlgm Instruments" ................................................... -2- 2.10 "Limited Common Elements". .................................................. -2- 2.11 ~ ........................................................................... -2- 2.12 ~ .......................................................................... -3- 2.13 ~ ........................................................................ -3- 2.14 "Occupant". ......................................................................... -3- 2.15 "Owner". .......................................................................... -3- 2.16 "Person". ........................................................................... -3- 2.17 "p[ans" .............................................................................. -3- 2.18 "PI~", ............................................................................ -3- 2.19 "UniC ............................................................. -3- A_-.icl~ 3 Description of Submitted Properl3, ............ -3- 3.2 ~ ..................................................................... .3- Article 4 Units and Bgundafies ................. -4- 4.1 Units ................................................................................ -4- 4.2 Horizontal (Upper and Lower~ Bourl~laries ..................................... -4- 4.3 ~ ............................................................... -4- PAGE 038 4.4 ~ ....................................................................... -4- 4.5 Unit Number ....................................................................... 4- 4.6 Subdivision and Partition of Units: Relocation of Boundaries .................. -4- Article $ Common Elements ........................... -$- Article 6 - Limited Common Elements .................. 5- 6.1 Limiled Common Elements ..................................................... -5- 6.2 ~sJgru]~ ........................................................................ -6- Article 7 Association Membership and Allocation of Votes... -6- Article g Allocation of Liability for Common Expcnse~... -6- 8. I Determination 9f Amounts ...................................................... -6- 8.2 Liability for A~essments ......................................................... -6- 8.3 Equitable Assessment for Limited Common Element Expenses ............. -7- 8.4 Assessment for Exclusive Benefit of Particular Units ............................ -7- ~.5 ~ ................................................................ -7- 8.6 ~ ...................................................................... 8.7 Statement o£Account ............................................................... -8- 8.8 Surplus Funds and Common Profit~ ............................................... -8- Article 9 Association Ri~ts and RcsL,'ietions .................... 9.1 ~ ................................................................. 9.2 ~ ...................................................................... -8- 9.3 Restrictions on Powers ........................................................... -9- 9.4 ~ ..................................................................... -9- Article 10 I~urancc............................... -9- ~o.1 h~m~.f,o=,m~ ................................................................. -9. 10.2 ~ .................................................................. -9- 10.3 Adjustment of Losses ............................................................... -10- 10.4 Individual Insurance by Unit Owners ............................................. -10- 10.5 Handlin_~ of Casualtylnsurance Proceeds ......................................... -10- 10.6 Damage and Destructiorl ............................................................ -1 I- -ii- Article I 1 Repair and Reconstr~c~jgn ...................... -12- 11.1 D¢lerminln_~ Action to be Taken ................................................. -12- 11.2 ~ ......................................................................... 12- 11.3 Plans and Specifications ............................................................ -12= 11.4 ~ ....................................................................... =13- 11.$ ~ ................................................................... -13- Article 12 Architect~tral CoIltrols .......................... - 13- 12.1 ~rchiteetural Standards ............................................................. - 14- 12.2 Condition of Approval .............................................................. -14- 12.3 Limitation of Liabilltv ............................................................... -14- 12.4 ]% Waiver of Future Approvals .............. : ..................................... -14- 12.5 Enforcement .......................................................................... -14- 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13 Article 13 Residenti~.l Use ........................................................................ = 15- Rubbish. Trash and Garbage ........................................................... -16- SubdMsion ofU~ ~d Use ofPro~ Ou~ide Un[~ ............................ -16- Impatient of U~ts and ~ements ................................................... -16- ~ ................................................................................. -16- Nu~s~ ................................................................................. -16- Unsi~htl~ or U~empt Co~itions ...................................................... -16- .................................................................................... -t6- ....................................................................... -17- Heating of Units in Colder Monks ..................................................... -I 7- Article 14 Restriction on Leasing of Units ............................... -17- 14.1 I~_u _rposes ................................................................................. -17- 14.2 ~ ................................................................................ -17- 14.3 ~~~ .................................................................. -17- 14.4 "Restricted Leasiniz Status" ................................................................ -18- I4.5 RcstHctiononLeaslng .................................................................... -18- 14.6 .~ ........................................................................... -18- 14.7 ....................................................................... -18- 14.8 ~lgtlce ....................................................................................... -19- 14.9 Mortgagee Exemption ............................................................. -19- -iii- 15.1 15.2 15.3 15.4 15.5 15.6 15.7 15.8 15.9 15.10 Article 15 ~ .......................... -19- Repair or Restoration ................................................................ - 19- Termination After Destruction or Condcmnation ................................. -19- Reallocation .......................................................................... -20- Termination .......................................................................... -20- Assessment Liability of'Mortgagees ................................................ -21- Request for Notice of Certain Actions ................................................ -21- No Restrictions on Sales and Leasing ............................................... -22- Eligible Mortga_~e Holder ............................................................. -22- No Reduction In Reo_uirements ..................................................... -22- Article 16 Maintenance Resvonsibility ....................... -22- 16. I b..g._lJl.~_.Q.um~ ' · ............................................... -22- 16.2 I~ ..................................................................... -23- 16.3 Fi~ilure to Maintain ....................................................................... -23- 16.4 Malntenan~e Standards and Interpretation. ............................................ -24- Article 17 Article 18 E~m~nts ................................. -24- 18.1 ~ ................................................................... -24- 18.2 ~ ....................................................................... -25- 18.3 ~ ........................................................................... -25- !8.4 ~ .......................................................................... -25- 18.5 Prohibited Work ......................................................................... -25- Article 19 [2r..c2m~al2d~ ..................................... -25. 19.1 ~ ...................................................................... -25- 19.2 Easement ............................................................................... -25- 19.3 Control .................................................................................. -26- 19.4 Sales Activity ........................................................................... -26- Article 20 Article 21 ~ ............................. -26- -iv- Article 22 Gener~ ..................................... -27- 22. l Severabilitv ......................................................................... -2'/- 22.2 ~Cnptions .............................................................................. -27- 22.3 Noticcs ............................................................................... -27- 22.4 t~e _rpetuilics ........................................................................... -28- 22.$ ~ ...................................................................... -28- 22.6 I~¢¢uritv ................................................................................ -28- 22.7 ~ .......................................................................... -28- 22.8 preparer .... :~' ............................................................................. -29- CONSENT OF LIEN HOLDER ATrAC/-IMENJ' P~ROPERTY DESCRIPTION EXHIBIT "A" pERMITTED TITLE EXCEPTIONS EXHIBIT "B" DYLAWS OF GEORGIAN PARK CONDOMINILrM ASSOCIATION. INC. EXHIBIT "C" .%,. CORPORATIONS DIVISION Suitm 315, West Tower 2 Martin Luther .King Jr., Drive Atiantm Georgia 30334-1530 (404) 657-1375 -retary of State His ~. Massey TRANS/~ITTAL INFORMATION FOR GEORGIA PROF I T OR NONPROF IT CORPORAT IONS JO NOT WRITE IN SHAOED AREA - SOS USE ONLY NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE RERAINDER OF THIS FORM. INSTRUCTIONS ARE ON THE BACK OF THIS FORM. .. ?'7l State Zip CoDe NOTICE: THIS FORM DOES NOT REPLACE THE ARTICLES OF INCORPORATION. J~AIL OR DELIVER DOCURENTS AND THE SECRETARY OF STATE FILING FEE TO THE ABOVE AOORESS. DOCUMENTS SHOULD BE SUB~I~-FED IN THE FOLLOWING OROER. (A COVER LETTER IS NOT REQUIRED.) 1. FOR~ 227 - TRANS~I~-FAL FOR~ (AT'TACH SECRETARY OF STATE FILIN~ FEE OF $50.00 TO THIS FOR~) FEES ARE NON-REFUNDABLE. 2. ORIGINAL ARTICLES OF INCORPORATION 5. ONE COPY OF ARTICLES OF INCORPORATION I understand that the information on this form will be entered in the Secretary of State business registration database. I certify that a Notice of Incorporation or a Notice of Intent to Incorporate with a publishing fee of $~0.00 has been or will be mailed or delivered to the authorized newspaper as required by law. Author;zed Signature Date ( e rgi 30334-1 30 DOCKET NUMBER : CONTROL NUMBER : DATE INC/AUTH/FILED: JURISDICTION : PRINT DATE : FORM NUMBER : 97353o813 9736223 10/o8/1997 GEORGIA 12/19/1997 215 DAVID N. DOROUGH, JR. DODSON, FELDMAN & DOROUGH, LLP 6000 LAKE FORREST DRIVE,SUITE 300 ATLANTA GA 30328 CEF~TI F I ~.O COPY I, Lewis A. Massey, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that the attached documents are true and correct copies of documents filed under the name of GEORGIAN PARK CONDOMINIUM ASSOCIATION, INC. A DOMESTIC NONPROFIT CORPORATION Said entity was formed in the jurisdiction set forth above and has filed in the office of the Secretary of State on the date set forth above its certificate of limited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgia. This certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein. SECRETARY OF STATE orporat on artin lr. CONTROL NUMBER: 9736223 EFFECTIVE DATE: 10/O8/1997 COUNTY : COBB REFERENCE : 0047 PRINT DATE : 10/10/1997 FORM NUMBER : 311 EDWIN M. CECCARELLI,-ESQ. 237 ROSWELL ST MARIETTA GA 30060 CERTIFICATE OF INCORPORATION l, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that GEORGIAN PARK CONDORINIUM ASSOCIATION, INC. A DOSESTIC NONPROFIT CORPORATION has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated. WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above. SECRETARY OF._STATE ~ttite 315. ~ezt ~muer 2 fl~Iurtin ~uther ~King ~lr. ~r. ~.tluutu. ~eurgia RESERVATION NUMBER: EFFECTIVE DATE : EXPIRATION DATE : LICENSE NUMBER : CONSENT ON FILE : PRINT DATE : FORM NUMBER : 97181o198 o6/3o/1997 o9/28/1997 N/A N/A O7/O3/1997 506 EDMIN M CECCARELLI 237 ROSWELL STREET MARIETTA GA 30060 NAME RESERVATION CERTIFICATE I, Lewis A. Massey, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that the records of the Secretary of State have been reviewed and the name GEORGIAN PARK CONDOMINIUM ASSOCIATION is not identical to, and appears to be distinguishable from, the name of any other existing entity on file pursuant to Title 14 of the Official Code of Georgia Annotated. This certificate shall be valid for a nonrenewable period of ninety days from the date of this certificate. Please submit this original certificate with any subsequent formation filing. Name reservations are not renewable after expiration of the statutory reservation period stated above. SECRETARY OF STATE ARTICLES OF INCORPORATION OF GEORGIAN PARK CONDOMINIUM ASSOCIATION, INC. The name of the Corporation is: "Georgian Park Condominium Association, Inc." The street address of the initial registered office of the Corporation is 237 Roswell Street, Marietta, Georgia 30060. The county of the initial registered office of the Corporation is Cobb. The initial registered agent of the Corporation at that office is Edwin M. Ceccarelli. The name and address of the incorporator are: Edwin M. Ceccarelti, Esquire 237 Roswel! Street Marietta, Georgia 30060 The mailing address of the initial principal office of the Corporation is 101 South Fairfield Drive, Peachtree City, Georgia 30269. The Corporation is organized pursuant to the provisions of the Georgia Nonprofit Corporation Code (Official Code of Georgia Annotated Section 14-3-I01, et seq.) , and as contemplated by the Georgia Condominium Act (Official Code of Georgia Annotated Section 44-3- 100, et seq.). The Corporation shall have perpetual duration. A. The Corporation does not contemplate pecuniary gain or profit, direct or indirect, to its members. By way of explanation and not of limitation, the purposes for which the Corporation are formed are: 1. To be and constitute the Corporation as the Association to which reference is made in that certain Declaration of Condominium for Georgian Park Condominium (hereafter, the "Declaration"), recorded or to be recorded in the records of the Clerk of the Superior Court of Fayette County, Georgia, to perform all obligations and duties of the Association under the Declaration, to exercise all rights and privileges and perform all duties and obligations pfthe Association as set forth in the Georgia Condominium Act, and to exercise all rights and powers of the Association, ax specified in the Declaration, in the Bylaws of the Corporation (the "Bylaws"), and as provided by law; and to perform such related functions as the board of directors of the Corporation shall from time to time determine. 2. To be and constitute a condominium management association within the meaning of Section 528 of the Intemal Revenue Code of 1986; and 3. To provide an entity for the furtherance of the interests of the Owners of Units in the condominium development contemplated by the Declaration (the "Condominium"). B. In furtherance of its purposes, the Association shall have all of the powers conferred upon nonprofit corporations by common law and the statutes of the State of Georgia in effect from time to time, which unless indicated otherwise in these Articles, the Declaration or the Bylaws, ma3.' be exercised by the board of directors. 8. The Corporation shall be a membership corporation without certificates or shares of stock. Each record Owner ora Unit in the Condominium shall be a member and shall be entitled to vote as set forth herein, in the Declaration and in the Bylaws. Membership shall be appurtenant to and may not be separated from ownership of a Unit in the Condominium. The business and affairs of the Association shall be governed by a board of directors, the number, qualification and method of election of which shall be as set forth in the Bylaws. 10. To the fullest extent that the Georgia Nonprofit Corporation Code, as it exits on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director or the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation with reference to any event or events preceding or state of facts exi!iting at the time or such repeal or modification. 11. The Corporation may be dissolved only as provided in the Declaration, Bylaws and the laws of the State of Georgia. 12. The Corporation may merge or consolidate only as provided in the Declaration, Bylaws and the laws of the State of Georgia. 13. These Articles of Incorporation may be amended as by law provided pursuant to resolution duly adopted by the board of directors and by at least two-thirds of the Association vote and the consent of the Declarant, so long as Declarant owns any property for development and/or sale in the Condominium; provided, however, that no members shall be entitled to vote on amendments to these Articles of Incorporation for the sole purpose of complying with the requirements of any governmental or quasi-governmental entity authorized to fund, insure or guarantee mortgages on individual condominium units, as such requirements may exist from time to time, which amendments may be adopted by the board of directors upon receiving the vote of a majority of the directors then in office. 14. Unless otherwise defined herein, words and terms used in these Articles of Incorporation shall have the meaning ascribed or set forth in the Declaration, to which reference is hereby made. IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation. EDWIN M. CECCARELLI, Incorporator GEORGIAN PARK CONDOMINIUM DECLARANT'S COMMITMENT FOR IMPROVEMENTS Hyland Developers, Inc., the developer of Georgian Park Condominium (sometimes referred to as the "Declarant") makes no commitment that it will build and/or submit additional units, additional recreational or other facilities, or additional property to Georgian Park Condominium; provided however, the Declarant reserves the right to construct buildings and up to fifty-two total units on the Condominium property as shown on the Condominium Plat for Georgian Park, recorded at Plat Book 1, page 56, Fayette County, Georgia records, including portions thereof labeled as "Proposed Unit" "Not yet Begun" or "Under Construction". G 5DATA2\CLIENTS~DND\ 1292kDEV.WPD /H..y!an~t Developezs~c. ~ BY/rn~H~'~~Pre~~ ~ ~ONSENT OF LIEN HOLDER Fayette County Bank ("Lender"), as the holder of that certain Deed to Secure Debt dated Jan,,~ 30, 1997, recorded at Deed Book 1126, page 713, Fayette County, Georgia Records ("Security Deed"), encumbering that certain proper5' located in Land Lot 134 of the 7th District of Fayette County, Georgia (the "Property"), w~ch Property is described in the Security Deed and on Exhibit "A" to the Declaration of Condominium for Georgian Park Condominiums (the "Declaration") to which this consent is appended, hereby (a) consents to the~Declaration and the .~..bjection of the Property to the condominium form of ownership contemplated therein (b) subordinates the Security Deed to the Declaration, and O algees that any foreclosure of Lender's security title and interest under the Security Deed or any other liens that Lender holds shall be subject to the Declaration with respect to the Propen"y; provided, however, the security title and intere~ of Lender under the Security Deed shall not be abject to or subordina~: to any liens, claims, or other encumbrances arising under or pursuant to the Declaration, including, without limitation, any liens now existing or hereafter arising with respect to any assessments, special assessments or otherwise under or pursuant to the Declaration. Name: Pat Shepherd Title: President (BANK SEAL) Signed, sealed and delivered in the presence of: Uno fficial-V, ffi/tness .'... ,,lc....' ~'..~ ":' :"C'ommi'~sion Expiration Date: c0...~.,,~".~,:s,' '~,-:-, .. ~:: :. ~-~: F-.XHIBIT A BOOK 1189P .OE {)72 ALL THAT TRACT or parcel of land lying and being in Land Lot 134 of the 7th Land District of Fayette County, Georgia, shown and described as 5.50 acres, more or less, on that certain Property Survey prepared for John B. sherrel by M.T. Perdue, Georgia Registered Land Survey NO. 2261, dated June 23, 1995, (a copy of which survey is recorded on Page 259 of Deed Book 1023, Fayette County, Georgia Records, as Exhibit B to a certain Limited Warranty Deed recorded in Deed Book 1023, Page 252, a/'oresaid records), and being more particularly descril:~:l as follows: BEGIN at the point which marks the western end of the mitered intersection of the southeasterly fight of way line of Georgia State Rout~' 74 (fight of way varies) and the southwesterly fight of way of Georgian Park (130-foot fight of way), and run thence along said fight of way line of Georgia State Route 74 south 35 degrees 15 minutes 15 seconds west a distance of 315 feet to an iron pin set; nm thence south 55 degrees I 1 minutes 40 seconds east a distance of 240 feet to an iron pin set; run thence south 67 degrees 30 minutes 49 seconds east a distance of 100 feet to an iron pin set; nm thence south 78 degrees 24 minutes 9 seconds east a distance of 445 feet to an iron pin set; run thence north 27 degrees 21 minutes 40 seconds east a distance of 215 feet to an iron pin set on the southwesterly fight of way line of Georgian Park; run thence along said fight of way line of Georgian Park along an arc of a curve to the fight a distance of 200 feet, said arc being subtended by a chord bearing north 62 degrees 5 minutes 29 seconds west a distance of 199.45 feet and having a radius of 780 feet, to a point; ma thence along said right of way line north 54 degrees 44 minutes 45 seconds west a distance of 442.78 feet to an iron pin set at the eastern end of the mitered intersection of said fights of way lines of Georgia State Route 74 and Georgian Park; nm thence along said mitered intersection south 80 degrees 15 minutes 15 seconds west a distance of 106.07 feet to an iron pin set at the POINT OF BEGINNING. F-.XHIBiTA o o ° EXHIBITB .. All taxes for the year 1997 and subsequent years. Restriction contained in Limited Warranty Deed from Peachtree City Holdings, L.L.C. to John B. Sherrel dated November 8, 1995 and recorded in Deed Book 1023, Page 252, Fayette County, Georgia Records. Easement for water in favor of Fayette County dated January 14, 1988 and recorded in Deed Book 484, Page 347, aforesaid records. Right of ways deeds from The Equitable Life Assurance Society of the United States as follows: a. la favor of Georgia Department of Transportation dated Febn~ary 2, 1987 and recorded in Deed Book 440, Page 763, aforesaid records. b. In favor of the City of Peachtree City, dated December 21, 1994 and recorded in Deed Book 961, Page 11, aforesaid records. All such matters as would be shown and disclosed by a current, accurate survey and inspection of the subject property. B00 1189P 073 OOK ll 8 9 0 4 2 DECLARATION OF CONDOMINIUM FOR GEORGIAN PARK CONDOMINIUMS THIS DECLARATION is made by HYLAND DEVELOPERS, INC.., a Georgia corporation (hereinafter called the "Declarant"). - WHEREAS, Declarant is the fee simple Owner of that certain tract or parcel of land lying and being in Land Lot 134 of the 7th District of Fayet~e County, Georgia, as more particularly described in ~ attached hereto and incorporated herein by reference (hereinafter ca/led the "?roperty_"}, subject to the matters set forth on ~ attached hereto (the "PermiHed ~; and WHEREAS, certain improvements have been constructed on the Property as shown on the Plat(s) and the Plans which are referenced in Article 3 hereof; and WHEREAS, Declarant has duly incorporated Georgian Park Condominium Association, Inc. as a nonprofit membership corporation under the laws of the State of Georgia; and WHliREAS, the Declarant desires to submit the Property to the condomini,,m form of ownership pursuant to the provisions of the Georgia Condominium Act, as the same is in effect on the date hereof and the terms and condition hereinafter set out. NOW, THEREFORE, the Declarant does hereby submit the Property to the condominium form of Ownership pursuant to, subject to and in accordance with the provisions of the Act and the terms and conditions hereinafter set forth and subject to the Permitted Exceptions. Article 1 Name Then amc ofthecondominium is GeorgianParkCondominiums(hereinaf~erreferred to as the "Condominium"). Article 2 Definitions The terms used in this Declaration, the Bylaws, and the Articles of Incorporation shall have their normal, generally accepted meanings or the meanings given in the Act or the Georgia Nonprofit Corporation Code. Certain terms used in this Declaration, and the Bylaws and the Articles of Incorporation shall be defined as follows: 2. I "Act" means the Georgia Condominium Act, O.C.G.A. Section 44-3-70 through Section 44-3-116, as amended from time to time. 2.2 "Articles of Incorporation" means the Articles of Incorporation of Georgian Park Condominium Association, Inc. filed with the Secretary of State of Georgia, as amended fi.om time to time. 2.3 "Association" means Georgian Park Condominium Association, Inc., a Georgia nonprofit corporation, its successors and assigns. 2.4 ~ means the elected body responsible for- management and operation of the Association as further described in the Bylaws. 2.5 .~t~..Y].~s_W.~ means the Bylaws of Georgian Park Condominium Association, Inc., at~ached to th. is Declaration as ~ and incorporated herein by this reference. 2.6 L~IIIIi~Z!LE!~I~ means that portion of thc property subject to this Declaration which is not included within the boundaries of a Unit, as more particularly described in this Declaration. 2.7 !'Common Expenses" means the expenses incurred or anticipated to be incurred by the Association for the general benefit of all Units, including, but not limited to, those expenses incurred for maintaining, repairing, replacing, and operating the Common Elements, including the Limited Common Elements. 2.8 ~ means all that property described in ~ attached heret,~ and incorporated herein by this reference, submitted to the provisions of the Act by this Declaration. 2.9 "Condominium Instruments" means this Declaration, the Bylaws, the Articles of Incorporation, the rules and regulations of the Association, and the Plat(s) and Plans, all as may be supplemented or amended from time to lime. 2.10 "Limited Common Elements" means a portion of the Common Elements reserved for the exclusive use of those entitled to occupy one (I) or more, but less than all, Units, as more pa.r~icularly set forth in this Declaration. 2.11 "Majority', means those eligible votes, Owners, or other group as the context may indicate totaling more than fiRy (50%) percent of the total eligible number. -2- BOOK 1 8 9P. GE 0 ,J. 4 2.12 ~[Slg. llgslg~ shall refer to any mortgage, deed to secure debt, deed of trust, or other transfer or conveyance for thc purpose of securing thc performance of an obligation. 2.13 ~ means thc holder of any Mortgage. 2.14 "Occupant" means any Person occupying all or any portion of a Unit for any period... of time, regardless of whether such Person is a tenant or the Owner of such property. 2.15 "Qwner" means any record title holder of a Unit within the Condominium, but shall not include a Mortgagee. 2.16 "person" means any individual, corporation, firm, association, partnership, trust, or other legal entity. 2.17 "Plans" means the floor plans of each building containing a Unit filed with the Clerk of Superior Court of Fayette County, Georgia, as may be mended from time to time. 2.18 "Plat" means the plat(s) of survey of thc Condominium filed with the Clerk of Superior Court of Fayc~ County, Georgia, as may be amended from time to time. 2.19 "Unit" means that portion of the Condominium intended for separate Ownership and use of more particularly described in this Declaration and shall include the undivided Ownership in the Common Elements assigned to the Unit by this Declaration. Article 3 Description of Submitted Pro~rtv 3.1 Pdg. l~dil~. Thc Condominium subject to this Declaration and the Act is located in Land 134 of the 7th District of Fayetle County, Georgia, being more particularly described in ~ attached to this Declaration and incorporated herein by this reference. Simultaneously with the recording of this Declaration in the office of thc Clerk of Superior Court of Fayette County, Georgia floor plans of every building which contains a Unit located within the Condominium and a plat of survey of thc Condominium are being filed in the Office of the Clerk of Superior Court of Fayette County, Georgia. Thc Plat(s) and Plans are incorporated herein by reference as fully as if the same were set forth in their entirety herein. 3.2 Encumbrances. Thc Condominium property is subject to the easements and other matters which arc set forth on Exhibit "1~" attached hereto and by reference made a part hereof. Article 4 4.1 Units. The Condominium is divided into separat~ Units and the Common Eiement~. Each Unit consists ora dwelling and its appurtenant percentage of undivided interest in the Common Elements as herein provided. The location of the buildings and structures situated upon the Condominium property are as depicted on the Plat(s). The Units ~re mbstantially as depicted on the Plans. 4.2 Horizontal (Upper and Lowerl Boundahes. The lower horizontal boundaries ora Unit shall be the plane formed by the upper finished surface of the concrete slab or floor framing on which the lowermost story of the Unit is constructed. The upper horizontal botm,t~nry shall be the plane formed by the uppermost, unexposed surface of the wall board or other material comprising a part of the ceiling enclosing the uppermost story of the Unit. 4.3 V~iliggl_l?~la~[gZ~. The vertical boundary ofeach Unit, as shown on the Plat and Plans and extended to intersections with each other, is the plane formed by the interior face of the studs of the walls of the Unit. 4.4 AmchmenB. A Unit shall include also all attachments to the exterior walls ora Unit which arc a part thereof, which protrude beyond said boundaries, including, without limitation, air conditioning units. Each Unit shall also include all eondu/ts, ducts, plumbing, heating, electrical and air conditioning systems (including furnaces, compressors, components, pipes, wire, conduits, ducts, and the like) which serve the Unit exclusively; all windows, glass surfaces and doors (including frames of windows and doors) service the Unit: and all portions of any covered deck, patio or balcony serving the Unit, whether or not such deck, patio or balcony is enclosed. If any chute, flue, duct, conduit, wire, bearing wall, bearing column or any other apparatus lies partially within and partially outside the designated boundaries of a Unit, any portions thereof serving only that Unit shall be deemed a part of that Unit, and any portions thcregf serving more than one Unit or any portion of the Common Elcments shall be deemed a part of the Common Elements. 4.5 Unit Number. Each Unit shall have the identifying number assigned to it in accordance with the Plat and the Plans. 4.6 Subdivision and Partition o'f Units: Relocation of Boundaries. Subject to the provisions of. Act Section 44-3-91 and the Bylaws of the Association, the boundaries between adjoining Units may be relocated from time to time, but no Unit may be subdivided for the purpose of creating two or more Units therefrom and no Owner shall have the right of partition ora Unit. 00K 1 1 $ 9P a 0 ,i 6 Article 5 Common Elemen(~ Thc Common Elements consist of all portions of thc Condominium not located within the boundaries of a Unit. Pursuant to Section 44-3-78 of thc Act, each Unit is allocated an equal undivided interest in thc Common Elements. Thc Common Elements shall remain undivided, and no Owner or any other Person shall have the right to bring any action for partition or division of thc whole or any part thereof except as provided in thc Act. Except as provided for Limited Common Elements or as otherwise provided herein, each Owner and the Association may usc the Common Elements for the purposes for which they arc intended, but no such us~ shall enter or encroach upon thc lawful rights of thc other Owners. Article 6 Lim{t{d Common Elements 6.1 Limited Common Elements. Thc Limited Con'anon Elements located on the Condominium property and thc Units(s) to which they are assigned arc: (i) the mailbox, it'any, is assigned as a Limited Common Element to the Unit it serves; (ii) any deck, patio or balcony which is appurtenant to a Unit is assigned as a Limited Common Element to the Unit having direct access to such patio or balcony; (iii) the doorsteps or stoops leading as access to a deck, patio, or balcony are assigned az a Limited Common Element lo the Unit to which the deck, patio, or balcony is assigned and the doorsteps, stoops, or stairways leading as am:ess to one or more Units are assigned as a Limited Common Element to the Unit(s) having access through such doorsteps, stoops, or stairways; (iv) thc portion of the Common Elements on which there is located any portion of the air conditioning or heating system exclusively serving one or more Units is assigned as a Limited Common Element to the Unit(s) served; (v) any gas or electric meter which serves only one Unit is assigned as a Limited Common Element to the Unit so served; and (vi) any shutter, awning, window box, doorstep, porch, balcony, patio and any other apparatus described in Act Section 44-3-75(a)(5) designed to serve a single Unit shall be a Limited Common Element appertaining to that Unit exclusively. -5- 6.2 Assignment.' The Board of Directors, without a membership vote, is hereby authorized to assign and to reassign Limited Common Elements, provided that any such assignment or reassignment shall be made in accordance with the provisions of Section 44-3-82 of the Act, as amended. Article 7 Association Membership and Allocation of Votes - All Unit Owners, by virtue of their Ownership of an interest in a Unit are members of Association and shall be entitled to vote on all matters upon which members of the Association are entitled to vote pursuant to this Declaration and the Act and in accordance with the Bylaws. Subject to the provisions of the Condominium Instruments, each Owner shall be entitled to a single vote for each Unit in which such Owner holds the interest required for membership, which vote shall be appurtenant to such Unit. The persons entitled to exercise such votes at meetings of the Association. the method by which such votes may be exercised and the fights and obligation generally of members of the Association with regard to voting shall be in accordance with Act Section 44-3-70 and the Bylaws. Article $ Allocation of Liability for Common Ex.rises 8, I Determination of Amounts. Except as set forth herein and in the Act each Unit shall have an equal share of liability for the Common Expenses of the Association. 8.2 Liability for Assessments. As provided in the Act and subject to any limitations thereof, the Owner of each Unit shall, by acceptance ora deed from the Declarant or any direct or remote successor-in-interest to Declarant in any Unit, be personally liable for and shall pay assessments for common expenses to the Association. (a) Common expense assessments may include any assessment with respect to expenditures made or incurred by or on behalf of the Association in the operation, management and maintenance of the Condominium, including but not limited to: fees for management and supervision; printing; mailing, office equipment, ali legal and accounting fees as required, secrem'ial and other expenses related to the conduct of the affairs of the Association and the Board of Directors; insurance; all utility charges in connection with the Common Elements, including gas, electrical, water, sewerage and telephone charges; all expenses in connection with maintenance and repair of all Common Elements; security; and water, sewer, sanitary, gas and electric services and other similar charges for all Units. (b) Any assessment, payable monthly or as otherwise billed, for utility fees chargeable to each Unit for the providing of electricity, gas and -6- such other utility service as may from time to time be provided to or for the Unit may be assessed to the Owner of such Unit. (c) Pursuant to Act Section 44-3-80(c), and in conjunction with the Bylaws of the Association, assessments may be made more often than annually, may be made for the purpose of defraying, in whole or in part, utilities, operating expenses, the cost of any construction or reconstruction, or unexpected repair or replacement of capital improvements in respect to the Common Elements. 8.3 Equitable Assessment for Limited Common Element Ex~ns~,~. The Board of Directors shall have the ~wer to assess specially to th~ extent allowed by Section 44-3-g0~) of thc Act, as amended, as in its discretion, it deems appropriate. Failure of the Board of Directors 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 be grounds for any action against the Association or the Board of Directors and shall not constitute a waiver of the right to exercise authority under this Section in the ~ with re..spect to any expenses, including an expense for which the Board has not previoualy ex~x:isecl its authority under this Section. For purposes of this subsection, nonttse shall constitute a benefit to less than all Units or a significant disproportionate benefit among all Units only when such nonuse results in an identifiable, calculable reduction in cost to the Association. Any Common Expenses which: (a) are incurred through or occasioned by the use or enjoyment of any Common Elements which benefits or is intended to benefit less than all the Units, shall not be assessed against all the Units, but shall be specifically as~scd ~uitable among those Units which are so benefi~d or intended to be benefitted; and Co) are incurred by the conduct of less than all of those entitled to occupy all of the Units or by the licensees or invitee of any such Unit(s) shall be especially assessed against the Unit(s), the conduct of any Occupant, Licensee or invitee of which occasioned any such Common Expenses. 8.4 Assessment for Exclusive Benefit of Particular Unit,~_ Any Common Expenses which relate to Limited Common Elements assigned to any Unit(s) and reserved for the exclusive use of those entitled to the use of such Unit(s) shall be assessed against such unit(s) only; provided, however, the expense of the painting or staining of exposed Limited Common Elements, shall be a general Common Expense allocated equally to all Units. 8.5 ~. Pursuant to the provisions of Act Section 44-3-109(b), the lien for assessments shall include the following: (i) a late or delinquency charge (not in excess orS10.00 or ten percent of the amount of each assessment or installment thereof not paid when due, whichever is greater), (ii) interest on each assessment or installment thereof, and any delinquency or late charge appertaining thereto, from the date the same was first due and payable, at a rate not in excess often percent per annum, (iii) the costs of collection, including court costs, the expenses of sale, any expenses required for the -7- protection and preservation of the Unit, and reasonable attorneys' fees actually incun~, and (iv) the fair rental value of the Unit from the time of the institution of suit until the sale of the Unit at foreclosure (or until the judg,,ent rendered in such suit is otherwise satisfied). 8.6 El/9.tity_9.f. li~. The Lien for assessments shall have the priority set forth in the Act. Foreclosure o£a prior mortgage shall have the effect provided in the Act. 8.7 Statement of' Account. Any Owner, Mortgagee, or a Person-having executed a contract for the purchase ora Unit, or a lender considering a loan to be secured by a Unit, shall be entitled, upon written request, to a statement fxom the Association setting forth the amount of assessments due and unpaid, including any late charges, interest, fines, or other charges against a Unit. The Association shall respond in writing within five (5) days of receipt of the request for a statement; provided, however, the Association may require the payment of' a reasonable fee as a prerequisite to the issuance of such a statement. Such written statement shall be binding on the Association as to the amount of assessments due on the Unit as of the date specified therein. 8.8 Surplus Funds and Common Profits. Pursuant to Section 44-3-108 o£ the Act, common profits form whatever source sMIl be applied to the payment o£ Corranon Expenses. Any surplus funds remaining after the application of such common profits to the payment otCommon Expenses shall, at the option of the Board of Directors, either be distributed to the Owners or credited to the next assessment chargeable to the Owners in proportion to the liability for Common Expenses attributable to each Unit, or added to the Association's reserve account, it any. Article 9 Association Rights ~d Restrictions 9.1 Powers Generally. The limitations and restrictions on the powers of the Association and on the Board of Directors of the Association are set out in the Articles of Incorporation and the Bylaws of the Association. 9.2 ~. The Association shall have the right to enforce use restriction, provisions oft.he Declaration and Bylaws, and rules and regulations by the imposition of reasonable monetary fines and suspension of use and voting privileges as provided in Section 44-3-76 of the Act, as amended. These powers, however, shall not be consn'ued as limiting any other legal means of enforcing the use restrictions or rules an regulations of the Association. Any fines imposed in accordance with Section 44-3-76 of the Act, as amended, shall be considered an assessment against the Unit and may be collected in the manner provided for collection of other assessments. The Association shall have the right to terminate any water, gas, electricity, heat and air conditioning -8- services being provided to a Unit or Unit Owner by the Association for failure to pay assessments and other amounts due pursuant to subsection (a) of Act Section 44-3-109 to the fullest extent allowed by the Act and in accordance with the provisions of the Act. 9.3 Resection on Powers. Thc Association shall have, except to thc ex'lent restricted herein, all those powers permitted by the provision of Act Section ~.~ 3-106, and except to the extent that it may not without the written consent of Owners of two-thirds of the Units (excluding Declarant) sell or tran~er the Common Elements (excluding thc grant of easements for public utilities or for any other public purposes consistent with the intended use of the Common Elements by the Unit Owners). The Association shall have the right to grant permits, licenses, utility easements, and other easements over, fl~rough and under the Common Elements without a vote of the Owners. 9.4 ~. The Association shall have the right to enter into Units for maintenance, emergency, security, or safety purposes, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all police officers, fireman, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entxy shall be only during reasonable hours and after reasonable notice to the Owner or Occupant of the Unit. Article I0 Insuranc~ 10.1 ~. The Association shall obtain and m~ntain at all times, as a Common Expense, insurance as required by Section 44-3-107 ofthe Act, as amended together with such other insurance as the Board of Directors may determine to be necessary. Such insurance shall run to the Benefit of the Association, the Board of Directors, officers, all agents and employees of the Association, the Unit Owners, and their respective Mortgagees, and all other persons entitled to occupy any Unit, as their interests may appear. Unless the Association otherwise provides notice in writing to the Owners, the improvements and betterment made by the individual Unit Owners shall be excluded from this required coverage. 10.2 Policy Standards. (a) All insurance coverage obtained by thc Association shall be written in the name of the Association as trustee for, and for the use and benefit of, each of the Unit Owners and their Mortgagees as their interest may appear. Each such insurance policy shall be issued by an insurer authorized under the laws of the State of Georgia to do business in Georgia and to issue the coverage provided by the policy, and shall provide for the issuance ora certificate of insurance to each Unit Owner and its Mortgagee. (b) The Association shall use its best efforts to cause all of such insurance policies to contain (i) a waiver of subrogatio.n by the insurer as to any claims against the Association, any officer, director, agent or employec of the Association, the Unit Owners and their employees, agents, tenants and invitee, and a waiver of any defenses based on co-insurance or on invalidity arising from the acts of the insured; (ii) a waiver by the insurer of its right to rcpair and reconstruct instead of paying cash; (iii) a provision that the policy cannot be canceled, invalicl-~d or suspended on account o£the conduct of any Unit Owner or any employee, agent, tenant or invitee of any Unit Owner, or any officer, director, agent or employee of the Association, without a prior demand in writing and delivered to the Association to cure the defect and the allowance of reasonable time thereafter within which the defect may be cured by the Association, any Unit Owner or any Mortgagee; (iv) a provision that any "other insurance" clause in the policy shall exclude from its scope any policies of the individual Unit Owners; (v) a provision that the coverage may not be canceled or substantially modified (including cancellation for nonpayment of premium) without at least thirty days written notice to any and all of the insured thereunder, including Mortgagees; and (vi) a provision that the coverage will not be prejudice by any act or neglect of the Owners of the Units when said act or neglect is not within the control of the Association, or any failure or the Association to comply with any warranty or condition regarding any portion of the property over which the Association has no control. 10.3 ~. Exclusive authority to adjust losses trader insurar, ce policies obtained by the Association shall be vest in the Associat/on; provided, however, that no Mortgagee shall be prohibited form participating in the settlement negotiations, if any, related thereto. 10.4 Individual Insurance by Unit Owners. It shall be the individual responsibility of each Unit Owner, at their sole cost and expense, to provide, ~ they see fit any insurance coverage not required to be maintained by the Association. Any Unit Owner who obtains an individual insurance policy respecting any risk as to which insurance is carried by the Association shall file a copy of such individual pelicy with the Association within thirty days after the purcha.~ thereof. 10.5 Handling of Casualty Insurance Proceeds. All insurance policies purchased by and in the name of the Association shall provide that proceeds covered in casualty loss shall be paid to the Association. The Association shall receive such proceeds as arc paid and delivered to it and hold the same in trust for the benefit of the Unit Owners and their Mortgagees as follows: (a) Proceeds on account of damage to thc Common Elements not involving a Unit shall be held to the emend of the undivided interest of each Unit Owner, for each Unit Owner. -10- BOOK ]. 15 9P.66E 052 Co) Proceeds on account of damage to Units (or on account of damage to Common Elements involving a Unit) shall be held for the Owners of the damaged Units in proportion to the cost of repairlng the damage suffered by each Unit Owner, which cost shall be determined by the Board of Directors. (c) In the event a Mortgagee endorsement has been issued as to any Unit under thc policy under which such proceeds arc paid, the share of that Unit Owner s_ha.II be held in trust for the Unit Owner and the Mortgagee, as their interest may appear. Unicss a determination is made not to repair or reconstruct as provided herein, and such proceeds,, or such portion thereof as may be required for such purpose, shall disbursed by thc Associatio~i as payment of the cost and any expenses of repair or reconstruction, as hereinafter provided. Any proceeds remaining after payment of all cost and expenses of repair or reconstruction shall be common profits. 10.6 Damage and Destruction. (a) Immediately after any damage or deswaction by fire or other casualty to all or any portion of the property covered by insurance written in the name of the Association, the Association shall proceed with the filing and adjustment of all claims and losses arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damage or destroyed property. Repair of reconsu'uction, as used in this pasagraph, means repairing or restoring the property to substantially the same condition that existed prior to the fire or other casualty with each Unit and the Common Elements having the same vertical and horizontal boundaries as before the casualty. (b) Any damage or destruction shall be repaired or reconstructed unless (I) the Condominium is terminated pursuant to, subject to and in accordance with the provisions of the Act and this Declaration; (ii) the damaged or destroyed portion of the property is withdrawn fi.om the Condominium pursuant to, subject to and in accordance with the provisions of the Act; or (iii) the Unit Owners of the damaged or destroyed Units, if any, and their Mortgagees, together with the Unit Owners of other Units to which two-thirds of the votes in the Association appertain and the Mortgagees, exclusive of the votes appertaining to any damaged or destroyed Units, agree not to repair or reconstruct such damage or de.va'action, pursuant to, subject to and in accordance with the provisions of the Act. Any such determination shall be conclusively made, if at all, not more than ninety days after the date of the casualty. Should a determination be made to terminate the Condominium, as herein provided, then the insurance proceeds paid to the Associalion and held by it on account of such casualty shall be common profits, to be held and disbursed pursuant to, subject to and in accordance the provisions of the Act and this Declaration. Should a determination be made to withdraw from the Condominium the damaged portion of the -II- property or not to repair or reconstruct the damage or destruction, as herein provided, then the insurance proceeds paid to the Association and held by it on account of such casualty shall be disbursed by the Association in accordance with the manner in which such proceeds are held by the Association, as set forth above. Any remittances with respect to Units as to which Mortgagee endorsements have been issued on the policies under which the proceeds were paid shall be payable to the Unit Owner and its Mortgagee jointly, as their interest may appear. (e)If the damage or destruction for which the insurmaoe proceeds are paid is to be repaid and such proceeds are not sufficient to defray the cost thereof, the Association may levy an additional assessment against all Unit Owners in sufficient amounts to provide funds to pay such excess cost of repair or reconstruction. Further, additional assessments may be made in a like manner and any time during or following the completion of any repair or reconstruction. The proceeds from insurance and assessments, if any, received by the Association hereunder when the damage or destruction is to be repaired or reconstructed shall be disbursed as provided in the preceding section. Article I 1 Repair and Reconstruction 11.1 Determinine Action Io be Taken. In the event of damage to or destruction of the whole or any part of the Condominium, the Association shall repair, rebuild or restore the Condominium or such part as has been damaged or destroyed pursuant to the provisions of Section 44-3-94 of the Act unless Unit Owners entitled to cast two-thirds of the total Association vote ag,ce not to restore. I 1.2 ~. Immediately a.~er a fire or other casualty causing damage to the Condominium, the Board of Directors shall obtain reliable and detailed estimates of the cost of repairing a.nd restoring the structures (including any damaged Unit) to substantially the condition which existed before such casualty, allowing for any changes or improvements necessitated by changes in applicable building codes. Such costs may also include professional fees and premiums for such bonds as the Board of Directors determines to be necessary. 11.3 Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance with the plans and specifications under which the Condominium was originally constructed, except where changes are necessary to comply with current applicable building codes or where improvements not in accordance with the original plans and specifications are approved by the Boaxd of Directors. To the extent insurance proceeds are available, the Association may reconstruct or repair Owner improvements damaged as a result of fire or other casualty. -12- 11.4 ~. Encmaciunents upon or in favor of Units which may be created as ,~ result of such reconstruction or repair shall not constitute a claim or basis for any proceeding or action by the Unit Owner upon whose property such encroachment exists, provided that such reconstruction was substantially in accor,~aqce with the architectural plans under which the Condominium as originally constructed. Such encroachments shall be allowed to continue in exirtence for so long as the reconstructed building shall stand. _ 11.5 Construction Fund. The net proceeds of the insunmce eollected on account of a casualty and the funds collected by the Association fi'om assessments against Unit Owners on account of such ca, unity shall constitute a construction fund which shall be disbursed in payment of the cost of reconstruction and repair in the manner set forth in this Section to be disbursed by the Association in appropriate progress payments to such contractor(s), supplier(s), and personnel performing the work or supplying materials or services for the repair and reconstruction of the buildings as are designated by the Board of Directors. Article 12 Architectural Con~'ols 12.1 Architectu~l Standards. Except as provided herein, no Owner, Occupant, or any other person may make any encroachment onto the Common Elements or Limited Common Elements, or make any exterior change, alteration, or construction (including painting and landscaping), nor erect, place or post any object, sign, antenna, equipment, light, s~orrn door or window, artificial vegetation, exterior sculpture, fountain, flag, or thing on the exterior of the buildings, in any windows, on any Limited Common Elements, or any other Common Elements, without first obtaining the written approval of the Board of Directors. The standard for approval of such improvements shall include, but not be limited to, aesthetic consideration, materials to be used, harmony with the external design of the existing buildings and the location in relation to surrounding structures and topography. Applications for approval of any such architectural modification shall be in writing and shall provide such information as the Board of Directors my reasonably require. The Board of Directors or its designated representative shall be the sole arbiter of such application and may withhold approval for any reason, including purely aesthetic considerations, and it shall be entitled to stop any construction which is not in conformance with approved plans. The Board may publish written architectural standards for exterior and Common Elements alterations or additions, and any request in substantial compliance therewith shall be approved; provided, however, each such requested change shall be in harmony with the external design of the existing buildings and Units and the location in relation to surrounding structures and topography. The Board of Directors subject to this subsection, may allow such encroachments on the Common Elements and Limited Common Elements as it deems acceptable. In the event that the Committee or its designated representative fails to approve or to disapprove such application within forty-five (45) days after the -13- application and all information as the Board of Directors may reasonably require have been submitted, its approval will not be required and this subsection (a) will be deemed complied with; provided, however, even if the requirements of this subsection are satisfied, nothing herein $1~_ Il authorize anyone to construct or maintain any ~uucmre or improvement that is otherwise in violalion o£the Declaration, thc Bylaws, or thc rules and regulations. 12.2 C:ondition o£ Approval. As a condition of approval for a requested architectural change, modification, addition, or alteration, an Owner shall ~ssume all responsibilities for maintenance, repair, replacement and insurance or'such change, modification, addition, or alteration. In the discretion of' the Board, an Owner may be made to verify such condition of' approval by written instrument in recordable form. 12.3 Limitation of Liabili~. Review and approval of any application pursuant to this Section is made on the basis of aesthetic considerations only and the Board of Directors shall not bear any responsibility for ensuring the su'uctural integrity or soundness of approved consu'uction or modification, nor for ensuring compliance with building codes and other governmental requirements. Neither the Association, the Board of Directors or member of any of the foregoing shall be held liable for any injury, damage or loss arising out of the manner or quality of approved construction on or modifications to any Unit. 12.4 No Waiver of Ftmn-~ Approvals. Each Owner a~knowledges that the members of the Board of Directors will change from time Io time and that interpretation, application and enforcement of the architectural standards may vary accordingly. The approval of the Board of Directors of any proposals, plans and specifications or drawings for any work don~ or proposed, or in connection with any other matter requiring the approval and consent of the Board of Directors, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans, and specifications, drawings, or matters whatever subsequently or additionally submitted for approval or consent. )~" 12.$ ~. Any construction, alteration, or other work done in violation of this Section shall be deemed to be nonconforming. Upon written request flora the Board, Owners shall, at their own cost and expense, remove such cormU uction, alteration, or other work and shall restore the property to substantially thc same condition as existed prior to the construction, alteration, or other work. Should an Owner fail to remove and restore as required hereunder, the Board or its designees shall have thc right to enter the property, remove thc violation and restore thc property to substantially thc same condition as existed prior to the construction alteration or other work. All costs thereof, including re~sonable attorney's fees, may be assessed again.st the benefitted Unit and collected ~ an assessment pursuant to the Act In addition to thc foregoing, thc Board of Directors shall have thc authority and standing, on behalf of the Association, to impose reasonable f'mes and to pursue all legal -14- o0K 118 0 5 5 Boo 11 9 0 6 and equitable remedies available to enforce the provisions of this Section. Any exterior change, alteration, or construction (including landscaping) upon the Common Elements made by an Owner in violation of this Declaration shall be at' such Owner's sole risk and expense. The Board may require that the Owner remove the change, alteration, or construction and restore the Common Elements to its original condition, or it may require that the change, alteration or construction remain on the Common Elements without reimbursement to the Owner for any expense incurred in making the change, alteration or construction. _ Article 13 13.1 General. Use restrictions regarding use of Units and the Corn. mort Elements are as follows and also as may be adopted by the Board of Directors in accordance with the terms hereof and as specified in the Bylaws. 13.2 Residential Use. Each Unit shall be used for residential purposes only, and no trade or business of any kind may be conducted in or fi.om a Unit or any part of the Condominium, except that the Owner or occupant residing in a Unit may conduct such business activities within the Unit so long as (I) the existence or operation of the business activity is not apparent or detectable by sight, sound, or smell from the exterior of the Unit; (ii) the business activity does not involve persons coming onto the Condominium property who do not reside in thc Condominktm; (iii) the business activity conforms to all zoning requirements for the property; and (iv) the business activity is consistent with the residential character of thc Condominium and does not constitute a nuisance or a ha:,ardous or offensive usc, as may be determined in the ~ole discretion of thc Board of Directors. 13.3 ~lli.!l, Sll~L~. No animals, livestock or poultry of any kind shall be raised, bred or kept on any pan of the Property, except as may be specifically authorized in writing by the Board of Directors. No more than a total of two (2) dogs, cats or other household pet may be kept by an Owner in his or her respective Unit, provided that they are not kept, bred, or maintained for any commercial purpose and do not endanger the health or unreasonably disturb the Owner or occupants of any other Units. Notwithstanding this provision, no pet enclosures shall be erected, placed or permitted to remain on any property subjected to this Declaration. The keeping of pets and their ingress, egress, and travel upon the Common Elements shall be subject to such rules and regulations as may be issued by the Board of Directors. If an Owner or occupant fails to abide by the rules and regulations and/or covenants applicable to pets, the Board of Directors may bar such pet from use or travel upon the Common Elements, or subject use or travel to a user fee. In addition, any pet which endangers the health of any Owner or resident of a Unit or which creates a nuisance of unreasonable disturbance, as may be determined in the sole discretion of the Board of Directors, must be pc-,anently removed from the Condominium Property upon seven (7) days' written notice by the Board of DJ.rectors. -15- 13.4 :~zJ.g~. Except as hereinafter provided for Declarant and signs required pursuant to legal proceedings, no advertising signs [except one sign per Unit of not more than two feet by two feet (2' x 2') placed only inside the enclosed Unit containing only the words "For Rent" or "For Sale", a telephone number and an agent's logo], billboards, unsightly objects, or nuisances shall be erected, placed or permitted to remain on the Property subjected to this Declaration except that the Board shall have the right to erect reasonable and appropriate signs. 13.5 Rubbish. Trash and Garbage. Ali rubbish, trash and garble shall be'regularly .y..emoved from the Condominium and shall not be allowed to accumulate thereon. 13.6 Subdivision of Unit~ and Use of Pro~rtv Outside Units. No Unit shall be subdivided into a smaller Unit or Units. Except for the right of ingress and egress, the Owners and occupants of Units are hereby prohibited and restricted from using any of the Condominium outside of their respective Units, and any Limited Common Elements assigned thereto, except as may be allowed by the Board of Directors. It is expressly acknowledged and a?eed by all Persons by accepting a deed to a Unit that this provision is for the mutual benefit of all Own=,$ in the Condominium and is necessary for the protection of.said Owners. 13.7 Impairment of Units and Easements. An Owner or occupant shall do no act nor any work that will impair the structural soundness or integrity of another Unit or impair any easement or hereditament, nor do any act nor allow any condition to exist which vr~ll adversely affect the ether Units or their Owners of occupants. 13.8 Aat.edll~. No exterior television or radio antennas or towers or satellite dishes of any sort shall be placed allowed or maintained upon any portion of the Condominium except as may be approved in writing by the Board of Directors. 13.9 Nuisance. No Owner or occupant ora Unit may use or allow the use of the Unit'or any portion of the Condominium in any way for any purpose which may endanger the health or unreasonably annoy or disturb other Owners or occupants ora portion of the Condominium; or in such a way as to constitute, in the sole opinion of the Boaxd of Directors, a nuisance. Nothing herein, however, shall be construed to affect the rights of an aggrieved Unit Owner to proceed individually for relief from interference w/th his or her property or personal rights. 13.10 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 might tend to cause disorderly, unsightly, or unkempt condition, shall not be pursued or undertaken in any part of the Condominium. 13.11 ?arking. All park/ng shall be governed by the Board of Directors as set forth in the Bylaws and in the rules and regulations promulgated by the Board of Directors. -16- 13.12 .~]~,~fi~. All curtains, drapery material, window shades, or other window treatments visible from the exterior ora Unit shall be white or off-white in color and shall not be of reflective material. All windows ora Unit shall have interior window coverings or treatments wkich meet th~s requirement. 13.3 Heating of Units in CoMer Months. In order to prevent breakage of water pipes during colder months of the year resulting in damage to Units and Common Elements, increased Common Expenses, and increased insurance premiums or cancellation of insurance policies due to numerous damage claims, the therm'-~)stats within all Units shall be maintained with the heat in an on position and at a minimum of' fifty (500) degrees Fahrenheit (except during power failures or periods when heating equipment is broken) during the months of October, November, December, January, Febrna_ry, March, and April whenever the temperature is forecasted to be or does reach thinT-two (320) degrees Fahrenheit or below). Owners and occupants of Units shall take all steps possible on a timely basis to keep heating equipment, including, but not limited to, the thermostat, in good working order and repair. At any time during the months specified above when the heating equipment is not working, the Unit Owner shall immediately inform the Board of Directors of this failure of the equipment and of the time needed in order to repair the equipment. Article 14 Restrictions on Leasing Of Units 14.1 l~lll:Z~5~. In order to protect the equity of the individual Unit Owners, to carry out the purpose for which the Condominium was formed by preserving the characler of the Condominium as a homogenous residential community of predominantly owner-occupied homes and by preventing the Condominium form assuming the character of a renter-occupied apartment complex, and to comply with the eligibility requirements for financing in the secondary mortgage market insofar as such criteria provided that the project be substantially owner-occupied, leasing of Units shall be governed by the restrictions imposed by this Article. The Board of Directors shall have authority to make and enforce reasonable rules and regulation in order to enforce this Article, including the right to impose fines constituting a lien upon the Unit sold or leased pursuant to Sections 44-3-76 and 44-3-i09 ofthe Act. 14.2 ~ means regular, exclusive occupancy of a Unit by any person(s) other than the Owner for ~xich the Owner received any consideration or benefit, including, but not limited to, a fee, rent, gratuity or emolument. For purposes hereof, occupancy by a roommate of an Owner Occupant shall not constitute leasing. 14.3 "Open Leasin_~ Slams" means the statu~ of a Unit which may be lea.sed by the Owner at any time. Open Leasing Status may also be conferred upon a Unit as provided in subparagraph Co) below. -17- 14.4 "Restricted Leasing Status" means the stares of a Unit which is subject to the restrictions on leasing below. All Units which are not being leased on the date that this Declaration is recorded shall be in Restricted Leasing Status unless converted to Open Leasing Status as provided herein. 14.5 [[¢striction on Leasinm Except as provided herein, thc ic~ing of Units shall be prohibited. No Owner ora Unit in Restricted Leasing Status may lease such Unit if twenty (20%) percent or more of the U.n. its in the Condominium am in Open Leasing Status, except as provided below for cases of undue hardship. Any Owner of a Unit in Restricted Leasing Status may apply in writing to the Board for conversion to Open Leasing Status in accordance with rules and regulations promulgated b7 the Board. Upon receipt of such written application, the Unit shall be placed at the end ora waiting list for conversion to Open Leasing Status. At such time as less than twenty (20%) percent of thc Units are in Open Leasing Status, thc Board shall notify the Owner of the Unit at the top of the waiting list of its conversion to Open Lc&sing Status, and such Owner ~hall have ninety (90) days within which to lease the Unit or it shall automatically revert to Restricted Leasing Status. Any Unit in Open Leasing Status shall automatically be couvcr~ed to Restricted Leasing Status if the Unit is not subject to an approved lease for ninety (90) or more consecutive days. 14.6 Undue Hardshi0. Notwithstanding the provisions above, thc Board shall be. empowered to allow reasonable leasing ora Unit upon application in accordance with this Paragraph to avoid undue hardship, including, but not limited to the following situations; (1) a Unit Owner must relocate his residence outside the greater Atlanta metropolitan area and cannot, within six (6) months from the date that the Unit was placed on the market, sell the Unit except at a price below the current appraised market value, after having made reasonable efforts to do so; (2) the Owner is deceased and the Unit is being administered by his or her personal representative; or (3) the Owner takes a leave of absence from employment or temporarily relocates for employment purposes and intends to return to reside in the Unit, in which case the Unit Owner must reapply every year for renewal of the hardship exception. Those Owners who have complied with the section, have demonstrated that the inability to lease their Unit would result in undue hardship, and have obtained the requisite written Board approval may lease their Units for such duration as the Board reasonably determines is necessary to prevent undue hardship. Any Owner may apply for a hardship exemption to lease a Unit by submitting a written application to the Board setting forth the circumstances necessitating the leasing, a copy of the proposed lease, and such other information as the Board may reasonably require. Leasing in the case of undue hardship shall be permitted only upon the Board's wrinen approval of the Owner's application. 14.7 Leasing Provisions. Units may be leased only in their entirety; no fraction or port/on may be leased. There shall be no subleasing of Units or assignment of leases. With the exception of a lender in possession ora Unit following a default in a first Mortgage, a foreclosure proceeding, or any deed -18- or other arrangement in lieu of foreclosure, no Unit Owner shall be permitted to lease his or her unit for transient or hotel purposes. All leases and lessees are subject to the provisions of thc Condominium Instruments and rules and regulations adopted pursuant thereto. Any lease agreement shall be required to prov/de that the terms of a lease shall be subject in all respects to the provisions of the Declaration and Bylaws and that any failure by the lessee to comply with the terms of such documents shall be a default under the lease. All leases shall be in writing._.Other than Units owned by the Declarant and with the exception ora lender in possession ora Unit following a default in a first Mortgage, or a foreclosure, leases must be for a term of no less than six months. The Unit Owner must make available to the tenant copies of the Decl~.tion, Bylaws and Rules and Regulations. 14.8 Notice. At least fourteen (14) days prior to entering into any lease for a Unit the Owner shall give notice in writing to the Bo~d of Directors of such intention and including a copy of the proposed lease a~=ement. If the Unit is/n Open Leasing Status or a hardship exemption has been granted, the Board shall approve or disapprove the form of said lease within seven (7) days after receipt of the notice. In the event that the Board disapproves the form of a lease, the Board shall notify the Owner ofthe action required to be taken in order to bring the lease agreement into compliance with this Declaration and a.ny rules and regulations of the Association. 14.9 Mortgaeee Exemption. The provisions of this Article shall not apply to any Mortgagee in poss~.s.sion ora Unit through foreclosure or otherwise as a result of the exemise of any fights arising out ora first priority Mortgage on a Unit. Article 15 Morlgagee Provisions 15.1 Repair or Resloration. Any restoration or repair of the Condominium after a partial condemnation or damage due to an insurable ha:,ard shall be substantially in accordance with the Declaration and the original plans and specifications unless the approval of the Eligible Mortgage Holders on Units to which at least 51% of the votes of Units subject to Mortgages held by such Eligible Mortgage Holders are allocated, is obtained. Ha:,~rd insurance proceeds for losses to any Condominium Property (whether Units of Comrnon Elements) shall not be used for other than the repair, replacement, or reconstruction of the Condominium Property without the prior written approval of two-thirds of the first Mortgagees (based on one vote for each fu'st Mortgage owned) or Owners. 15.2 Termination After Destruction 9r Condemnation. Any election to terminate the Condominium regime after substantial destruction or a substantial taking in condemnation of the Condominium shall require the approval of the Eligible Mortgage Holders on Units to which at least 51% of the votes of Units subject to Mortgages held by such Eligible Mortgage Holders are allocated. -19- 15.3 Reallocation. No reallocation of interests in the Common Elements resulting from a partial condemnation or partial de*,h uetion of the Condominium project may be effected without the approval of khe Eligible Moflgage Holders on Units to which at least 51% of the votes of Units subject to Mortgages held by such Eligible Mortgage Holders are allocated. 15.4 ~. Other than as provided under Section 16.2, approval of Owners of Uuit to which sixty-seven (67%) of the Eligible Votes appe..r~ain and approval of the Eligible Mortgage Holders offu~ Mortgages on Units to wkich at least sixty-seven (67%) percent of the votes of Units subject to Mortgages held by such Eligible Mortgage Holders appert,;n, shall be required to terminate the Condominium. 15.5 General Matters. The approval of Owners of Units to which sixty-seven (67%) percent ofthe Eligible Votes appertain and approval of Eligible Mortgage Holders of first Mortgages on Units to which at lease fifty-one (51%) percent of the votes of Units subject to Mortgages held by such Eligible Mortgage Holders appertain, shall be required to materially amend any provisions of this Declaration, the Bylaws or Equivalent document to the Condominium or to add any material provisions thereto, which establish, provide for, govern or regulate any of the following: (i) voting; (ii) assessments, assessment Uens or subordination of such liens; (iii) reserves for maintenance, repair and replacement of the Common Element; (iv) insurance or fidelity bonds; (v) rights to use the Common Elements; (vi) Condominium; responsibility for maintenance and repair of the several portions of the (vii) expansion or contraction of the Condominium regime or the addition, annexation or withdrawal of Property to or from the regime; (viii) boundaries of any Unit; (ix) Ihe interests in the general or Limited Common Elements; (x) Elements into Units; convertibility of Units into Common Elements or of Common -20- 118 0 6 2 (xi) leasing of Units; (xii) imposition of right of firxt reR,~ or similar restriction on the right of a Unit Owners to sell, transfer, otherwise convey his or her Unit in the Condominium; (xiii) establishment of self-management by-the Association where professional management, if any, has been required by the U. S. Department of Housing and Urban Development, ("HUD"), the Depashnent of Veterans Affairs ("VA"), The Federal National Mortgage Association ("Fannie Mae"), or the Federal Home Loan Mortgage Corporation ("Freddie Mac;); or (xiv) any provisions which arc for the express benefit of holder~, insurers or guarantors of first Mortgages on Units in the Condominium. 15.6 Assessment Liability of Mortgagees. Any Person who obtains title to a Unit pursuant to the remedies provided in the Mortgage or foreclosure of Mortgage is not liable for such Unit's unpaid dues or charges which accrue prior to the acquisition of tire to such Unit by such Person, but such Person shall be responsible for all charges which occur subsequent to the passage of title, including, but not to limited, ail charges for the month in which title is passed. 15.7 Request for Notice of Certain Actions. A holder, insurer or guarantor ora first Mortgage, upon written request to the Association (such request to state the name and address of such holder, insurer or guarantor and the Unit number), will be entitled to timely written notice of: (i) any proposed amendment of the Condominium Instrument cffecting a change in (A) the boundaries of any Unit or the exclusive easement fights appertaining thereto; (B) the interests in the Common Elements or Limited Common Elements appertaining to any Unit or the liability for Common Expenses appertaining thereto; (¢) the number of votes in the Association appertaining to any Unit; or (D) the purposes to which any Unit or the Common Elements are restricted; (ii) any proposed termination of the Condominium regime; (iii) any condemnation loss or any casualty loss which affects a material portion of the Condominium or which affects any Unit on which there is a first Mortgage held, insured or guaranteed by such Eligible Mortgage Holder; (iv) any delinquency in the payment to assessments or charges owed by Owner of a Unit subject to a first Mortgage held by such Eligible Mortgage Holder which remains incurred for a period of sixty (60) days; (v) any lapse, ~ancellation, or material modification of any insurance policy of fidelity bond maintained by the Association; -21- (vi) any proposed action which would require the consent ora specified percentage of Eligible Mortgage Holders, as specified herein; or (vii) an annual financial statement, or audit ifavailable, of the Association for the immediately preceding fiscal year, free of charge. 15.8 Ho Restrictions on Sales and Leasing. Notwithstanding anything to the contrary herein contained, the provisions of the Declaration re,.uicting sales and leases shall not apply, to impair the right of any fixst Mortgagee to: Mortgage; or (i) foreclose or take title to a Unit pursuant to remedies contained in any (ii) take a deed or assignment in lieu of foreclosure; or (iii) sell, lease, or otherwise dispose of a Unit acquired by the Mortgagee. 15.9 Eligible Mortgage Holder. As used in this Article, the term "Eligible Mortgage Holder" shall mean a holder, insuxer or guarantor ora fu'st Mortgage on a Unit which has requested notice in accordance with the provisions ofthls Article. 15.10 No Reduction in R~uirements. The provisions of this Article shall no be construed to reduce the percentage vote that must be obtained from Mortgagees or Unit Owners where a larger percentage vote is otherwise required by the Act or in any other provision in the Condominium Instruments for any of the actions contained in this Article. Article 16 Maintenance Responsibility 16.1 B_.YSh.e._.Q.~;~. Except to the extent the Association is obligated to provide such maintenance, each Owner shall have the obligation to maintain and keep in good repair all portions of Owner's Unit, all Limited Common Elements assigned to the Unit and all other portions of the Condominium as set forth herein. This maintenance responsibility shall include, but not be limited to all glass surfaces, windows, window frames and casings, and all door, doorways, door frames, and hardware that are part of the entry system of the Unit, terraces, roof terraces, porches or balconies, the air conditioning compressor serving the Unit, all pipes, lines, duets, conduits, or other apparatus or equipment which serve only the Unit, whether located within or without a Unit's boundaries (including ali gas, electricity, water, sewer, or air conditioning pipes, lines, ducts, conduits, or other apparatus serving only the Unit). -22- 16.2 By the Association. The Association shall maintain and keep in good repair as a Common Expense the Common Elements. Except to the ex'lent that insurance required to b~ maintained or maintained by the Association covers any damage or loss and except as otherwise provided herein, the Association shall not be responsible for any maintenance or repair to any Unit or to any Lirnit~l Common Element. Subject to the maintenance responsibilities herein provided, any maintenance or repair performed on or to the Common Elements by an Owner or Occupant which is the responsibility or' the Association hereunder (including, but .not limited to landscaping of Common Elements) shall be performed at the sole expense of such Owner or Occupant, and the Owner or Occupant shall not be entitled to reimbursement from the Association even if the Association accepts the maintenance or repair. The Association shall not be liable for injury or damage to person or property caused by the elements or by the Owner of any Unit, or any other person, or resulting from any utility, rain, snow or ice which may leak or flow from any poaion of the Common Elements or from any pipe, drain, conduit, appliance or equipment which the Association is responsible to maintain hereunder. The Association shall not be liable to the Owner of any Unit or such Owner's Occupants, guest, or invitees, for loss or damage, by the~ or otherwise, of any property which may be stored in or upon any o£the Common Elements. The Association shall not b~ liable to any Owner, or any Owner's Occupants, guests or invitees ['or any damage or injury caused in whole or in part by the Association's failure to discharge its responsibilities under this Declaration or the Bylaws. No diminution or abatement of assessments shall be claimed or allowed by reason of any alleged failure of thc Association to rake some action or perform some time/ion required to be taken or performed by the Association under this Declaration, or for inconvenience or discomfort arising from the making of repairs or improvements which are~ the responsibility of the Association, or from any action taken by the Association to comply with any law, ordinance, or with any order to directive of any municipal or other government al authority. If the Board determines that the need for maintenance or repair of any po~on of the Common Elements is caused through the willful or negligent act ofany Owner or Occupant or their guests or invitees, then the Association may assess the cost of any such maintenance, repair, or replacement against the Owner's or Occupant's Unit, which shall become a lien against the Unit. 16.3 _Failure to Maintain. If the Board of Directors determines that any Owner has failed or refused to discharge properly such Owner's obligation with regard to the maintenance, repair, or replacement of items of which such Owner is responsible hereunder, then the Association shall give the Owner written notice of the Owner's failure or refusal and of the Association's right to provide necessary maintenance, repair, or replacement at the Owner's cost and expense. The notice shall set forth with reasonable particularity the maintenance, repair, or replacement deemed necessary by the Board of Directors. Unless the Board of Directors determines that an emergency exists, the Owner shall have ten (10) days within which to complete maintenance or repair, or if the maintenance or repair is not capable of completion within such time period, to commence replacement or repair within ten (10) days. If the Board determines -23- that: (i) an emergency exists or (ii) that an Owner has not complied with the demand given by the Association as herein provided, the Association may provide ~ny such maintenance, repair, or replacement at the Owner's sole cost and expense, end such costs shall be an assessment and a lien against the Unit. 16.4 Maintenance Standards and Interpretation. The mainteaance standards and the enforcement thereof and the interpretation of maintenance obligations under this Declaration may vas3, from one term of the Board of Directors to another. These variances shall not constitute a waiver by the Board of the right to adopt and enforce maintenance standards under this Section. No decision or interpretation by the Board shall constitute a binding precedent with respect to subsequent decisions or interpretations of the Board. Article i 7 In the event of taking by condemnatioa or by eminent domain, the provisions ofthe Act shall prevail and govern; provided, however, that any proceeds received for a taking of the Common Elements (other than Limited Common Elements) by condemnation or eminent domain shall, at the option of the Board, either be allocated to the Owners pursuant to O.C.(3.A. § 44-3-97(a), as amended, or be deposited into the Association's operating account or reserve account to be applied to Common Expenses. Article 18 18. ! ~,~3p~F.,~. All Owners and Occupants of units and their guests shall havc a nonexclusive right and easement of use and enjoyment in and to the Common Elements for the purposes for which they are intended (including the right ofa~cess, ingress and egress to and from the Owner's Unit over those portions of the Condominium designated for such purpose), and such easement shall be appurtenant to and shall pass with the title to such Unit, subject, however, to the follow~g provisions: (a) No such use shall enter or encroach upon the lawful rights of other persons; (b) The fight of the Association to restrict the use and govem the operation of the Common Elements by promulgating rea. sonable rules and regulations with respect thereto, including, without limitation, the right to charge reasonable monthly fees for the use thereof by Unit Owners as the Association deems nccessary or appropriate; and (c) The right and power of the Association to grant easements, leases, and licenses through or over the Common Elements to the fullest extent -24- 066 allowed by Section 44-3-106 of the Act as may bc amcndcd. 18.2 ~i~,,t~!~. There shall be appurtenant to each Unit a nonexcIusive ¢_~ment for use of all pipes, wir~ cables, conduits, utility lines, flues and ducts serving such Unit and situated in any other Unit. Each Unit shall be subject to an easement in favor of other Units for use of all pipes, wires, cabIes, conduits, utility lines, flues and ducts situated in such Unit and service such other Units. :" 18.3 F, atig. af, ill:Bt,~. If any portion of the Common Elements now encroaches upon any Unit, or if any Unit now encroaches upon any other Unit or upon any portion of the Common Elements, or if any such encroachment shall occur hereafter as a resul! of(i) settling of a Unit or Units; (il) repair, alteration or reconstruction of the Common Elements made by or with the consent of the Association; (iii) repair or reco~,ucdon of a Unit or Units following damage by fire or other casualty; or (iv) condemnation or eminent dom_~ir~ proceedings, a valid easement shall erdst for such encroachment and for the maintenance of the same so long as the Property remains subject Io the Act. 18.4 ~. The Association shall have the irrevocable fight, to be exercised by the Board of Directors, m have access to each Unit from time to dine during re_~_~nable hours as may be necessary for the maintenance, repair or replacement of any of the Common Elements therein or accessible therefrom, or for making emergency repairs therein necessary to prevent damage to the Common Elements or to another Unit. I g.5 PZI~Le,~[_~/2~. No Owner shall do any work which would jeopardize the sotm~ess or safety of the Property, reduce the value thereofor impair any easement or hereditament without in every such ease unanimous consent of all other Owners being first obtained. Art/cie 19 Declarant t~ieht~ 19.1 ~. Notwithstanding anything to the contrary contained elsewhere in this Dectaration, or any other Condominium Instrument, or the Articles of Incorporation, in accordance with the Act and this Declaration, the Declarant shall have the following rights: 19.2 Easement. The Declarant and its duly authorized agents, representative, and employees shall have, and there hercby is reserved unto the Declarant, its agents, representative, and employees, and easement over, across and to the Condominium for construction of Units or common facilities for creating and maintaining temporary structures or facilities to be used in such con~Uuction, provision of warranty services to Owners, provision ofservices to tenants, and for the maintenance of sales and/or leasing offices, signs, and/or model Units on the Condominium property, so long as Declarant owns any Unit -25° subject to this Declaration primarily for the purpose of sale or lease (herein called "Declarant's Easement"). Declarant's Easement shall speciHcally include but not be limited to a Hght of unimpeded access during the normal business hours of Declarant's sales office for the general public. 19.3 Conuol. The Declarant shall have the right to appoint and remove any member or members of the Board of Directors. The Declarant's authority to so appoint and remove members of the Board of Directors shall expire on the first to occur of the following: (i) the expiratiofl-ofseven (7) years after the date upon which this Declaration is recorded in the Office of the Clerk'of the Superior Court of Fayette County, Georgia; (ii) the date as of which seventy eight and eight tenths (78.8 %) percent of the Units shall have been conveyed by the Declarant to Unit Owners other than a Person or Persons constituting the Declarant; or ' (iii) the date on which the Declarant voluntarily relinquishes such fight by executing and recording, in the Office ofthe Clerk of the Superior Court of Fayetle County, Georgia, a written declaration of intent which shall be come effective as specified in such declaration. 19.4 Sales Activity. Notwithstanding anytl~g to the contrary contained herein, until the termination of Declarant's Easement, Declarant shall have the fight to construct and sell or lea.se Units and to erect and maintain signs and temporary facilities to facilitate such construction, sales, or leases as it, in its sole discretion, deercus appropriate and shall not be required to comply with the provisions of this Declaration regarding signs, temporary facilities, and sales and leases. Article 20 No successor to Declarant by operation of law or through purchase of Declarant's interest in the Property, or any pan thereof, at foreclosure shall be liable for any act, omission or matter occurring prior to the time such successor succeeded to the interest of Declarant. Article 21 Except in the case of an amendment to this Declaration by the Association to assign or reassign Limited Common Elements, or by the Declarant to relinquish its fight to appoint and remove Directors of the Association, or by the Declarant to initially assign Common Elements ~ Limited Corrunon Elements, or by Declarant to expand the Condominium as provided herein, or as a result of conderrmation or -26- substantial damage and destruction as provided herein and in the Act or as otherwise required or permitted by the Act or by Georgia law; this Declaration may be atner~ded only as follows: (a) All amendments to this Declaration, other than as specified/dove, may be made only by the agreement of Owners of' Units to which two thirds (2/3) of the votes in the Association ~... Co) So long as the Declarant has the Hght to control the Association, no amendment to the Declaration or Bylaws shall be effective until approved in writing by the Declarant. So long as Declarant has the right to maintain sales activity within the Condominium, no amendment limiting or restricting that right shall be effective until approved in writing by Declarant. (c) Notice of any meeting at which a proposed amendment will be considered shall state the fact of consideration and the subject matter of the proposed amendment. Any member may evidence consent to any amendment in writing without the necessity ora meeting or to supplement votes received at a meeting. (d) No amendment by the Association s.h,I1 be effective until it is certified by the officers of the Association. No amendment shall be effective until it is filed for record in the office of the Clerk of Superior Court of Fayette County, Georgia. Any amendment so certified (and executed by the Declarant, if required) and recorded shall be conclusively presumed to have been duly adopted. Article 22 General 22.1 ~. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of'any provision of'this Declaration to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or thc 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. 22.2 Captions. The captions of.each Article and Section hereof., as to the contents of'each Article and Section, are inserted only convenience and are in no way to be construed as defining, limiting, ex~ending or other,vise modifying or adding to the particular Article or Section to which they refer. 22.3 Notices. Notices provided f,or in this Declaration or the Articles or Bylaws shall be in writing, and shall be addressed to any Owner at the address of the Unit and to the Declarant or the Association at the address of their respective registered agent in the State of Georgia. Any Owner may designate a different address for notices to such Owner by giving written notice to the -27- Association. Notices addressed as above shall be deemed delivered three business.days after mailing by United Sates Registered or Certified Mail, postpaid, or upon delivery when delivered in per~)n, including delivery by Federal Express of other reputable courier service. 22.4 ~. If any of the covenants, conditions, restrictions or other provisions of this Declaration shall be unlawful, void or voidable for violation of the rule ag _a~st perpetuities, then such provisions shall continue only until 21 years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England. 22.5 ]iI~l].[l.~i~[~. To the fullest extend allowed by the Georgia Nonprofit Corporation Code, and in accordance therewith, the Association shall indemnify every current and former officer, director and committee member against any and all expenses, including, but not limited to, attorney's fees, imposed upon or reasonably incurred by any office, director or comrrtittee member in connection with any action, suit or other proceeding (including settlement ofany suit or proceeding, if approved by the then Board of Directors) to which such officer, director or committee member may be a party by reason of being or having been an officer, director or committee member. The officers, directors and committee members shall not be liable for any mistake ofjudgrnent, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct or bad faith. The officers, directors and committee members shall have no pe~onal liability with respect to any contract or other commitment made by them in good faith, on behalf of the Association and the Association shall indenmi~ and forever hold e~ch such officer, director and committee member free and harmless against any and all liability to others on account o£ any ~ch contract or commilment. Any right to indemnification provided £or herein shall not be exclusive of any olher fights to which any officer, director or committee member, or former officer, director or commit%ce member, may be entitled. The Association shall ws[nta[n adequate genera] liability and officers and director's liability insurance to fund this obligation, if such coverage is reasonable available. 22.6 Security. The Association may, but shall not be required to, from time to time, provide measures or take actions which directly or indirectly improve safety in the Condominium; however, each Owner, on behalf of such Owner and the Occupants, guests, licensees, and invitees, of the Unit acknowledges and agrees that the Association is not a provider of security and shall have no duty to provide security in and to the Condominium. It shall be the responsibility of each Owner to protect such Owner's persons and properly and ail responsibility to provide security shall lie solely with each Unit Owner. The Association shall not be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of safety measures undertaken. 22.7 ~. The Association may exercise any right or privilege given to it expressly by the Act, this Declaration, the Bylaws, any use -28- BOOK 1 1 S 9 P.fi, GE 0 6 9 ~oo~ 118 9P~ 0 7 0 restriction or rule, and every other right or privilege reasonable to be implied fi.om the existence of any right or privilege given to it therein or reasonably necessary to effectuate any such righ! or privilege. 22.$ P. ItI~I~. This Declaration was prepared by: Edwin M. Ceccaxelli, Attorney at Law, 237 Roswell Street, Marietta, Georgia 30060. IN WITNESS WHEREOF, the Declarant ha~ executed this Decla~afion under seal, this _ day of October, 1997. DECLARANT: HYLAND DEVELOPERS, INC., a Georgia corporation B -.~2g'.. y Halli an, Pze~ident" [CORPORATE SEAL] '"' Signed, sealed, and delivered in thc p~sence of: /~/ NOTARY PUBLIC~ January .~0. 2000 -29- BOOK .l 1 $ 9P,~OE 0 ?'4 BYLAWS OF GEORGIAN PARK CONDOMINILrM ASSOCIATION, INC. Prepared By: EDWIN M. CECCARELL! ATTORNEY AT LAW 237 ROSWELL STREET MARIETTA, GEORGIA 30060 EXHIBrrC,' I.I 1.2 2.1 BYLAWS OF GEORGIAN PARK CONDOMINIUM ASSOCIATION, INC. -TABLE OF CONTENTS- Article I - Name ................................................................................ -i- Article 2 Definitions general .......................................................................... -I- Article 3 Membership md Voting Rights ...... -1- 3.~ ~mmtmr~ ................................................................. -t- 3.2 V~ ................................................................. 3.3 [;uspension of Voting Rights .................................................. 2- Article 4 Meetings of Unit Owners .....-2- 4.t ~ ............................................................ -2- 4.2 il~ ............................................................. -2- 4.3 hLmimn.thlmin~ .............................................................. -2- 4.4 l~mhr, nhii~ ........................................................ 4.5 Ouorum ......................................................................... -3- 4.6 Proxies ........................................................................... -3- 4.7 ~ .............................................................. -3- 4.8 Decisions of Unit Owners ...................................................... -4- 4.9 ~ .......................................................... -4- 4.10 Action in l.,icu of Mectlngs ...................................................... 4.11 Action by Writlen Ballot ......................................................... -4- Article 5 ~ ................... -5- 5.1 Jq~mber and 0ualifications .................................................... -5- 5.2 Election ~nd Term of Office ................................................... -5- 5.3 ~ .........................................................-5- 5.4 c~mnual Or~anizatlon Meetin~ ................................................. -5- -i- 5,? ~iver o£NoHce: Action wilhou~ Meeling .................................. -6- 5.8 Voting: Ouorum of'the Board: Adjournmen! o£M¢¢~ing.~ .....................-6- 5.9 Powers and Duties .............................................................. -6- Article 6 Officers ...................... -8- 6,1 Designation ...................................................................... -8- . L u LOJYaraa ............................................................... 6.3 Remova] of'O~cers ............................................................ -8- 6.4 Multiple Offices .................................................................. -8- 6.5 President ......................................................................... -8- 6.6 Vice Presidgn! ................................................................... -9- 6.7 Secretary ......................................................................... -9- 6.8 Treasurer ........................................................................ -9- 6.9 ~ ................................................................... -9- 7.1 7.2 10.1 10.2 Ars. icle 7 Officers and Directors: General Provisions.. -9- .Contracts with Interested Par~ies .................................................. -9- Indemnification .................................................................. -10- Article 8 Books and Records ........................... -10- Article 9 Amcndmmla ..................................-10- Article 10 Conflicts ............................................................................ - 10- Fiscal Year .......... ' ................................................................. -10- -ii- BYLAWS OF GEORGIAN PARK CONDOM/NIUM ASSOCIATION,/NC. Article I 1,1 Name. The name of the association is GEORGIAN PARK CONDOM/NIUM ASSOCIATION, INC., a Georgia nonprofit membership corporation (hereinafter referred to as the "Association"L 1.2 Location. The principal of/lee of the Association shall be located in the State of Geo~'gia. Meetings of members and directors may be held at such places within the State of Georgia as may be designated from time to time by the Board of Directors. Article 2 2. l General. The terms used in these Bylaws, unless ott~erwise specified or unless the context othet'wise requires, shall have the meanings specified in Official Code of Georgia Annotated Section ~, 3-71 and the Declaration of Condominiur,, for Georg;.an Park Condominiums, A Condominium (hereinafter called the ~. Statutory references shalI be construed as meaning the referenced statute or portion thereof as the same may exist f~om time to time. Article 3 Membership and Voting Rights 3.1 M~;lhr, lihill. E~ac_h Unit Owner shall automatically be a member of the Association, which membership shall continue during the period of Ownership by such Unit Owner. 3.2 v_.oXillg_P~,hli. The Association shall have one class of voting membership which shall consist of all Unit Owners. Such Owners shall be entitled to exercise voting fights as provided in the Georgia Condominium Act, the Declaration and as prescribed herein. The number of votes allocated to each Unit is as set forth in the Declaration. When a Unit is owned by other than one or more natural persons, the person entitled to cast the vote for such Unit shall be designated by a certificate signed by the record Owner of such Unit and filed with the Secretary. Each such certificate shall be valid until revoked, superseded by a subsequent certificate or a change occurs in the Ownership of such Unit. When a Unit is owned by more than one natural person, they may, without being required to do so, designate the person entiflecl to cast the vote -1- Ilgq for such Unit as provided above. provisions shall apply: BOOK l 1 8 9PAGE 0 ? 8 In the event they do not designate such a person, the following (a) lfonly one is present at a meeting, the person present shall be counted for purposes ora quorum and may eaxt the vote for the Unit, just as though he owned it individually, and without establishing the concurrence of the absent person or persons. (b) If more than one of such Owners, whether or not ali of them, are present at a meeting and concur, any one of the Owners may cast the vote for the Owners. -.... (c) If more than one of such OWners, whether or not all of them, are present at a meeting and are unable to concur in their decision upon any subject requiring a vote, they shall lose their fight to vote on that subject at that meeting. The votes of the Unit Owners shall be cast under such rules and procedures as may be prescribed in the Declaration or in these Bylaws, as amended from time to time, or by law. 3.3 Sus~nsion of Voting Right~. During any period in which a Uni! Owner shall be in default in payment of any assessment, the voting rights of tach Unit Owner may be suspended by the Board of Directors until such assessment has been paid. Such fights of a Unit Owner may also be suspended, for a period not to ex.ed 30 days, for violation of any rules and regulations established by the Board of Directors. Article 4 Meetings of Unit Owners 4.1 Alrll~d~lJI~. The first armnal meeting of the Unit Owners shall be called by the President upon request of the Declarant and shall be held within 12 months following the incorporation of the Association. Each subsequent regular annual meeting of the Owners shall be held on the same day of the same month of each year thereafter unless otherwise provided by the Board of Directors. If the day for the annual meeting of the Unit Owners is a legal holiday, the meeting will be held on the first day following which is not a legal holiday. 4.2 ~. Special meetings of the Unit Owners may be called at any time by the President or by the Board of Directors, or upon written request of the Unit Owners who are entitled to vote at least twenty-five (25%) percent of the votes of the mcmbership. 4.3 l~lf_k[~,l~. Written notice of each meeting ofthe Unit Owners shall be given by, or at the direction of, the Secretary or person authorized to call the meeting at least 21 days in advance of any annual or regularly scheduled -2- meeting, and at least seven days in advance of any other meeting, stating the time, place and purpose of such meeting. Such notice shall be delivered personally or sent by United States mail, postage prepaid, to all Unit Owners of record at such address or addresses as any of them may have designated, or, if no other address has been so designated, at the address of their respective Units. 4.4 ~. After the record date for any meeting is established by the Board of Directors, the Secretary shall prepare an alphabetical list or,he names and addresses of all of the members who are entitled to notice of the meeting. Be.ginning at least two business days after notice i~,given of the meeting for which the list was prepared, the list of members shall be available for inspection by any member or a member's agent or attorney at the Association's principal office or at such other reasonable place as may be specified in the notice. In addition, the list shall be available for inspection at the meeting or any adjournment thereof. 4.5 ~3~;ff3~1. The presence at the meeting of Unit Owners and/or proxies entitled to cast more than one-third of the votes of the membership shall constitute a quorum for any amion except as otherwise expressly provided in the Georgia Condominium Act or in the Declaration. If, however, such quorum shall not be present or represented at any meeting, the Unit Owners and/or proxies entitled to cast a majority of the votes ~hereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. 4.6 Proxies. Except as otherwise provided herein, at all meetings of the Unit Owners, each Unit Owner may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. E~ch proxy shall be revocable, shall automatically cease upon conveyance by a Unit Owner of such Unit ~nd shall be effective only for the meeting specified therein and any adjournment thereof. 4.7 Order of Bm;iness. The order of business at ail armual meetings of the Owners shall be as follows: (a) Roll call. (b) Proof of notice of meeting. (c) Reading of minutes of preceding meeting. (d) Reports of officers. (e) Report of Boa.rd of Directors. (f) Reports of committees. (g) Election of Directors. -3- (la) Unfinished business. (i) New Business. 4.8 Decisions of Idrlit Owners. Unless otherwise expressly provided in the Georgia Condominium Act, the Declaration or these Bylaws, a majority of'the votes cast on any paxticular issue shall be necessary to adopt decisions at any meeting o£the Unit Ov~ers. During such time as the Declarant has the right to control the Association pursuant to the provisions of Official Code of Georgia Annotated Section 44-3-101, no decision or resolution duly adopted by the Unit Owners shall be effective or valid until the Declarant's approval or consent shall have been obtained. 4.9 Conduct of Meetings. The President shall preside over all meetings ofthe Unit Owners and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions duly adopted as well as a record or' all transactions occurring at such meetings. The latest edition of' Roberts Rules of Order shall govern the conduct of all meetings of the Unit Owners when not in conflict with the Georgia Condominium Act, the Declaralion or these Bylaws. 4.10 Action in Lieu of Meeting,. Any action to be taken at a meeting of the members of the Association, or any action that may be taken at a meeting of the members of the Association, may be taken without a meeting ifa consent in writing, setting forth the action so taken, shall be sign.ed by the requisite number or percentage of members of the Association required by law, the Declaration, the Articles of Incorporation or these Bylaws, for such action to be taken, and any further requirements of law pertaining to such consents have been complied with. 4.11 Action By Written Ballot. Any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if approved by written ballot as provided herein. The Association shall deliver a written ballot to each member entitled to vote on the matter. The written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of directors; and specify the time by which a ballot must be received by the Association in order to be counted. A timely written ballot received by the Association may not be revoked. Approval by wriRen ballot of an action shall only be valid when the number of votes cast by a ballot equals or exceeds the quorum required to be present at a meeting held to authorize such action and the number ofapprovals equals or exceeds the number of votes cast was the same as the number of votes cast by ballot. The resulte of each action by writlen ballot shall be certified by the Secretary and shall be included in the minutes of meetings of members filed in the permanent records of the Association. -4- Article 5 5.1 Number and Oualifications. Following expiration of the period ofthe Declarant's right to control the Association pursuant to the provisions of Official Code of Georgia Annotated Section 44-3.101, the Board of Directors of the Association shall be composed of three persons. With the exception of those persons appointed as directors by the Declarant pursuant to the provisions of Official Code of Georgia Annotated Section 44-3-101, each such person shall be a member of the Association or the representative of a member. 5.2 Election and Term of Office. Upon the termination of the Declaram's right to control the Association pursuant to the provisions of Official Code of Georgia Annotated Section 44-3-I01, the Declarant shall give at least seven days' written notice to each member ora special meeting oft. he members, to be held not more than 30 days after the date of such termlrmtion, to elect a new board ofdkectors. At such meeting, and at each annual meeting ~hereaRer the Unit Owners shall elect three directors for a term of one year each. Except in the case of death, resignation or removal, each director elected by the members shall serve until the art~na! meeting at which his term expires and until his successor has been duly elected and qualified. Persons receiving the largest number of votes at any election of directors shall be elected whether or not such number constitutes a majority of the votes cast. Cumulative voting shall not be permitted. 5.3 Removals: Vacancies. Following expiration of the period of the Declarant's right to consol the Association pursuant to the provisions of Official Code of Georgia Annotated Section 44-3-101, any director may be removed from the Board of Directors with or without cause, by a majority vote of the Unit Owners theretofore entitled to elect such director. In the event of death or resignation ora director, his successor shall be selected by the remaining members of the board. In the event of removal ora director, his successor shall be elected by the Unit Owners theretofore entitled to elect such director. Any such successor shall serve for the unexpired term of his predecessor. 5.4 p, nrlual Organization Meeting. The first meeting of the Board of Directors following each annual meeting of the Unit Owners shall be held within ten days thereafter, at such time and place as shall be fixed by the newly elected directors at such annual meeting, and no notice shall be necessary in order legally to constitute such meeting. 5.5 l~. Regular meetings of the Board of Directors may be held at such time and place as shall be delermined from time to lime by the Board of Directors. Notice of the time and place of regular meetings shall be given to every director by mail or telephone at least three days prior to the date of such meeting. 5.6 Special Meetings. Special meetings of the Board of Directors may be called -5- B00 1 1 S 91,/ 6E 0 $ J_ by the President on two days notice to every director given by mail or telephone and stating thc time, place and purpose of the meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the ~,Ti~n request of directors entitled to cast at least two votes at such meetings. 5.7 Waiver of Nolice: Action without Meeting. Whenever notice of a meeting of the Board of Directors is required to be given under any provision of these Bylaws, a written waiver thereof, executed by a director before or after the meeting and filed with the S~cretary, shall be deemed equivalent to notice to the director executing the same. Attendance at a meeting by the director shall constitute a waiver'of notice of such meeting by the director if such director attends the meeting without protesting prior thereto or at the meeting's commencement the lack of notice to Mm. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in any writlen waiver of notice. Any action required or permitted to be taken at any meeting ofthe Board of Directors may be taken without a meeting provided that all directors consent to the action in writing and the written consents are filed with the records of the proceedings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting. 5.8 Voting: Ouon~m of the Board: Ad_ioumrqenl 9fMeetinEs. At all meetings of the Board of Directors, each director shall be entitled to cast one vote. The presence in person of directors representing a lea.st two-thirds of the votes of the Board of Directors shall be a quorum at any Board of Directors meeting and a majority of the votes present ~ voting shall bind the Board of Directors and the Association as to any matter within the powers and duties of the Board of Directors. 5.9 ~. The Board of Directors shall have the powers and duties necessary for administration of the affairs of the Association and may do all such acts and things except as by law or the Declaration may not be delegated to the Board of Directors by the Unit Owners. In exercising its powers and duties, the Board of Directors shall take as its slandard the maintenance of the general character of'the condominium as a commercial office park in the quality of its maintenance, use and occupancy. Such powers and duties of the Board of Directors shall be exercised in accordance with and subject to all provisions of the Georgia Condominium Act, the Declaration and these Bylaws and shall include without limitation powers and dudes to: (a) Operate, care for, maintain, repair and replace the Common Elements and employ personnel necessary or desirable therefor. (b) Determine common expenses of the Association. (c) Collect assessments fi.om the Unit Owners. (d) Adopt and amend rules and regulations covering the details of the operation and use of the condominium. -6- (e) required thcrcfor. Open bank accounts on behatfofthe Association and designate the sigr~ories (f) Manage, cont.tol, lease as lessor, ~nd otherwise deal with the Common Elements, including power to make shut-offs of common service and other interruptions of the normal functioning of the buildings to facilitate performance of any maintenance or repair work or the making of additions, alterations or improvements by the Association or the Unit Owners pttrsuant to provisions of the Declaration. The Board of Directors shall use reasonable efforts to disrupt the Unit Owners and occup....ants as little a~ possible in exercising such authority to effect shut-offs and other interruptions. (g) Purchase, lease or otherwise acquire Units offered for sale or lease or surrendered by their Unit Owners to the Association (h) Own, sell, lease, encumber, and otherwise deafl in, but not vote with respect to, Units owned by the Association (i) Obtain and maintain insurance for the condominium pursuant to the provision of the Decla_~afion. (j) (1) Make additions and improvements to and alterafiova of the Common Elements, and (2) make repa~ to and restoration ofthe property ~er damage or destruction by £tre or other casualty, or as a result of condemnation. (k) Enforce by any legal or equitable remcdie~ available all obligations of thc Unit Owners or any of them to the Association. Such enforcement power shall include, without limitation, the power to levy, as assessments, fines against Unit Owners for default in the performance of said obligations in such amounts as from time to time the Board of Directors may deem proper in the circumstances, counting each day a violation continues ~er notice from the Board of Directors as a separate violation. If any Owner fails to pay a fine wit}fin ten days after notification thereof, the Board of Directors may levy, as assessments, additional fines to enforce payment of the initial fine. (l) Appoint auditors of the Association. (m) Employ a marmgcr or managing agent and delegate thereto any duties of the Board of Directors under subparagraphs (a), (c), (e), (i) and (o) of this Section. (n) Conduct litigation and be subject to suit as to any cause ofactlon involving the Common Elements or arising out of the enforcement of the provisions of the Georgia Condomirfium Act, the Declaration or these Bylaws. (o) Make contracts in connection with the exercise of any of the -7- BOOK powers and duties of the Board of Directors. (p) Take all other actions the Board of Directors deem~ necessary or proper for the sound management of the condominium and fulfillment of the terms and provisions of the Georgia Condominium Act, the Declaration and these Bylaws. _ In thc case of those powers and duties specified in the foregoing clauses (d), (gl, th), (j), (1), and tm), the Board of Directors need exercise the same only to the extent, if any, it deems necessary or desirable or is required to do so by vote of the Unit Owners. The Board of Directors shall not be obligated to take any action or perform any duty imposed upon it requiring an expenditure of funds unless in its opirfion it shall have funds o£the Association sufficient therefor. Article 6 Officers 6. I ~. The principal officers of the Association shall be the President, the Vice President, the Secretary and the Treasurer, a~l of whom shall be elected by the Board of Directors. One person ma), hold the office of Secretary and Tre~urer simuitaneously. The Board of Directors may appoint an assistant t~asurer, and assistant secretary, and such other offeers as in its judgment may be ~sary. The Vice President may also hold the oi'fice of assistant secretary and perform the functions thereof in the absence of the Secretary. The President and Vice Pre~ident shall be members of the Board of Directors. Any other officers may be, but shall not be required to be, members of the Board of Directors. 6.2 .~gli.921&f~g~. The officers of the Association shall be elected annually by the Board of Directors at the org~iTation meeting o£each new Board o£Directors and shall hold offce at the pleasure of the Board of Directors. Any vacancy in an office shall be filled by the Board o£Directors at a regular meeting of the Board of' Directors, or at any special meeting of the Board of Directors called for such purpose. 6.3 Removal of Officers. Upon thc affrmative vote of majority of the votes of the Board of Directors, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose. · 6.4 Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offces except in the case of special offices created pursuant hereto. 6.5 President. The President shall be the chief executive of the Association. He shall preside at all meetings o£the Unit Owners md ofthe Board of Directors. He shall have all of the general powers and duties which are incident to the office of president of a corporation, including, but not limited to, the power to appoint commi~ees fi.om among the Unit Owners fi.om time to time as he may, in his sole discretion, deem appropriate to assist ha the conduct of the affabs o£the Association. 6.6 Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the_President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall, from time to time, be imposed upon him by the Boan:l of Directors or by the President. 6.7 Secretary_. The Secretary shall keep the minutes of all meetings of the Unit Owners and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct. He shall, in general, perform all the duties incident to the office of secretary ora corporation and such other duties as shall, from time to time, be imposed upon him by the Board of Directors or by the President. 6.g Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping .tull and, a~urate financial records and books of account show~ng all receipts and disbursements, and for the preparation of all ~tuired fi~ancial st,: he shall be responsible for the deposit of all monies and other valuable effects in the name of the Association, in such depositories as may fi'om time to time be designaled by the Board of Directors, ~nd he shall, in general, perform all the duties incident to the office of treasurer ora corporation and such other duties as shall, from time to time, be imposed upon him by the Board of Directors or by the President. 6.9 (~om~nsation. Unless otherwise expressly provided by the Board of Directors, no of'ricer shall receive compensation fi.om the Association for acting as such, but shall be entitled to reimbursement fi.om the Association as a common expense for reasonable out-of-pocket disbursements made by him in the performance of his duties. No officer shall be obligated to make any such disbursements. Article 7 Officers and Directors: General Provisions 7.1 Contracts with Interested Parties. No contract or transaction between the Association and one or more of its officers or directors, or be~veen the Association and any other entity in which one or more of the Association's officers or directors are officers, directors, partners or trustees, or have a financial interest, shall be void or voidable solely for this re,son, or solely because the Association's of'ricer or director is-present at or participates ha the meeting of' the Board of Directors which authorizes the contract or -9- transaction, or solely because kis or their voles ~e cou~led ['or suc~ purpose, if(a) the matefial £acts a~ to his interest and as lo the contract or trar~Saction are di~losed or ~re known to the Board of Directors a_nd the Bom'd o['Directors tn good £a~th authorized the con~'act or b-ansacfion by a vote sufficient for such purpose without counting the vote or voles of the interest director or directors; or (b) the material facts as to his interest and as to the conU'act or transaction are disclosed or are known to the Unit Owners entitled to vote thereon, and the contract or tranzaction is specifically approved or ratified in good faith by vote of such Unit Owners; or (c) the~ontract or transaction is fair as to the Association as...pf the time it is authorized, approved or ratified by the Board of Dk'~ectors or the Unit Owners..Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or wansaction. 7.2 Indemnification. Pursuant to the provisions of the Declaration, the Association shall indemnity its officers and directors to the extent provided in and subject to the limitations of the Declaration. Article g Books and Records The Association shall keep such books and records as by law provided and shall make same available for inspection by any Unit Owner, any institutional holder ora first mortgage on a Unit, and their respective agents and attorneys, for any proper purpose at any reasonable time. Article 9 Amendments During the period of the Declarant's fight to conlroi the Association pursuant to Ihe provisions of Official Code of Georgia Annotated Section ~.". 3-101, these Bylaws may be amended by the Board of Directors without a vote of the members, thereafter, these Bylaws may be amended only upon approval by the Owners of the Units to which two-thirds (2/3) of the votes in the Association appertain. Each such amendment shall be effective when adopted or at such laler date as may be specified therein. Article I0 Miscellaneous 10.1 Conflicts. In the event of any conflict between the Declaration and these Bylaws, the Declaration shall conlxol. 10.2 ~. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of Decem .bet o f every year. -10-