Loading...
Maple ShadeABOVE SPACE I~)R RECORDER'S USE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MAPLE SltADE THIS DECLARATION OF COVENANTS, CoNDmONS, AND RESTRICTIONS FOR MAPLE SHADE, made by HALLIGANZrERRELL VENTURE I, LLC, a Georgia limited liability company, (hereinafter referred to as the "Declarant"). WITNESSETH: WHEREAS, Declarant is the owner of certain real property located in Fayette County, Georgia, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference, (hereinafter referred to as the "Property"). WHEREAS, Declarant deems it desirable to create the Maple Shade Community Assodation Inc., a Georgia non-profit corporation (as hereinafter defined) to own, maintain and administer the Common Area and perfomi other activities related to the Property (as hereinafter defined) in accordance with the Covenants and Restrictions as hereinafter provided and to insure the enjoyment of such Common Area and the Property by its residents; and WHEREAS, Declarant intends that every Owner (as hereinafter defined) of a Lot (as hereinafter defined) which is made subject to this Declaration does automatically and by reason of such ownership, and by reason of this Declaration, become a member of the Maple Shade Community Association and subject to its valid rules and regulations and subject to the assessments by the Association pursuant hereto; and WHEREAS, as hereinafter provided in this Declaration, Declarant has retained and reserved the right, privilege, and option to submit to the provisions of this Declaration at a later time and from time to time, as a part of the residential community described herein, all or any portion of the property described in Exhibit B, attached hereto and incorporated herein acquire from time to time and wish to subject to the terms of the Declaration; and WHEREAS, in connection with the development of the aforesaid residential community, Declarant is developing those certain Common Areas and other recreational facilities and amenities, if any. NOW, THEREFORE, Declarant hereby declares that all of the Property described in Exhibit A and any additional property described in Exhibit B as may by subsequent amendment hereto be subjected to this Declaration shall be held, transferred, sold conveyed, leased, occupied, and used subject to the following easements, restrictions, covenants, charges, liens and conditions which are for the purpose of protecting the value and desirability of and which shall touch and concern and run w/th title to the real property subjected to this Declaration, and which shall be binding on all parties having any right, title, or interest in the described properties or any portion thereof, and their respective heirs, successors, successors-in-title, and assigns, and shall inure to the benefit of each owner thereof. This document does not and is not intended to create a condominium within the meaning of the Georgia Condominium Act (O.C.G.A. Section ~.~ 3-70) and the Association is not subject to the Georgia Property Owners' Association Act (O.C.G.A. Section 44-3-220). ARTICLE I DEFINITIONS 1.01 Definitions. When used in this Declaration, unless the context shall prohibit or otherwise require, the following teux~s shall have all the following meanings; moreover, all definitions shall be applicable to and shall include both the singular and plural fmms of each tel iii: (a) "Additional Property~ shall mean and refer to the real property described in Exhibit B and all improvements thereon, together with such other additional property and all improvements thereon as Declarant shall acquire from time to time and by amendment to Exhibit B thereto record in the Records of the Clerk of the Superior Court of Fayette County, Georgia. (b) "Architectural Control Committee" shall mean and refer to the committee which shall be appointed by the Association's Board of Trustees to approve exterior and structural improvements, additions, and changes within the development as provided in Article X hereof. The rules and regulations pursuant to which such Architectural Control Committee shall act shall be prescribed by the Board of Trustees. (c) "Articles of Incorporation" shall mean and refer to the Articles of Incorporation of the Maple Shade Community Association, Inc., as amended from time to time. (d) "Assessment" shall mean and refer to an Owner's share of the Common Expenses or other charges from time to time assessed against an Owner by the Association in the manner herein provided. (e) "Assodafion" shall mean and refer to the Maple Shade Community Assodadon, Inc., a nonprofit corporation organization and existing under the laws of the State of Georgia. (f) "Board of Trustees" or "Board" shall mean and refer to the Board of Trustees of the Association, which is the governing body of the Assodation. (g) "Builder" shall mean and refer to any person or entity who is constructing a dwelling on the Property. (h) "By-Laws of the Association" or the "By-Laws" shall mean and refer to those By- Laws of the Maple Shade Community Association, Inc. which govern the administration and operation of the Association, as the same may be amended from dine to time. (i) "Common Areas" shall mean and refer to all real and personal property now or hereafter owned by the Association for the common use and enjoyment of the Occupants and Owners. Included within the Common Areas are the maintenance areas, entrance areas and landscaped island (if any), the retention pond areas, roads, streets, parking lots, walkways, sidewalks, lake areas, (if any), dam and spillways, (if any), the recreational area, street lighting and signage. The designation of any land and/or improvements as Common areas shall not mean or imply that the public at large acquires any easement of use or enjoyment therein. Streets and roads dedicated to the public by recorded plat shall not be included in Common Areas. 0) "Common Expenses" shall mean and refer to all expenditures lawfully made or incurred by or on behalf of the Assodation, together with all funds lawfully assessed for the creation or maintenance of reserves, pursuant to the provision of the Declaration. (k) "Declarant" shall mean and refer to Halligan/Terrell Venture I, Ii,C, a Georgia limited liability company, or any successor-in-fide to the entire interest of such person with respect to the Property and the Additional Property at the time of such transfer to said successor-in-tide, or any party who acquires said person's entire interest with respect to the Property and the Additional Property at the time of such acquisition pursuant to foreclosure of a Mortgage encumbering said person's interest in the Property and the Additional Property. (1) "Declaration" shall mean and refer to all covenants, conditions, restrictions, charges, and liens set forth in this instrument for Maple Shade and all amendments thereof filed for record in the Records of the Clerk of the Superior Court of Fayette County, Georgia. (m) ~Development" shall mean and refer to the Property and all improvements located or constructed thereon, and any portion of the Additional Property submitted to the provisions hereof pursuant to Section 2.02. (n) "Dwelling' shall mean and refer to each improved property intended for use as a single-family detached dwelling located within the Development. (o) "Foreclosure' shall mean and refer w, without limitation, the judicial or non- judicial foreclosure of a Mortgage, or the conveyance of secured property by a deed in lieu of a judidal foreclosure. (p) 'Institutional Mortgage' shall be deemed to mean a Mortgage held by a bank, trust company, insurance company, or other recognized lending institution, or by an institutional or governmental purchaser of mortgage loans in the secondary market, such as Federal National Mortgage Association or Federal Home Loan Mortgage Corporation. (q) "Lease" shall mean and refer to any lease, sublease, assignment, or rental contract, whether oral or written. (r) "Lot' shall mean and refer to any parcel of land located on the Property upon which a Dwelling can be constructed and shown on that certain Plat of Maple Shade Subdivision prepared by W. D. Gray & Associates dated and filed in the real ,~t~e records of the Office of the Clerk of the Superior Court of Fayette County, at Plat Book Page/~a~.l?~Fayette County reeorcls. Said parcel of land shall be deemed unimproved and thus considered to be a Lot, rather than a Dwelling, until all the improvements consi~ueted thereon are sufficiently complete to reasonably permit habitation thereon. Upon such completion, such parcel and the improvements thereon shall collectively be considered to be a Dwelling for purposes of this Declaration. (s) ~Mortgage' shall mean and refer to a security deed, deed of trust, mortgage, or other similar security instrument granting, creating, or similar security instrument granting, creating, or conveying a lien upon, a security interest in, or a security title to a Lot or Dwelling. (t) "Mortgagee' shall mean and refer to the holder of a Mortgage. (u) 'Occupant' shall mean and refer to any person, including, without limitation, any Owner or any guest, invitee, assignee, lessee, tenant, or family member of an Owner, occupying or otherwise using a Dwelling within the Development. (v) "Owner' shall refer to any Persons (as hereinafter defined), including Declarant, who is or shall be a record owner by purchase, transfer, assignment or foreclosure of a fee or 4 ') 204 AOE undivided fee interest in a Lot or Dwelling within the Property, excluding, however, those persons having an interest merely as security for the performance of an obligation, such as an interest under a Mortgage. (w) ~Person~ shall mean and refer to a natural person, corporation, pa~i,tership, joint venture, association, wast, or other legal entity, or any combination thereof. (x) ~Property~ shall mean and refer to those tracts or parcels of land described on Exhibit A, together with all improvements thereon, inducting the Common Areas, roads, utility systems, drainage systems, and other improvements serving the Lots and Dwellings, and, upon submission to the provisions of this Declaration, the tracts or parcels of land described in Exhibit B, or any portion thereof, or any tracts or parcels of land hereafter added by amendment thereto, together with all improvements thereon. ARTICLE II 2.01 Development of Property. Except as otherwise set forth in Section 10.10, all Lots within the Development shall be and are hereby restricted exclusively to single-family residential use and shall be subject to the standards and restrictions set forth in Article X hereof. Declarant shall have the right, but not the obligation, for so long as Declarant owns any LOt or Dwelling primarily for the purpose of sale or has the unexpired option (as defined in Section 2.02) to make improvements and changes to all Common Areas and to Lots or Dwellings owned by Declarant, including, without limitation, (i) installation and maintenance of any improvements in and to the Common Areas, (ii) changes in the location of the boundaries of any Lots or Dwellings owned by Declarant or of the Common Areas, (iii) changes in the boundaries between the Common Areas and any portion the Property owned by Declarant (or any of the Additional Property submitted to the temrs hereof), (iv) installation and maintenance of any water, and other utility systems and facilities and (v) installation of security and/or refuse fadlities. 2.02 Development of Additional Property. Declarant hereby reserves the oPtion, to be exercised in its sole discretion, to submit from time to time the Additional Property, or a portion thereof, to become part of the Property. This option may be exercised by Declarant in accordance with the following fights, limitations on such option to add all or any portion of the Additional Property to the Development: (a) The option may be exerdsed from time to time during a period of ten (10) years from the date of this Declaration; provided, however, that Declarant reserves the right to terminate such option at any time prior to the expiration of such ten (10) period by executing and filing an agreement evidencing such tem,ination in the Records of the Clerk of the Superior Court of Fayette County, Georgia. No other circumstances will tem~nate such option prior to the expiration of such ten (10) year period. (b) The legal description of the Additional Property as of the date hereof is set forth Exhibit B; portions of the Additional Property (together with additions thereto made in accordance herewith) may be added to the Development at different times, and there are no limitations fixing the boundaries of those portions or regulating the order, sequence, or location in which any of such portions may be added to the Development. The exerdse of the option to submit a portion of the Additional Property to the Declaration shall not bar the further exerdse of this option as to other portions or the balance of the Additional Property. (c) If the Additional Property, or any portion thereof, is added to the Development, Declarant reserves the right to designate the boundaries of the Lots and Dwellings, as well as the Common Areas, if any, to be added to the Development in connection therewith. (d) Should the option to add the Additional Property, or any portion thereof, not be exercised within the term specified herein or be terminated by Declarant, such option shall in all respects expire and be of no further force and effect. In the event that such option expires or is terminated, as aforesaid, Declarant shall not be obligated to impose on the Additional Property of any portion thereof any covenants, conditions, or restrictions whatsoever. (e) The option reserved by Declarant to cause all or any portion of the Additional Property to become part of the Development shall in no way be construed to impose upon Declarant any obligation to add all or any portion of the Additional Property to the Development or to construct thereon any improvements of any nature whatsoever. The option reserved under this Section 2.02 may be exercised by Declarant only by the execution of an amendment to this Declaration which shall be filed in the Records of the Clerk of the Superior Court of Fayette County, Georgia, together with a legal description of the Additional Property or such portion or portions thereof as are being added to the Development by such amendment. Subsequent thereto, Declarant shall convey to the Association the Common Area, ff any, with the conveyance to be subject to the lien of taxes not yet due and payable, all easements and restrictions of record, utility easements serving or otherwise encumbering the Property and/or the Additional Property, and any exceptions which would be disclosed by an accurate survey or physical inspections of such parcel(s). Any such amendment shall expressly submit the Additional Property or such portion thereof to all the provisions of this Declaration, and upon the exercise, if any, of such option or options, the provisions of this Declaration shall then be construed as embracing the real property described in Exhibit A and the Additional Property or such portion or portions thereof so submitted to the terms hereof, together with all improvements located thereon. If the Additional Property or any portion or potions thereof is added to the Development, then from and after such portion or portions by such amendment to this Declaration, the number of votes in the Association shall be increased by the number of Lots or Dwellings to be located on the Additional Property or such portion or portions thereof as are added so that there shall continue to be one vote in the Association per Lot or Dwelling in the Development. In no event shall Declarant be obligated to submit the Additional Property, or any portion thereof, to the provisions of this Declaration or to impose upon the Additional Property, or any portion thereof, any covenants, conditions, or restrictions whatsoever. 2.03 Interest Subiect to Plan of Development. Every purchaser of a Lot or Dwelling shall purchase such Lot or Dwelling and every Mortgagee and lien holder holding an interest therein shall take title, or hold such security interest with respect thereto, subject to this Declaration, and by virtue of conveyance to a purchaser of title to a Lot or Dwelling, Shall receive its appurtenant membership and voting rights in the Association. 2.04 Subdivision Plat. Declarant reserves the fight to record, modify, amend, revise and add to, at any time and from time to time, a subdivision plat setting forth such information as Declarant may deem necessary with regard to the Development, including, without limitation, the locations and dimensions of the Lots, Dwellings, Common Areas, Additional Property, roads, utility easements and systems, drainage easements and systems, right-of-way easements, and set-back line restrictions. ARTICLE III PROPERTY RIGHTS 3.01 General. Each Lot and Dwelling shall for all purposes constitute real property which shall be owned in fee simple and which, subject to the provisions of this Declaration, may be conveyed, transferred, and encumbered the same as any other real ownership and possession of his Lot or Dwelling, subject to the provisions of this Declaration, including without limitation, the provisions of this Article III. If any chutes, flues, ducts, conduits, wires, pipes, plumbing, or any other apparatus or facilities for the furnishing of utilities or other services to a LOt or Dwelling lie partially within and partially outside of the designated boundaries of the Lot or Dwelling in question, then any portions thereof which serve only such Lot or Dwelling shall be deemed to be a part of such Lot or Dwelling. Any portions thereof which serve more than one LOt, Dwelling, or any portion of the Common Areas, shall be deemed to be a pan of the Common Areas. The ownership of each Lot and Dwelling shall include, and there shall pass with each Lot and Dwelling as an appurtenance thereto, whether or not separately described, all of the fight and interest in and to the Common Areas as established hereunder, which shall include, but not be limited to, membership in the Association. Each Owner shall automatically become a member of the Assodation and shall remain a member thereof until such time as his ownership ceases for any reason, at which time his membership in the Assodation shall automatically pass to his successor-in-rifle or successor- in-interest to his LOt or Dwelling. Upon any transfer of interest, such foL,~aer Owner shall simultaneously transfer and endorse to his successor any certificates or other evidences of his membership in the Assodafion. Lots shall not be subdivided, and except as provided in Section 2.01 and 3.06 hereof, the boundaries between Lots shall not be relocated, unless the relocation thereof is made with the consent of at least a majority of the members in the Association and Declarant, so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. Notwithstanding the foregoing, nothing herein shall prohibit the combination of two or more Lots into a larger parcel in order to create a Dwelling site larger than one Lot. Each Lot in the subdivision shall be subject to these easements, if any, which are shown on the plat as affecting such Lot. 3.02 Owner's Easement of Enjoyment. Subject to the provisions of this Declaration and the rules, regulations, fees, and charges from time to time established by the Board of Trustees in accordance with the By-Laws and the terms hereof, every Owner, his family, tenants, and guests shall have a nonexclusive right, privilege, and easement of use and enjoyment in and to the Common Areas (including, without limitation, the fight of pedestrian and vehicular access, ingress and egress over the portions of the Common Area designated for such use and the right of use of recreational facilities as erected and maintained by the Association), which right and easement shall be appurtenant to and shall pass and run with the title to each Lot and Dwelling, subject to the following provisions: (a) The right of the Association to borrow money (i) for the purpose of improving the Common Areas, or any portion thereof, (ii) for acquiring additional Common Areas, (iii) for constructing, repairing, maintaining or improving any facilities located or to be located within the Common Areas, or (iv) for providing the services authorized herein, and, subject to the provisions of Section 8.02 hereof, to give as security for the payment of any such loan a security or other security deed instrument conveying all or any portion of the Common Areas; provided, however, that the lien and encumbrance of any such security instrument given by the Association shall be subject and subordinate to any and all rights, interests, options, licenses, easements, and privileges herein reserved or established for the benefit of the Declarant, any Owner, or the holder of any Mortgage, irrespective of when such Mortgage is executed or given. Co) The rights and easements reserved to Declarant in this Article III of the Declaration. (c) The right of the Association to grant and accept easements as provided in Section 3.07 hereof and to dedicate or transfer fee simple title to all or any ponfion of the Common Areas to Fayette County, Georgia, or to any other public agency or authority, public service district, public or private utility, or other person, provided that any such transfer of the fee simple rifle must be approved by a majority of the members of the Association present in person or by proxy at a meeting of the Association and Declarant, for so long as Declarant owns any BOOt 2 U PAGE Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. (d) The rights and easements reserved in Section 3.09 hereof for the benefit of the Association, its Trustees, officers, agents, and employees. (e) The rights and easements reserved in Section 3.11 hereof for the benefit of the Additional Property. (0 The rights of the holder (and its successors and assigns of any mortgage which is prior in right of superior to the fights, interests, options, licenses, easements, and privileges herein reserved or established. 3.03 Delegation of Use. Subject to the tem~ and provisions of this Dedaration and the rules, regulations, fees, liens, assessments and charges from time to time established by the Board of Trustees, every Owner may delegate, in accordance with the By-Laws, his right of use and enjoyment in and to the Common Area and the improvements thereon, if any, to the members of his family, his tenants, guests, invites, or occupants. 3.04 Easements for Declarant. During the period that Declarant owns any Lot or Dwelling primarily of the purpose of sale or has the unexpired option to add the Additional Property of any portion thereof to the Development, Declarant shall have alienable and transferable right of way and easements in, on, over, through, under, and across the Common Areas for the purpose of constructing Dwellings and other improvements in and to the LOts and the Additional Property for: (a) Installing, maintaining, repairing, and replacing such other improvements to the Property (including any portions of the Common Areas) as are contemplated by this Declaration or as Declarant desires, in its sole discretion, including, without limitation, any improvements or changes pemdtted and described by Article II hereof; (b) The purpose of doing all things reasonable necessary and proper in connection therewith, provided in no event shall Declarant have the obligation to do any of the foregoing; (c) For use as sales offices, model homes, parking spaces in connection with its efforts to market Lots and Dwellings; (d) For the maintenance of such other facilities, equipment and signs as in the sole discretion of Declarant may be reasonable required, convenient or incidental to the completion, improvements and sale of Lots and Dwellings; (e) Access, ingress, and egress to the Common Areas and improvements thereon for such purposes as Declarant deems appropriate, provided that Declarant shall not exerdse such right so as to unreasonable interfere with the rights of Owners in the Development to the use of the Common Areas. 3.05 Title to Common Area. Declarant may from time to time convey to the Association real and personal property for the common use and enjoyment of the Owners. The Assodation hereby covenants and agrees to accept from Declarant all such conveyances of real and personal property. Notwithstanding any legal presumption to the contrary, the fee simple title to such real and personal property designated as Common Area or for public use, together with all rights therein, shall be reserved to Declarant until such time as the real and/or personal property is conveyed to the Assodation or to any munidpality or other governmental body, agency or authority. 3.06 Changes in Boundaries; Additions to Common Area.~. Declarant expressly reserves for itself and its successors and assigns, the right to change and realign the boundaries of the Common Area, and Lots or Dwellings owned by Declarant, including the realignment of boundaries between adjacent Lots or Dwellings owned by Declarant. In addition, Declarant reserves the right, but shall not have the obligation, to convey to the Assodation at any time and from time to time any portion of the Additional Property, such real property to be conveyed to the Association as an addition to the Common Areas and subject to the title exceptions set forth in Section 2.02 hereof. Furthermore, Declarant reserves for itself, its affiliates, successors, and assigns the right, but shall not have the obligation, to convey by quit- claim deed to the Assodation at any time and from time to time, as an addition to the Common Areas, such other portion of the Development owned by Declarant as it, in its discretion, shall choose. 3.07 Easements for Utilities and Public Servic~_.~ (a) There is hereby reserved for the benefit of Declarant, the Association, and their respective successors and assigns, the alienable, transferable, and perpetual right and easement, as well as the power to grant and accept easements to and from Fayette County, Georgia or any other public authority or agency, public service district, public or private utility, or other person, upon, over, under, and across: (i) all of the Common Areas, (ii) those portions of all Lots and Dwellings as are reasonably necessary, for the purpose of installing, replacing, repairing, maintaining, and using master television antenna and/or cable systems, security and similar systems, and all utilities, including, but not limited to, stomi sewers, and all systems, and retention ponds and fadlities for the development or any portion thereof, and electrical, gas telephone, water, and sewer lines, provided that such easements shall not unreasonably affect the developability, marketability or value of any such Lot or Dwelling. Such easements may be granted or accepted by Declarant, its successors, or assigns, or by the Board of Trustees, provided, however, that for so long as Declarant owns any Lot or Dwelling 10 primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, the Board of Trustees must obtain the written consent of Declarant prior to granting and accepting any such easements. To the extent possible, all utility lines and facilities serving the Development and located therein shall be located underground. By virtue of any such easement and facilities, it shall be expressly permissible for the providing utility company or other supplier or service, with respect to the portions of the Development so encumbered, (i) to erect and maintain pipes, lines, manholes, pumps, and other necessary equipment and facilities, (ii) to cut and remove any reasonably necessary trees, bushes, or shrubbery, (iii) to grade, excavate, or fill as reasonably necessary, or (iv) to take any of such utilities and systems; provided, however, that such utility company or other supplier or servicer shall take reasonable actions to repair, in a workmanlike manner, any damage caused by such utility company or other supplier or servicer during the exercise of any rights conveyed under any easement granted hereunder to any Lot or Common Area. (b) Declarant hereby grants to Fayette County, Georgia or such other governmental authority or agency as shall from time to time have jurisdiction over the Development with respect to law enforcement and fire protection, the perpetual, non-exclusive right and easement upon, over and across all of the Common Areas for purposes of performing such duties and activities related to law enforcement and fire protection in the Development as shall be required or appropriate by such governmental authorities under applicable law. 3.08 Easements for Walks, Trails, Signs, and Perimeter Wall. There is hereby reserved for the benefit of Declarant, the Association, and their respective successors and assignments, the alienable, transferable, and perpetual right and easement upon, over, and across those strips of land ten (10) feet in width located along and adjacent to those exterior boundaries located adjacent to streets and roads for all Lots and Dwellings, such strips to be bounded by such exterior boundaries adjacent to streets and roads and by lines in the interior of such Lots and Dwellings which are ten (10) feet from and parallel to such exterior boundaries, for the installation, maintenance, and use of sidewalks, traffic directional signs, and related improvements, provided that Declarant shall have no obligation to construct any such improvements. There is further reserved for the benefit of Declarant, the Association, and their respective successors and assigns, the alienable, transferable and perpetual right and easement upon, over, and across those strips of land fifteen (15) feet in width located along those boundaries of all Lots and Dwellings that constitute part of the perimeter boundary of the Development, such easement to be for the purpose of constructing, installing, replacing, repairing and maintaining any perimeter wall or fence around the perimeter boundary of the Development, provided that Declarant shall have no obligation to construct any such perimeter wall or fence. Further reserved for the benefit of the Declarant and the Association across all Lots is an easement for maintenance of all monument signs, landscape planting and lighting for a distance of ten feet on all sides of such monument signs. ll 3.09 Easements for Association. There is hereby reserved a general fight and easement for the benefit of the Association, its Trustees, officers, agents, and employees, including, but not limited to, any manager employed by the Association and any employees of such manager employed by the Association and any employees of such manager, to enter upon any Lot or Dwelling or any portion thereof in the perfommnce of their respective duties. Except in the event of emergencies, this easement is to be exercised only during nom~al business hours and then, whenever practicable, only upon advance notice to and with permission of the Owner or Occupant of the Lot or Dwelling directly affected. 3.10 Easements for Additional Property. There is hereby reserved in Declarant, and its successors, assigns, and successors-in-title to the Additional Property (if said rights are granted by Declarant to such successors, assigns, and successors-in-fitle), for the benefit of and as an appurtenance to the Additional Property and as a burden upon the Property, perpetual, non-exclusive fights and easements for (i) pedestrian and vehicular ingress, egress, and parking, across, within, and on all roads, sidewalks, trails and parking facilities, from time to time located within the Common Areas or within easements serving the Common Areas, (ii) the installation, maintenance, repair, replacement, and use within the Common Areas and those portions of Lots or Dwellings encumbered pursuant to Section 3.07 hereof of security systems and utility fadlities and distribution lines, including, without limitation, drainage systems, storm sewers, and electrical, gas, telephone, water, sewer and master television antenna and/or cable systems lines, and (iii) drainage and discharge of surface water onto and across the Property, provided that such drainage and discharge shall not materially damage or affect the Property or any improvements from time to time located thereon. 3.11 Maintenance Easement. Subject to the temps of Section 5.02 (b) hereof, there is hereby established for the benefit of Declarant, the Assodation, and their respective agents, employees, successors, and assigns, an alienable, transferable, and perpetual right and easement to enter upon any Lot and upon unimproved portions of any Lot for the purpose of mowing, removing, fearing, cutting, or pruning underbrush, weeds, stumps, or other unsightly growth and removing trash, so as to maintain reasonable standards of health, fire safety, and appearance within the Development, provided that such easements shall not impose any duty or obligation upon Declarant or the Association to perform any such actions. 3.12 Environmental Easement. There is hereby reserved for the benefit of Declarant, the Association, and their respective agents, employees, successors, and assigns, an alienable, transferable, and perpetual right and easement on, over, across all Lots and all unimproved portions of Lots for the purpose of taking any action necessary to effect compliance with environmental rules, regulations, and procedures from time to time promulgated or instituted by the Board of Trustees or by any governmental entity, such easement to include, without limitation, the right to implement erosion control procedures and practices, the right to drain standing water, and right to dispense pesticides. Declarant and the Assodation shall have an 12 easement, reasonable in dimension, around all detention ponds and lakes for the purpose of dredging, dam maintenance, and maintenance of such water features. 3.13 Sales and Construction Offices. Notwithstanding any provisions of restrictions herein to the conuary, there is hereby reserved for the benefit of Declarant and its successors and assigns the alienable and transferable right and easement in and to the Property, including the Common Areas, for the maintenance of signs, sales offices, construction offices, business offices, and model Dwellings, together with such other facilities as in the sole opinion of Declarant may be reasonably required, convenient, or inddental to the completion, improvement, and/or marketing and sale of Lots, Dwellings, Common Areas, or the Additional Property, for so long as Declarant owns any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. ARTICLE IV MEMBERSHIP AND VOTING RIGHTS 4.01 Membership. Every Owner shall be deemed to have a membership in the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot or Dwelling, and said ownership of a Lot or Dwelling shall be the only qualification for such membership. In the event that fee simple tire is transferred or otherwise conveyed, then membership in the Association which is appurtenant thereto shall automatically pass to such transferee, notwithstanding any failure of the transferor to endorse to his transferee's certificates or other evidences of such membership. Membership is not intended to include Mortgagees or any other persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate or otherwise affect an Owner's membership in the Association. No Builder shall be liable for assessments assessed by the Assodation, unless the Builder occupies a Dwelling. Moreover, a tenant occupying a Dwelling may be personally liable for assessments unless otherwise paid for by the Owner of such Dwelling. Notwithstanding any of the foregoing to the contrary, no Owner, whether one or more persons, shall have more than one membership per Lot or Dwelling. In the event of multiple Owners of a Lot or Dwellir~g, votes and rights of use and enjoyment shall be provided herein. The rights and privileges of membership including the right to vote and to hold an office in the Association, may be exerdsed by a member or a member's spouse but in no event shall more than one vote be cast or more than one office held for each Lot or Dwelling, and further provided that a member casting a vote or holding an office with respect to his Dwelling shall not be entitled to cast an additional vote or to hold an additional office for the Lot upon which his residential unit is located. When more than one person holds an interest in any Lot or Dwelling, the vote for such Lot or Dwelling shall be exerdsed by those Owners of such Lot or Dwelling as they themselves determine and advise the Secretary or an Assistant Secretary of the Association prior to any meeting. In the absence of such advice, the vote appurtenant 13 to such Lot or Dwelling shall be suspended in the event more than one person seeks to exercise it. The voting weight appurtenant to each Lot or Dwelling is equal and each Lot and Dwelling shall have one vote. Each Owner, by acceptance of a deed or other conveyance for a Lot or Dwelling, consents and agrees to the dilution of is voting interest in the Assodation by virtue of the submission from time to time of the Additional Property or any portion thereof to the terms of this Declaration as provided herein 4.02 Voting. The Association shall have two classes of voting membership: (a) Class A members shall be all Owners, with the exception of the Declarant, and shall be entitled to one vote for each Lot owned. The vote for such Lot shall be exercised as they detemdne, but in no event shall more than one vote be cast with respect to any LOt. (b). The Class B member(s) shall be the Declarant and shall be entitled to votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: i. When 100% of the maximum number of Lots within the Property, including any Additional Property, have been conveyed to persons other than Builders, homes have been built thereon and certificates of occupancy have been issued; or ii. When the ten (10) year option to add Additional Property to the Development expires. ARTICLE V MAINTENANCE 5.01 Responsibilities of Owners. Unless specifically identified herein as being the responsibility of the Association, all maintenance and repair of Lots and Dwellings, together with all other impro~ments thereon or therein and all lawns, landscaping, and grounds on and within a LOt or Dwelling sb~li be the responsibility of the Owner of such Lot or Dwelling. Each Owner shall be responsible for maintaining his or its Lot or Dwelling as the case may be, in a neat, clean and sanitary condition, and such responsibility shall include the maintenance and care of all exterior surfaces of all Dwellings, buildings and other structures and all lawns, trees, shrubs, hedges, grass, and other landscaping. As provided in Section 5.02 (b) hereof, each Owner shall also be obligated to pay for the costs incurred by the Association for repairing, replacing, maintaining, or cleaning any item which is the responsibility of such Owner but which responsibility such Owner fails or refuses to discharge. No Owner shall (i) decorate, change, or other~vise alter the appearance of any portion of the exterior of a Dwelling or the 14 landscaping, grounds or other improvements within a Lot unless such decoration, change, or alteration is first approved in writing, by the Architectural Control Committee as provided in Article X hereof or (ii) do any work which, in the reasonable opinion of the Architectural Control Committee, would jeopardize the soundness and safety of the Development, reduce the value thereof, or impair any easement of hereditament thereto, without in every such case obt~rfing the written approval of the Architecuual Control Committee, directly affected thereby or benefiting from such easement or hereditament. 5.2 Assodation's Responsibility. (a) Except as may be herein otherwise spedfically provided, the Association shall maintain and keep in good repair all portions of the Common Areas, which responsibility shall include the maintenance, repair, and replacement of (i) all non-publicly dedicated roads, walks, trails, parking lots, landscaped areas, recreational areas, and other improvements made by Declarant or the Assodation situated within the Common Areas or within easements encumbering Lots or Dwellings. Pursuant to Section 3.04 and 3.08 hereof, (ii) such security systems and utility lines, pipes, plumbing, wires, conduits and related systems which are a part of the Common Areas and which are not maintained by a public authority, public service district, public or private utility, or other person, and (iii) all lawns, trees, shrubs, hedges grass, and other landscaping and all lakes and ponds situated within or upon the Common Areas and (iv) all retention areas and fadlities constructed by Declarant wherever located· The Association shall not be liable for injury or damage to any person or property (A) caused by the elements or by any Owner or any other person, (B) resulting from any rain or other surface water which may leak or flow from any portion of the Common Areas, or (C) caused by any pipe, plumbing, drain, conduit, appliance, equipment, security system, or utility line or fadlity, the responsibility for the maintenance of which is that of the Association, becoming out of repair. Nor shall the Association be liable to any Owner for loss or damage, by theft or otherwise, of any property of such Owner which may be stored in or upon any portion of the Common Areas or any other portion of the Property. No diminution or abatement of assessments shall be claimed or allowed by reason of any alleged failure of the Association to take any action or to perfoi-m some function required to be taken or peffocmed by the Association under this Declaration or for inconvenience or discomfort arising from the making of improvements or repairs which are the responsibility of the Assodation, or form any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority, the obligation to pay such assessments being a separate and independent covenant on the part of each Owner. (b) In the event that Declarant or the Board of Trustees detea-ufines that: (I) any Owner has failed or refused to discharge properly his or its obligations with regard to the maintenance, cleaning, repair, or replacement of items for which he or it is responsible hereunder, or (ii) that the need for maintenance, cleaning, repair, or replacement which is the responsibility of the Assodation hereunder is caused through the willful or negligent act of an Owner, his 15 family, tenants, guests, or invites, and is not covered or paid for by insurance in whole or in part, then, in either event, Declarant or the Association, except in the event of an emergency situation, may give such Owner written notice of Declarant's or the Association's intent to provide such necessary maintenance, cleaning, repair, or replacement, at the sole cost and expense of such Owner and setting forth with reasonable particularity the maintenance, cleaning, repair, or replacement is not capable of completion within said fifteen (15) day period, to commence said maintenance, cleaning, repair, or replacement and diligently proceed to complete the same in a good and workmanlike manner. In the event of emergency situations of the failure of any Owner to comply with the provisions hereof after such notice, Declarant or the Association may provide (but shall not have the obligation to so provide unless it is the Association's designated responsibility hereunder) any such maintenance, cleaning, repair, or replacement at the sole cost and expense of such Owner, and said cost shall be added to and become a part of the assessment to which such Owner and his Lot or Dwelling are subject and shall become a lien against such Lot or Dwelling. In the event that Declarant undertakes such maintenance, cleaning, repair, or replacement, the Association shall promptly reimburse Declarant for Declarant's costs and expenses. 5.03 Builder's Responsibility. In the event that a Builder ceases construction on a Dwelling for more than thirty (30) days, Declarant or the Board of Trustees shall have the right, but not the obligation, to finish the exterior of the Dwelling in a workmanlike manner and maintain the LOt, keeping it free of trash and debris to prevent devaluation of other Lots in the Development. Costs in confom~ance with the Standards approved by the Architectural Control Committee incurred for finishing the exterior of the Dwelling, as well as maintenance costs, shall be charged by the Declarant or the Association to said Builder. Both Declarant and the Association shall endeavor but shall not be required to follow the Builder's plans in completing the exterior of Dwelling. Should said Builder fail to reimburse Declarant or the Association for costs incurred, said costs shall become a lien against such LOt or Dwelling. ARTICLE VI INSURANCE AND CASUALTY LOSSES 6.01 Insurance. (a) The Board of Trustees or its duly authorized agents shall have the authority to and shall obtain and continue in effect adequate property insurance, in such for.1 as the Board deems appropriate, for the benefit of the Association and insuring all insurable improvements in and to the Common Areas without limitation, extended coverage, flood, vandalism, and malicious mischief, such coverage to be in an amount sufficient to cover the full replacement cost (without depreciation but subject to cover the full replacement cost (without depreciation but subject to such deductible levels as are deemed reasonable by the Board) of any repair or reconstruction in the event of damage or desmaction from any such hazard. 16 (b) The Board or its duly authorized agents shall have the authority to and shall obtain and continue in effect a public liability policy covering all the Common Areas and all damage or injury caused by the negligence of the Association, its members, its Trustees and officers, or any of its agents. Such public liability policy shall provide such coverage as are detemfined to be necessary by the Board of Trustees. (c) The Board or its duly authorized agents shall have the authority and may obtain (i) worker's compensation insurance to the extent necessary to comply with any applicable laws and (ii) such other types and amounts of insurance as may be determined by the Board to be necessary or desirable. (d) All such insurance coverage obtained by the Board of Trustees shall be written in the name of the Assodation as trustee for each of the Owners and shall name the Declarant as additional insured and costs of all such coverage shall be a Common Expense. Exclusive authority to adjust losses under policies obtained by the Assodation and hereafter in force with respect to the development shall be vested in the Board of Trustees; provided, however, that no mortgage or other security holder of the Common Areas having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. Insofar as pemdtted by law, the Assodation shall be required to make every effort to secure insurance policies with the provisions hereinafter set forth: (i) All policies shall be written with a company licensed to do business in the state of Georgia and holding a rating of A-XI or better in such finandal categories as established by Besfs Insurance Reports, if such a company is available or if not available, its equivalent rating or the best rating possible. (ii) All property insurance policies shall be for the benefit of the Owners and their Mortgagees as their interest may appear. (iii) All policies shall contain a waiver of the insurer's right to cancel without first giving thirty (30) days prior written notice of such cancellation to the Association and to any Mortgagee to which a mortgagee endorsement has been issued. (iv) In no event shall the insurance coverage obtained and maintained by the Association's Board of Trustees hereunder be brought into contribution with insurance purchased by individual Owners or their Mortgagees, and all policies shall contain a provision that the Uother insurance' clauses in such policies exclude from consideration policies obtained by individual Owners or their Mortgagees. 17 (v) All policies shall contain a waiver of subrogation by the insurer as to any daims against the Association, the Assodation's Trustees and officers, the Owners, and their respective families, servants, agents, tenants, guests, and invites, inducting, without limitation, the Association's manager. (vi) All policies shall contain a provision that no policy may be canceled, invalidated, or suspended on account of the conduct of one or more of the individual Owners, or their respective families, servants, agents, employees, tenants, guests, and invited, or on account of the acts of any trustee, officer, employee, or agent of the Assodation or of its manager, without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured. (vii) All liability insurance shall contain cross-liability endorsements to cover liability of the Assodation to an individual Owner and shall also name the Declarant as an additional insured. (e) It shall be the individual responsibility of each Owner at his own expense to provide public liability, property, damage, rifle, and other insurance with respect to his own Lot and Dwelling. The Board of Trustees may require all Owners to carry public liability and property damage insurance with respect to their respective Lots and Dwellings and to furnish copies of certificates thereof to the Association. 6.02 Damage or Destruction to Common Areas. Immediately after the damage or destruction by fire or other casualty to all or any part of the Common Areas covered by insurance written in the name of the Assodafion, the Board of Trustees or its duly authorized agent shall proceed with the filing and adjusb,ent of all claims arising under such insurance, and, in any such event, the Board shall obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Repair or reconstruction, as used in this Article VI, shall mean repairing or restoring the damaged property to substantially the same condition in which it existed prior to the fire or other casualty. Unless within sixty (60) days following any damage or destruction to all or a part of the Common Areas, Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, together with at least seventy-five percent (75%) of the total vote of the Assodation, shall otherwise agree, the Association shall restore or replace such damaged improvements. If the insurance proceeds, if any, for such damage or destmcrion are not suffident to defray the cost thereof, and such deficiency cannot be appropriated from a reserve fund as may have been established for such purpose, the Board of Trustees may levy a special assessment against all Owners, without the necessity of a vote pursuant to Section 9.04 hereof, such spedal assessment to be in an mount sufficient to pro,fide funds to pay such excess cost of repair or reconstruction. Such a special assessment shall be levied against the Owners equally in the 18 same manner as annual assessments are levied, and additional assessments may be made at any time during or following the completion of any repair or reconstruction, Any and all sums paid to the Association under and by virtue of such assessments shall be held by and for the benefit of the Association together with the insurance proceeds, if any, for such damage or desl~-uction, Such insurance proceeds and assessments shall be disbursed by the Association in payment for such repair or reconstruction pursuant to and in accordance with such method of distribution as is established by the board of Trustees. Any proceeds remaining after defraying such costs shall be retained by and for the benefit of the Association. If it is detemfined that the damage or destruction for which the insurance proceeds are paid shall not be repaired or reconstructed, such proceeds shall be retained by and for the benefit of the Assodation, and the ruins of the Common Areas damaged or destroyed by fire or other casualty shall be cleared and the Common Areas left in a clean, orderly, safe, and attractive condition. 6.03 Damage or Destruction to Lots or DwellinEs. In the event of damage or de~uction by fire or other casualty to any Lots or Dwellings, and in the further event that the Owner of such Lot or Dwelling responsible for the repair and replacement elects not to repair or rebuild the damaged or destroyed Lot or Dwelling, such Owner making such election shall promptly clear away the ruins and debris of any damaged improvements or vegetation and leave such Lot or Dwelling in a clean, orderly, safe and a~uactive condition. Alternatively, should such Owner elect to repair or rebuild such Lot, Dwelling, or other improvements, such Owner shall repair or rebuild such Lot, Dwelling, or other improvement to substantially the same condition as existed prior to such fire or other casualty and in accordance with all applicable standards, restrictions, and provisions of this Declaration (including, without limitation, Article X hereof) and all applicable zoning, subdivision, building and other governmental regulations. All such work of repair or construction shall be commenced promptly following such damage or destruction and shall be carried through diligently and in a workmanlike manner to conclusion. ARTICLE VII CONDEMNATION 7.01 Condemnation of Common Areas. Whenever all or any part of the Common Areas of the Development shall be taken by any authority having the power to condemnation or eminent domain, or is conveyed in lieu thereof by the Board acting on the agreement of at least seventy-five percent (75%) of the total vote of the Association (which conveyance may only occur with the approval of Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development), or proceeds made or collected for such taking or sale in lieu thereof shall be payable to the Assodation and shall be disbursed or held as follows: 19 If the taking or sale in lieu thereof involves a portion of the Common Areas on which improvements have been constructed, then unless within sixty (60) days after such taking Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to Development, together with at least seventy-five percent (75%) of the total membership of the Association, shall otherwise agree, the Association shall restore or replace such improvements so taken, to the extent practicable, on the remaining lands included in the Common Areas which are available therefore, in accordance with the plans approved by the Board of Trustees, the Architectural Control Committee, and by Declarant, for so long as Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. If the awards or proceeds are not suffident to defray the cost of such repair and replacement and such defidency cannot be appropriated from a reserve fund as may have been established for such purpose, the Board of Trustees may levy a special assessment against all Owners, without the necessity of a vote pursuant to Section 9.04 hereof, such special assessment to be in an amount suffident to provide funds to pay such excess cost or repair or reconsmaction. Such a spedal assessment shall be levied against the Owners equally in the same manner as annual assessments are levied, and additional special assessments may be made at any time during or following the completion of any repair or reconstruction. If such improvements are not to be repaired or restored, the award or proceeds shall be retained by and for the benefit of the Association. If the taking or sale in lieu thereof does not involve any improvements to the Common Areas, or if there are net funds remaining after any such restoration, or replacement of such improvements is completed, then such award, proceeds, or net funds shall be retained by and for the benefit of the Association. If the taking or sale in lieu thereof involves all or part of a Lot or Dwelling and also includes any part of the Common Areas, then a court of competent jurisdiction shall apportion such award, or proceeds shall be disbursed to the Association and the Owners so affected so as to give just compensation to the Owners of any Lot or Dwelling taken for their interest in such Lot or Dwelling; provided, however, such apportionment may instead be resolved by the agreement of (i) the Board of Trustees, (ii) the Owners of all Lots or Dwellings effected, together with the Mortgagees for each such Lot or Dwelling, and (iii) Declarant, for so long as Declarant owns a LOt or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property of any portion thereof to the Development. 7.02 Condemnation of Lots or Dwellings. In the event that all or any part of a Lot or Dwelling is taken by any authority having the power of condenmafion or eminent domain, or is conveyed in lieu thereof, and in the further event that the Owner of such Lot or Dwelling responsible for the maintenance and repair of such Lot or Dwelling, as the case may be, elects not to restore the remainder of the Lot or Dwelling, then such Owner making such election shall promptly clear away any remaining 20 improvements damaged or destroyed by such taking or conveyance and shall leave such Lot or Dwelling and any remaining undamaged improvements thereon in a clean, orderly, safe, and attractive condition. In addition, if the size or configuration of such Lot or Dwelling remaining after such taking or conveyance is insufficient to peimit the restoration of the remaining improvements thereon or therein to their condition prior to such taking or conveyance in compliance with all applicable standards, restrictions, and provisions of this Declaration and all applicable standards, restrictions, and provisions of this Declaration and all applicable zoning, subdivision, building and other governmental regulations, then such Owner shall have the option, after clearing away all remaining improvements or portions thereof and placing the remainder in a dean, orderly, safe, and attractive condition referred to above, of deeding the remaining portion of the Lot or Dwelling to the Assodation (at no cost to the Assodation) as a part of the Common Areas, and thereafter any such Owner shall not have any further voting rights, membership rights, or privileges in the Assodation or with respect to the Development. In turn, said Owner shall not be subject to any further assessments imposed by the Association and payable after the date of such 'deeding. In the event that any part of a LOt or Dwelling is taken by any authority having the power of condemnation or eminent domain, or is conveyed in lieu thereof, and if the Owner of such Lot or Dwelling responsible for the maintenance and repair of such Lot or Dwelling elects to restore the remainder of the LOt of Dwelling, such Owner making such election shall restore such remainder of such Lot or Dwelling as nearly as practicable to the same condition it was in prior to such taking or conveyance and in accordance with all applicable standards, restrictions, and provisions of this Declaration and all applicable zoning, subdivision, building, and other governmental regulations. All such work of restoration sb~l! be commenced promptly following such taking or conveyance and shall be carried through diligently to conclusion in a reasonable amount of time. ARTICLE VIII ADMINISTRATION 8.01 Common Areas. The Assodation, subject to the rights of Declarant and the rights and duties of the Owners set forth in this Declaration shall be responsible for the exclusive management and conu'ol of the Gommon Areas and all improvements thereon (including furnishings and equipment related thereto) and shall keep the same in a good, dean, atwacfive, and sanitary condition, order, and repair, pursuant to the te.~s and conditions thereof. Except to the extent otherwise required by the provisions of the Official Gode of Georgia relaling to nonprofit corporations, this Declaration, the By-Laws, or the Articles of Incorporation, the powers herein or otherwise granted to the Assodation may be exercised by the Board of Trustees, acting through the officers of the Assodation, without any further consent or action on the part of the Owners. As provided in Section 12.01 hereof and notwithstanding any other provision to the contrary contained in any instruments evidencing or establishing the 21 Development, Declarant shall have the right to appoint or remove any member or members of the Board of Trustees, or any officer or officers of the Assodation until such time as the first of the following events shall occur: (i) the expiration of ten (10) years after the date of the recording of this Declaration; or (ii) the surrender by Declarant of the authority to appoint and remove Trustees and officers of the Association by an express amendment to this Declaration executed and recorded by Declarant. Each Owner, by acceptance of a deed to or other conveyance of a Lot or Dwelling, vests in Declarant such authority to appoint and remove Trustees and officers of the Association as provided by this Section 8.01 and by Section 12.01 hereof. 8.02 Retention Pond and Lake Common Area. Included in the Common Areas to be maintained by the Association as set forth in 8.01 above shall be any Retention Pond Common Area. If, and only if, the Additional Property is submitted to the Declaration, then Declarant shall convey the lake on the Additional Property to the Association, and the Association shall maintain any lake, any dam, and any spillway, which now exist or which may be developed on the Property as Common Area. Upon such conveyance, the Association shall be responsible for maintenance of said lake (s), dam(s) and spillway(s) within the Development. The Association shall make such Rules, Regulations and Policies coveting the use of the Common Areas. In the event that the City of Peachtree City (the "City") does not assume responsibility for maintenance of such Retention Ponds then the Association shall assume all responsibility for the perpetual maintenance of such areas. In the event that the City does not assume responsibility for such maintenance of Retention Ponds, and in the event that the Association at any time is dissolved, becomes insolvent or inoperative, or for any reason fails to fulfill its responsibilities under this paragraph, these areas shall become the responsibility of the Owners. As part of that responsibility, the Association (or the Owners in the event that the Association should fail to fulfill its responsibilities hereunder), shall: (a) preserve the aesthetics of the Common Areas; (b) peffo,m all preventative and remedial maintenance work required to insure continued operation of any appurtenant structures in a safe and fully functional condition including maintenance of lakes, dams and spillways on any of the Property in safe and sound manner consistent with governmental regulations; (c) remove or upgrade any lake, dam, spillway, or the Retention Pond area if deemed necessary by State, City or other authority as a result of change in conditions; (d) maintain proper records of all activities associated with the upkeep of the lake(s) and Retention Pond area, and make such records available to governmental authorities as required; (e) indemnify and hold harmless the City from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal expenses and fees arising out of or relating in any manner to the City's of Peachtree City's maintenance of the retention pond. The City shall have the right to: (i) periodically inspect the retention pond, lake(s) and structures; and (ii) require specific maintenance or repairs by the Assodation if that maintenance is not otherwise provided by the City; and (iii) in the event that the City does not maintain the detention ponds, the Association shall expeditiously cause such work to be performed by alternate means and hold a lien on all properties constituting the Assodation which shall be released only after full payment. Said lien shall be apportioned. 22 8.03 Duties and Powers. The duties and powers of the Association shall be these set forth in the provisions of the Official Code of Georgia relating to nonprofit corporations, this Declaration, the By-Laws, and the Articles of Incorporation, together with those reasonable implied to effect the purposes of the Association; provided, however, that if there are conflicts or inconsistendes between the Offidal Code of Georgia, this Declaration, and the By-Laws, then the provisions of the Of-tidal Code of Georgia, this Declaration, and the By-Laws, in that order, shall prevail, and each Owner of a Lot or Dwelling, by acceptance of a deed or other conveyance therefore, covenants to vote in favor of such amendments as will remove such conflicts or inconsistendes. The Association may exerdse any other right or privilege given to it expressly by this Declaration or by law, together with every other right or privilege reasonable to be implied from the existence of any fight or privilege given to it herein or reasonably necessary to effectuate any such right or privilege. Such powers of the Assodation shall include, but shall not be limited to, the power to purchase one or more Lots and/or Dwellings and to hold, lease, mortgage, sell, and convey the same. Such duties may include, but shall not be limited to, arranging with governmental agencies, publie service districts, public or private utilities, or others, as a Common Expense or by billing directly to Lots and Dwellings, to furnish trash collections, water, sewer, and/or security service for the Common Areas and/or the Lots and Dwellings. Notwithstanding the foregoing provisions of this Section 8.02 or any other provision of this Declaration to the contrary, for so long as Declarant shall own any Lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, the Association shall not, without the consent of Declarant, borrow money or pledge, mortgage, or hypothecate all or any portion of the Common Areas. 8.04 Agreements. Subject to the prior approval of Declarant, for so lOng as Declarant owns a LOt or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development, all agreements and dete~,,finations lawfully authorized by the Board of Trustees shall be binding upon all Owners, their heirs, legal representatives, successors, and assigns, and all others having an interest in the Development or the privilege of possession and enjoyment of any part of the Development; and in performing its responsibilities hereunder, the Association, through its Board of Trustees, shall have the authority to delegate to persons of its choice such duties of the Association as may be detex~dned by the Board of Trustees. In furtherance of the foregoing and not in limitation thereof, the Association may obtain and pay for the services of any person or entity to manage its affairs or any part thereof, to the extent it deems advisable, as well as such other personnel as the Association shall deem necessary or desirable for the proper operation of the Development, whether such personnel are furnished or employed directly by the Association or by any person or entity with whom or with which it contracts. All costs and expenses incident to the employment of a manager shall be a Common Expense. During the teem of such management agreement, such manager may, if authorized by the Board of Trustees, exercise all of the powers or duties specifically and exclusively reserved to the Trustees, officers or members of the Association by this Declaration or the By-Laws. Such manager may be an 23 individual, corporation, or other legal entity, as the Board of Trustees shall determine, and shall be bonded in such a manner as the Board of Trustees may require, with the cost of acquiring any such bond to be a Common F_~pense. In addition, the Association may pay for, and the Board of Trustees may hire and contract for, such legal and accounting services as are necessary or desirable in connection with the operation of the Development or the enforcement of this Declaration, the By-Laws, or the rules and regulations of the Association. 8.05 Management Agreement. Declarant or an affiliate shall be employed as the manager of the Assodation and the Development for such period of time as Declarant has the right to appoint and remove officers and Trustees of the Association, with the option on the part of Declarant or its affiliate to renew such employment for two (2) successive one year temss from and after the te,~dnation of such appointment and removal right. Every grantee of any interest in the Development, by acceptance of a deed or other conveyance of such interest, shall be deemed to ratify such management agreement. 8.06 Personal Property_ and Real Property for Common Use. The Association, through action of its Board of Trustees, may acquire and hold tangible and intangible personal property and real property and may dispose of the same by sale or otherwise. All funds received and tire to all properties acquired by the Association and the proceeds thereof, after deducting there from the costs incurred by the Association in acquiring or selling the same, shall be held by and for the benefit of the Association. The shares of the Owners in the funds and assets of the Association shall not, in any circumstances, be individually assigned, hypothecated, or transferred in any manner, except to the extent that a transfer of the ownership of a Lot or Dwelling also transfers the membership in the Assodation which is an appurtenance to such Lot or Dwelling. 8.07 Rules and Regulations. As provided in Article XI hereof, the Assodafion, through its Board of Trustees, may make and enfome reasonable rules and regulations governing the use of the Lots, Dwellings and Common Areas, which rules and regulations shall be consistent with the fights and duties established by this Declaration. 8.07 Indemnification. The Association shall indemnify every officer and trustee of the Assodafion against any and all expenses, including court costs and reasonable attorney fees, reasonable incurred by or imposed upon any officer of trustee in connection with any action, suit or other proceeding (including settlement of any suit or proceeding if approved by the Board of Trustees, and so long as Declarant has the right to appoint and remove officers and Trustees of the Association, Declarant shall approve such settlement) to which he may be made a party by reason of being or having been an officer or trustee at the time such expenses are incurred. The officers and Trustees shall not be liable for any mistake of judgment, negligence, or otherwise, except for their own willful misconduct or nonfeasance. The officers and Trustees shall have no personal liability with respect to any contract or other commiunent made by them, in good faith, on behalf of the Association (except to the extent that such officers or 24 Trustees may also be members of the Association) and the Association shall indemnify and forever hold each such officer and trustee free and harmless against any and all liability to others on account of any such contract or commiia:~ent. Any right to indemnification provided for herein, shall not be exclusive of any other rights to which any officer or trustee, or former officer or trustee, may be entitled. The Assodation shall as a Common Expense maintain adequate general liability and officers' and Trustees' liability insurance to fund this obligation. ARTICLE IX ASSESSMENTS 9.01 Purposes of Assessments. The Assessments for Common Expenses provided for herein shall be used for the general purposes of promoting their recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and Occupants of the Development and maintaining the Development and improvements therein, all as may be more spedfically authorized by the Board of Trustees. 9.02 Creation of Lien and Personal Obligation of Assessment.u. Each Owner of a Lot or Dwelling by acceptance of a deed or other conveyance thereof, whether or not it shall be so expressed in such deed or conveyance as well as any Occupant who resides at the Dwelling, is deemed to covenant and agree to pay to the Association: (a) annual assessments, such assessments, to be established and collected as provided in Section 9.03 hereof, (b) special assessments, such assessments to be established and collected as provided in Section 9.04 hereof, (c) individual or specific assessments against any particular Lot or Dwelling which are established pursuant to the terms of this Declaration, including, but not limited to, fines as may be imposed against such Lot or Dwelling in accordance with Article XI hereof. Any such assessments, together with late charges, simple interest at the rate of eighteen percent (18%) per annttrn, and court costs and attorneys' fees incurred to enforce or collect such assessments, shall be an equitable charge and a continuing lien upon the Lot or Dwelling, the Owner of which is responsible for payment. Each Owner shall be personally liable for assessments coming due while he is the Owner of a Lot or Dwelling, and his grantee shall take title to such Lot or Dwelling, subject to the equitable charge and continuing lien therefore, but without prejudice to the fights of such grantee to recover from his grantor any amounts paid by such grantee therefore, provided, however, the lien for unpaid assessments shall not apply to the holder of any first priority institutional Mortgage or to the holder of any Mortgage securing a loan made by Declarant, its affiliates, successors, or assigns, who takes title to a Lot or Dwelling through Foreclosure, or to any purchaser of such Lot or Dwelling at such foreclosure sale. In the event of co-ownership of any LOt or Dwelling, all such co-owners shall be jointly and severally liable for the entire mount of such assessments. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Trustees, provided that unless otherwise provided by the Board, the annual assessments shall be paid in equal monthly installments. 25 9.03 Computation of Annual Assessments. It shall be the duty of the Board at least thirty (30) days prior to the Association's annual meeting to prepare a budget covering the estimated Common Expense during the coming year, such budget to include a capital contribution or reserve account if necessary for the capital needs of the Association. The Board shall cause the budget and the proposed total of the annual assessments to be levied against the Lots and Dwellings for the following.year to be delivered to each Owner at least fifteen (15) days prior to such meeting. The total annual assessments shall be divided among the Lots and Dwellings equally, so that each Lot and Dwelling shall be subject to equal annual assessments. Upon the addition of the Additional Property or any portion thereof to the Development, assessments shall continue to be equal and the Lots and Dwellings being added to the Development shall thenceforth pay assessments which are equal to those imposed upon the Lots and Dwellings previously in the Development. In such event, the Association's budget shall be accordingly revised by the Board, without the necessity of approval by the Owners, to include Common Expenses and assessments related to such additional LOts and Dwellings. The budget and the annual assessments shall become effective unless disapproved at the annual meeting by either (i) Declarant, for so long as Declarant has the authority to appoint and remove Trustees and officers of the Association, or (ii) a vote of the majority of the votes of the Owners who are voting in person or by proxy at such meeting. Notwithstanding the foregoing, in the event the proposed budget is not approved or the Board fail.u for any reason to detenr, ine the budget for the succeeding year, then and until such time as a budget shall have been detem~x~ed as provided herein, the budget and annual assessments in effect for the then current year shall be increased in proportion to the percentage increase, if any, for the then current year, in the Consumer Price Index (all Urban Consumers, United States City Average, All Items (1967-69--100), or its successor index, and such increased budget at any time proves inadequate for any reason, then the Board may call a meeting of the Association for the approval of a special assessment as provided in Section 9.04 hereof. The Common Expenses to be funded by the annual assessments may include, but shall not necessarily be limited to, the following: (a) Management fees and expenses of administration, including legal and accounting fees; Co) Utility charges for utilities serving the Common Areas and charges for other common services for the Development, including wash collection and security services, if any such services or charges are provided or paid by the Association; (c) The cost of any policies of insurance purchased for the benefit of all the Owners and the Association as required or permitted by this Declaration, including fire, flood, and other hazard coverage, public liability coverage, and such other insurance coverage as the Board of Trustees detent-fined to be in the interests of the Association and the Owners. (d) The expenses of maintenance, operation, and repair of those portions of the Common Areas which are the responsibility of the Association under the provisions of this Declaration; (e) The expenses of maintenance, operation, and repair of other amenities and facilities serving the Development, the maintenance, operation and repair of which the Board from time to time deten,dnes to be in the best interest of the Association. (f) The expenses of the Architectural Control Committee which are not defrayed by plan review charges; (g) Ad valorem real and personal property taxes assessed and levied against the Common Areas; (h) The expenses for conducting recreational, cultural, or other related programs for the benefit of the Owners and their families, tenants, guests and invites; (i) Such other expenses as may be determined from time to time by the Board of Trustees of the Association to be Common Expenses, including, without limitation, taxes and govemmental charges not separately assessed against Lots or Dwellings; and (j) The establishment and maintenance of a reasonable reserve fund or funds (A) for inspections, maintenance, repair, and replacement of those portions of the Common Areas which are the responsibility of the Association and which must be inspected, maintained, repaired, or replaced on a periodic basis, (B) to cover emergencies and repairs required as a result of casualties which are not funded by insurance proceeds, and (C) to cover unforeseen operating contingencies or defidendes arising from unpaid assessments or liens, as well as from emergency expenditures and other matters, ail as may be authorized from time to time by the Board of Trustees. 9.04 Special Assessments. In addition to the annual assessments authorized above, the Assodation, acting through its Board of Trustees, may levy, in any assessment year, special assessments for Common Expenses, applicable to that year only, provided that except as otherwise pem~itted in Sections 6.02 and 7.01 hereof, any such assessment shall be approved by (i) Declarant, for so long as Declarant owns any lot or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the development, and (ii) by a majority of the votes of the Owners who are voting in person or by proxy at a meeting duly called for this purpose in accordance with the provisions of Section 9.07 hereof. The Board of Trustees may make such spedal assessments payable in installments over a period which may, in the Board's discretion, extend in excess of the fiscal year in which adopted. Such special assessments are to be prorated among the Lots and Dwellings equally as provided with respect to annual assessments. 27 9.05 Individual Assessments. Any expenses of the Assodation occasioned by the conduct of less than all of the Owners or by the family, tenants, agents, guests, or invites of any Owner shall be specially assessed against such Owners and their respective Lots or Dwellings. The individual assessments provided for in this Section 9.05 shall be levied by the Board of Trustees and the amount and due date of such assessment so levied by the Board shall be specified by the Board. 9.06 Initiation Fee. In addition to the other assessments set forth in this Article IX, the Board of Trustees of the Association and/or the Declarant may require the payment of initiation fees. Said initiation fee shall be paid to Declarant at each closing of the purchase of a Lot and/or Dwelling which includes the first purchase by an Owner from the Declarant or a Builder and such initiation fee shall be paid to the Association on all subsequent sales of such Lot or Dwelling. The amount of the initiation fee shall be set by the Board of Trustees of the Association and may be used for any purpose by this Declaration, including operating expenses or a as a reserve fund or as the Board of Trustees shall detemdne. 9.07 Notice of Meeting and QuOrum. Written notice of the annual meeting of the Assodation, as well as any other meeting called for the purpose of taking any action authorized under Sections 9.03 and 9.04 hereof, shall be sent to all members not less than fifteen (15) days nor more than forty-five (45) days in advance of such meetings. Said notice shall be sent by the Association to the Owner of the Dwelling at the Property address, unless otherwise specified by the Owner in writing to the Association. With respect to annual meetings, the presence of members or proxies entided to cast over fifty percent (50%) of all the votes of the Association shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be the presence in person or by proxy of members having one-third (1/3) of the total votes of the Association. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. Notwithstanding such reduced quorum requirement at a subsequent meeting, a minimum vote of fifty-one percent (51%) of all the votes of the Association shall be required to disapprove the Association's budget. 9.08 Liens. All sums assessed against any LOt or Dwelling pursuant to this Declaration, together with court costs, reasonable attorneys' fees, late charges, and interest as provided herein, shall be secured by an equitable charge and continuing lien on such Lot or Dwelling in favor of the Association. Such liens shall be superior to all other liens and encumbrances on such Lot or Dwelling except only for (i) liens of ad valorem taxes, and (ii) liens for all sums unpaid on a first priority institutional Mortgage or on any Mortgage to Declarant, or its affiliates, successors, or assigns, and all amounts advanced pursuant to any such Mortgage and secured thereby in accordance with the terms of such instrument. Notwithstanding the foregoing to the contrary, the subordination of assessments to the lien of such Mortgages shall only apply to such assessments which have become due and payable prior to a foreclosure. Ail other persons acquiring liens or encumbrances on any Lot or Dwelling after this Declaration 28 shall have been recorded shall be deemed to consent that such liens of encumbrances shall be inferior to such future liens for assessments as provided herein, whether or not such prior consent shall be spedfically set forth in the instruments creating such liens or encumbrances. 9.09 Effect of Nonpayment; Remedies of the Assodation. Any assessments of an Owner or any portions thereof which are not paid when due shall be delinquent. Any assessment delinquent for a period of more than ten (10) days after the date when due shall incur a late charge in an amount as may be determined by the Board from dme to time and shall also commence to accrue simple interest at the rate of eighteen percent (18%) per annum. A lien and equitable charge as herein provided for each assessment shall attach simultaneously as the same shall become due and payable, and if an assessment has not been paid with thirty (30) days, the entire unpaid balance of the assessment may be accelerated at the option of the Board and be declared due and payable in full. The Board shall have the right, but not the obligation, of compiling a list of all Owners who owe delinquent assessments for more than thirty (30) days, and may post the list at any pool house within the Common Areas. The continuing lien and equitable charge of such assessment shall include the late charge established by the Board of Trustees, interest on the prindpal amount due at the rate of eighteen percent (18%) per annum, all costs of collection (including reasonable attorneys' fees and court costs), and any other amounts provided or pem,itted hereunder or by law. In the event that the assessment remains unpaid after sixty (60) days from the original due date, the Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien. The equitable charge and lien provided for in this Article shall be in favor of the Association, and each Owner, by his acceptance of a deed or other conveyance to a Lot or Dwelling vests in the Association and its agents the right and power to bring all actions against him personally for the collection of such assessments as a debt and/or to foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The Association shall have the power to bid on the Lot or Dwelling at any foreclosure sale and to acquire, hold, lease, mortgage, and convey the same. No owner may waive or otherwise escape liability for the assessments provided for herein, inducting by way of illustration but not limitation, his Lot or Dwelling, and an Owner shall remain personally liable for assessments, interest, and late charges which accrue prior to a sale, transfer, or other conveyance of his Lot or Dwelling. 9.10 Certificate. The Treasurer, any Assistant Treasurer, or the manager of the Association shall, within ten (10) days of a written request and upon payment of such fee as is from time to time detemEned by the Board of Trustees, furnish to any Owner or such Owner's Mortgage which requests the same, a certificate in writing signed by said Treasurer, Assistant Treasurer, or manager setting forth whether the assessments for which such Owner is responsible have been paid, and, if not paid, the outstanding amount due and owing, together with all fines, accrued interest, and other penalty charges. Such certificate shall be conclusive evidence against all but such Owner of payment of any assessments stated therein to have been paid. 29 9.11 Date of Commencement of Annual Asse.~rnent~. Except as otherwise provided in Section 4.01 the annual assessments provided for herein shall commence as to each Lot and Dwelling on the day on which such Lot or Dwelling is conveyed to a person other than Declarant or a Builder, and shall be due and payable in such manner and on such schedule as the Board of Trustees may provide. Annual assessments and any outstanding special assessments shall be adjusted for such Lot or Dwelling according to the number of months then remaining in the then fiscal year of the Association and the number of days then remaining in the month in which such Lot or Dwelling is first conveyed. Annual and spedal assessments for LOts and Dwellings in portions of the Additional Property hereafter submitted to the texu~s of this Declaration shall commence with respect to each such Lot and Dwelling on the later of (i) the day on which such Lot or Dwelling is conveyed to a person other than Declarant or a Builder or (ii) the day of the recording of the amendment to the Declaration so submitting such parcels, and annual and special assessments for each such Lot and Dwelling shall be adjusted according to the number of months then remaining in the fiscal year of the Assodation and the number of days then remaining in the month in which such assessments commence. Anything contained herein to the contrary notwithstanding, Declarant shall not be responsible for the payment of annual or spedal assessments on Lots or Dwellings which it or its affiliates own and which do not contain occupied residences (except as hereinafter provided), provided that Declarant covenants and agrees to pay annual and special assessments for each Lot and Dwelling owned by Declarant or an affiliate and containing occupied residences. Furthen:lore, Declarant shall have the option to either: (i) pay annual assessments on Lots and Dwellings owned by Declarant; or (ii) fund any deficit which may exist between assessments and the annual budget of the Association for so long as Declarant has the authority hereunder to appoint and remove Trustees of the Association, provided, however, that the budget, assessments and defidt, if any, shall be annually reviewed by Declarant and the Board of Trustees, and during such period Declarant's obligation for funding defidts shall only be up to the amount of the Association's budget. Upon Dedarant's no longer having the authority to appoint Trustees or officers of the Association, Declarant shall be obligated only to pay assessments on Lots and Dwellings owned by Declarant. If Declarant elects to fund any deficit which may exist between assessments and the annual budget, Declarant shall have the right to treat such advance(s) as a debt from the Association, payable by the Association as cash is available from collected assessments; and/or to charge each Builder a one time Builder assessment of up to $500.00 per lot and apply such payment to such deficit. ARTICLE X ARCHITECTURAL STANDARDS AND USE RESTRICTIONS 10.01 Purpose. In order to preserve the natural setting and beauty of the Development, to establish and preserve a harmonious and aesthetically pleasing design for the Development, and to protect and promote the value of the Property, the Lots, Dwellings, and all improvements located therein or thereon shall be subject to the restrictions set forth in this Article X. Every grantee of any interest in the property, by acceptance of a deed or other conveyance of such interest, agrees to be bound by the provisions of this Article X. 10.02 Architectural Control Committee. The Board of Trustees shall establish the Architectural Control Committee which shall consist of up to three (3) members, of whom shall be a design professional, tow of whom shall be Owners and who may or may not be members of the Board of Trustees, provided that prior to the termination of Declarant's right to appoint and remove officers and trustees of the Association, such members do not have to be Owners. The regular te,m of office for each member shall be one year, coinciding with the fiscal year of the Association. Any member appointed by the Board may be removed with or without cause by t the Board at any time by written notice to such vacancy shall serve the remainder of the term of the former member. Notwithstanding the foregoing to the contrary, any member appointed to the Architectural Control Committee shall be subject to the prior approval of Declarant until that date which is one (1) year from and after the date on which Declarant's right to appoint and remove officers and Trustees of the Association is terminated. The Architectural Control Committee shall elect a chairman and he or in his absence, the vice chairman, shall be the presiding officer at its meetings. The Architectural Control Committee shall meet at least once in each calendar month, or when issues are before the committee, as well as upon call of the chairman, and all meetings shall be held at such places as may be designated by the chairman. Tht:ee (3) members shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of those present in person or a proxy at a meeting of the Architectural Control Committee on any matter before it. The Architectural Control Committee is authorized to retain the services of consulting architects, landscape architects, urban designers, engineers, inspectors, and/or attorneys in order to advise and assist the architectural Control Committee in performing its functions set forth herein. Each member of the Architectural Control Committee may be paid a stipend or honorarium as form time to time determined by the Board. 10.03 Permitted Improvements; Standards. (a) No improvements of any nature whatsoever shall be constructed, altered, added to, or maintained upon any part of the Property, except (I) for Dwellings and other improvements which are constructed by Declarant, (ii) such improvements s are approved by the Architectural Control Committee in accordance with this Article X or (iii) 31 improvements which pursuant to this Article X do not require the consent of the Architectural Control Committee. (b) The Architectural Control Committee is hereby authorized to promulgate from time to time written architectural standards, policies, and guidelines (hereinafter the "Standards") governing the construction, location, landscaping, and design of improvements, the contents of submissions of plans and specifications, and other information required to evidence compliance with and obtain approval pursuant to Sections 10.05, 10.06, and 10.08 hereof. Any such Standards published by the Architectural Control Committee shall be binding and enforceable on all Owners with respect to all improvements in the Development requiring the approval of the Architectural Control Committee. 10.04 Construction of Improvements (a) No construction of improvements on any Lots or Dwellings shall be undertaken or conducted on Sundays, except for (I) construction activities of Declarant, (ii) emergency situations involving the potential loss, injury, or damage to persons or property, and (iii) as otherwise permitted by the Architectural Control Committee. (b) Dwellings may not be temporarily or permanently occupied until the exteriors thereof and the landscaping or the certificate of occupancy for such Dwelling has been issued. No temporary house, shack, tent, barn, or other outbuilding shall be pennitted on any Lot or Dwelling at any time, except for temporary structures for social functions as may be permitted by rules and regulations promulgated by the Board, nor shall any stable, poultry house or yard, rabbit hut, or other similar yard structure be constructed or allowed to remain on any Lot or Dwelling. During the continuance of construction by an Owner, such Owner shall require its contractors to maintain the Lot or Dwelling in a reasonably clean and uncluttered condition and, to the extent possible, all construction trash and debris shall be kept within refuse containers. Furthermore, as provided in Section 5.03 of this Declaration, should a Builder cease to continue work on a Dwelling for greater than thirty (30) days, then Declarant and/or the Board of Trustees of the Association shall have the right, but not the obligation, to complete the exterior of the Dwelling in conformance with the Standards established by the Architectural Control Committee. Costs for completing the work shall be charged to the Builder, and, if not paid by the Builder, shall become a lien against the Lot or Dwelling. Upon completion of construction, such owner shall cause its contractors to immediately remove ali equipment, tools and construction material and debris from the Lot or Dwelling on which such construction has been completed. 10.05 Architectural Approval. To preserve the architectural and aesthetic appearance of the Development, no construction of improvements of any nature whatsoever shall be commenced or maintained by any Owner other than Declarant with respect to the construction 32 or affecting the exterior appearance of any Dwelling or with respect to any other portion of the Property, including, without limitation, the consmaction or installation of sidewalks, driveways, parking lots, mailboxes, decks, patios, courtyards, swimming pools, tennis courts, greenhouses, playhouses, awnings, walls, fences, exterior lights, garages, guest or servants' quarters, or other outbuildings, nor shall any exterior addition to or change or alteration therein be made (including, without limitation, painting or staining of any exterior surface), unless and until two (2) copies of the plans and specifications and related data (including, if required by the Architectural Control Committee, a survey showing the location of trees of six (6) inches in diameter at a height of four (4) feet and other significant vegetation on such Lot or Dwelling) showing the nature, color, type, shape height, materials, and location of the same shall have been submitted to and approved in writing by the Architectural Control Committee as to the compliance of such plans and specifications with such Standards as may be published by the Committee from time to time including the ham~ony of external design, location, and appearance in relation to surrounding structures and topography. One copy of such plans, specifications, and related data so submitted shall be retained in the records of the Architectural Control Committee, and the other copy shall be returned to the Owner marked "approved", "approved as noted', or disapproved". The Architectural Control Committee shall establish a fee sufficient to cover the expense of reviewing plans and related data and to compensate any consulting architects, landscape architects, urban designers, inspectors, or attorneys retained in accordance with the terms hereof. The fee initially established for such review shall be one hundred and fifty dollars ($150.00) for each submission, and the Architectural Control Committee shall have the right to increase this amount. Notwithstanding the foregoing, an Owner may make interior improvements and alterations within his Dwelling that do not affect the exterior appearance without the necessity of approval or review by the Architectural Control Committee. The Architectural Control Committee shall have the sole discretion to determine whether plans and specifications submitted for approval are acceptable to the Assodation. In connection with approval rights and to prevent excessive drainage or surface water mn-off and in order to comply with any restrictions imposed from time to time on the Development or portions thereof, the Architectural Control Committee shall have the right to establish a maximum percentage of a Lot or Dwelling which can be cleared or graded and a maximum percentage of a Lot or Dwelling which may be covered by Dwellings, buildings, structures, or other improvements, which standards shall be promulgated on the basis of topography, percolation rate of the soil, soil types and conditions, vegetation cover, and other environmental factors. Following approval of any plans and 'specifications by the Architectural Control Committee, representatives of the Architectural Control Committee shall have the right during reasonable hours to enter upon and inspect any Lot or Dwelling or other improvements with respect to which construction is underway to detemdne whether or not the plans and spedfications therefore have been approved and are being complied with. In the event the Architectural Control Committee shall detemdne that such plans and spedfications have not been approved or are not being complied with, the Architectural Control Committee shall be entitle to enjoin 33 further construction and to require the removal or correction of any work in place which does not comply with approved plans and specifications. In the event the Architectural Control Committee fails to approve or disapprove in writing any proposed plans and specifications within thirty (30) days after such plans and specifications shall have been submitted, such plans and spedfications will be deemed to have been expressly approved, provided the proposed improvements are generally in harmony with the scheme of the Development as set forth in this Declaration. Upon approval of plans and specifications, no further approval under this Article X shall be required with respect thereto, unless such construction has not substantially commenced within three (3) months of the approval of such plans and specifications (e.g. clearing and grading, pouring of footings, etc.) or unless such plans and specifications are materially altered or changed. Refusal of approval of plans and specifications may be based by the Architectural Control Committee upon any ground which is consistent with the objects and purposes of this Declaration, including purely aesthetic considerations, so long as such grounds are not arbitrary or capridous. 10.06 Landscaping Approval. To preserve the aesthetic appearance of the Development, no landscaping, grading, excavation, or filling of any nature whatsoever shall be implemented and installed by any Owner other than Declarant, unless and until the plans therefore have been submitted to and approved in writing by the Architectural Control Committee. The provisions of Section 10.05 hereof regarding time for approval of plans, right to inspect, right to enjoin and/or require removal, et cetera shall also be applicable to any proposed landscaping, clearing, grading, excavation, or filling. Such plans shall include a calculation of the ratio of the area to be covered by grass lawns versus the area to be left in a natural state, and the Architectural Control Committee shall be entitled to promulgate standards with respect to such ratios. Furthem~ore, no hedge or shrubbery, planting or tree which obstructs sight-lines of streets and roadways within the Development shall be placed or pemfitted to remain on any Lot or Dwelling where such hedge, shrubbery, or tree interferes with traffic sight-lines, including sight-lines at the intersection of a driveway and a road or street in the Development. Unless located within ten (10) feet of a building or a recreational or parking fadlity, no Owner other than Declarant, shall be entitled to cut, remove, or mutilate any Izees, shrubs, bushes, or other vegetation having a mink diameter of six (6) inches or more at a point of four (4) feet above ground level, without obtaining the prior written approval of the Architectural Control Committee, except as set forth in the preceding sentence and provided further that dead or diseased trees which are inspected and certified as dead or diseased by the Architectural Control Committee or the representatives, as well as other dead or diseased shrubs, bushes, or other vegetation, shall be cut and removed promptly from and Lot or Dwelling. All of the landscaping of Lots and Dwellings must be completed prior to occupancy of the Dwelling. 10.07 Approval Not a Guarantee. No approval of plans and specifications and no publication of Standards shall be construed as representing or implying that such plans, spedfications, or Standards will, if followed, result in properly designed improvements. Such BOOK approvals and Standards shall in no event be construed as representing or guaranteeing that any Dwelling or other improvement built in accordance therewith will be built in a good and workmanlike manner. Neither Declarant, the Assodation, nor the Architectural Control Committee shall be responsible or liable for any defects in any plans or specifications submitted, revised, or approved pursuant to the temps of this Article X, any loss or damages to any person arising out of the approval or disapproval of any plans or spedfications, any loss or damage arising from the noncompliance of such plans and specifications with any governmental ordinances and regulations, nor by defects in construction undertaken pursuant to such plans and spedfications. 10.08 Building Restrictions. All Dwellings and other structures shall be constructed in compliance with any and all applicable state, county and municipal zoning and building restrictions and any applicable regulations and restrictions. All grading, clearing, construction of impervious smfaces, building, and other construction activity performed on Lots or Dwellings that are subject to the rules, regulations, guidelines, or restrictions shall be performed in accordance with (i) such rules, regulations, guidelines and resections, (ii) any plat filed with Fayette Gounty, Georgia, and (iii) the Standards promulgated by the Architectural Control Gommittee and the square footage of impervious surface and cleared land on any Lot or Dwelling shall not exceed the square footage of such impervious surface or cleared land, as the case may be, allocated to such Lot or Dwelling by the Architectural Control Gommittee, which allocated amount has been previously fixed and determined and if applicable. Prior to any such grading, clearing, construction activity, the Owner of any Lot or Dwelling which is subject to such rules, regulations, guidelines or restrictions shall make such filings, including, without limitation, the filing of a site plan with Fayette County, Georgia, and obtain such authorizations and pent, its as are required thereunder, and, further, shall receive the prior written approval of the Architectural Control Committee. Any Owner that performs any grading, clearing, construction of impervious surface, or other construction activity in violation of the above or the rules, regulations, guidelines, or restrictions, shall be liable to Declarant for any damages incurred by Declarant arising out of such violation; and Declarant hereby expressly reserves the tight to sue any such Owner for monetary damages and for specific performance of the above covenants and restrictions. In addition, the Architectural Control Committee is authorized to promulgate as part of the Standards described in 10.03 Co) hereof additional restrictions applicable to the Development, including, without limitation, restrictions relating to height of improvements above grade, roof pitch, and minimum square footage of living space in each Dwelling. No extetior portion of any building, structure, or other improvement (excepting sidewalks and driveways) located on or with respect to any Lot or Dwelling shall be located other than as pemdtted by the applicable set-back line restrictions as set forth in the Standards. To assure that Dwellings and other structures will be located so that the maximum view, ptivacy, and breeze will be available to each Dwelling or structure, Dwellings and structures win ' be located with regard to the topography of each Lot or Dwelling, taking into consideration the location of trees and vegetation and other aesthetic and environmental considerations, as well 35 as the predse site and location of any other Dwellings or structure within the Development. In addition, all residential smactures constructed on a Lot shall: (i) have as a minimum first floor elevation the level of the 100-year flood plain as designated on offidal Fayette County flood plain maps, on file with Fayette County Planning Depm hnent, and (ii) be designed and constructed in compliance with the requirements of the Fayette County Building Code related to construction in flood hazard areas, if any are applicable. 10.09 Service Yards. Each Owner of a Lot or Dwelling shall provide visually- screened areas to serve as service yards in which garbage receptacles, fuel tanks, wood piles, gas and electric meters, air conditioning equipment, and vehicles, matefiais, supplies, and equipment which are stored outside by Owners must be placed or stored in order to conceal them from view from roads and adjacent properties. Any such visual barrier shall be at least six (6) feet high and may consist of either fencing or landscaping and planting which is approved by the Architectural Control Committee in accordance with the terms of this Article X. All rubbish, trash, and garbage shall be regnl'arly removed from the Lot and Dwelling and shall not be allowed to accumulate thereon. Clotheslines shall not be pemdtted in Maple Shade subdivision. 10.10 Use of Lots and Dwellings. Except as permitted by Sections 3.10 and 10.20 hereof, each Lot and Dwelling shall be used for residential purposes only, and no trade or business of any kind may be carried on therein. No more than one (1) Dwelling shall be located on any Lot. The use of a portion of a Dwelling as an office by an Owner or his tenant shall not be considered to be a violation of ti~s covenant if such use does not create regular customer, client, or employee ~affic. The entertainment, or the enjoyment or business of the Owner's employees, Trustees, agents, clients, or customers shall not be considered to be a violation of this covenant if such use does not create regular customer, client, or employee ~affic. Lease or rental of a Dwelling for residential purposes shall also not be considered to be a violation of this covenant so long as the lease (i) is not for less than the entire Dwelling and all the improvements thereon, (ii) is for a te~t~s of at least six (6) months, and (iii) is otherwise in compliance with rules and regulations as may be promulgated and published from time to time by the Board of Trustees. All leases shall be required to be in writing, and, prior to the commencement of any such lease, the Owner shall provide the Secretary of the Assodation and the managing agent of the Association, if any, with copies of such lease. Any lessee or tenant shall be personally liable in all respects be subject to the terms and conditions of this Declaration and the rules and regulations adopted hereunder. Notwithstanding any provision in this Section 10.10 to the conu-ary, Declarant, its successors or assigns, if the right is so transferred by Declarant, shall have the perpetual fight to designate in writing to the Association Dwellings in the Development which may be leased for such period of time as 36 Declarant shall determine, including daily and weekly rentals, and for these Dwellings, Declarant of the Owner shall not be required to supply copies of the leases therefore to the Association. 10.11 Exterior Appearance. No chain link fences shall be permitted within the Development, except those fences erected by Declarant. Moreover, all fences must be approved by the Architectural Control Committee and, in no event, may fences be erected such as to block right of way view. Furthermore, no foil or other reflective material shall be used on any windows for sunscreens, blinds, shades, or other purpose, nor shall any window- mounted heating or air conditioning units e permitted. Expect within screened service yards, outside clotheslines or other outside facilities for drying or airing clothes are specifically prohibited and shall not be erected, place, or maintained, nor shall any clothing, rugs, or other item be hung on any railing, fence, hedge, or wall. When not I use, all garage doors shall be kept closed. No projections of any type shall be placed or permitted to remain above the roof of any improvements except approved chimneys, cupolas, belvederes and/or vent stacks. 10.12 Signs. (a) No signs whatsoever (including but not limited to commercial and similar signs) shall, without the Architectural Control Committee's prior written approval of plans and specifications therefore, be installed, altered or maintained on any Lot, except: (i) such signs as may be required by legal proceedings; (ii) not more than one "For Sale" or "For Rent" sign; provided, however, that in no event shall any such sign be larger than three square feet in area for any property, posted by any Person other than Declarant ~nd provided that such sign is approved by the Architectural Control Committee prior to installation; (iii) directions signs for vehicular or pedestrian safety in accordance with plans and specifications approved by the Architectural Control Committee. (iv) Such sings as are used to identify and advertise the Property as approved by the Architectural Control Committee; and (v) A sign indicating the builder of the residence on the Lot. (b) Following the consummation of the sale or lease of any Lot or Dwelling, the "For Sale" sign shall be removed immediately. (c) Notwithstanding the foregoing, the restrictions of This Section 10.12 shall not apply to Declarant. In addition, the Board of Trustees on behalf of the Association, shall have the right 37 to erect reasonable and appropriate signs on any portion of the Common Areas and within these easement areas established in Section 3.08 thereof. 10.13 Antennas. No television antenna, radio receiver, satellite dish, or other similar device larger than twenty-four inches (24") shall be attached to or installed on any portion of the Development, unless contained entirely within the interior of a building or other structure, nor shall radio or television signals, nor any other fo~m of electromagnetic radiation, be permitted to originate from any Lot or Dwelling, which may unreasonable interfere with the reception of television or radio signals within the Development. Provided, however, that Declarant and the Assodation shall not be prohibited from installing equipment necessary for master antenna, security, cable, television, mobile radio, or other similar systems within the Development and should cable television services be unavailable and adequate television reception not be otherwise available, then an Owner may make written application to the Architectural Control Committee for pem.ission to install a television antenna. In any case, installation of any antenna, radio receiver, satellite dish, or other similar device on the exterior of any dwelling or that can be seen from the street must be approved by the Architectural Control Committee prior to installation of such device. 10.14 Water Wells and Septic Tanks. Except those initially installed by the Dedarant or Builder, no private water wells may be drilled or maintained and no additional septic tanks or similar sewerage facilities may be installed or maintained on any Lot or Dwelling, except for wells maintained solely for irrigation purposes or as approved by the Architectural Control Committee. All such irrigation wells must receive the prior written approval of the Architectural Control Committee. 10.15 Pets. No animals, livestock, birds, or poultry of any kind shall be raised, bred, or kept by any Owner upon any portion of the Development, provided that generally recognized house pets may be kept in Dwellings, subject to rules and regulations adopted by the Association, through its Board of Trustees, and further provided that such pet or pets are kept or maintained solely as domestic pets and not for any commerdal purpose. No pet shall be allowed to make an unreasonable amount of noise or to become a nuisance. No structure for the care, housing, or confinement of any pet shall be constructed or maintained on any part of the Common Areas or shall be constructed where it can been seen for the street or adjacent property. Pets shall be under leash at all times when walked or exercised in any portion of the Common Areas, and no pet shall be permitted to leave its excrement on any portion of the Common Areas or other Lots and the Owner of such pet shall immediately remove the same. Upon the written request of any Owner, the Board of Trustees may conclusively dete. a,,ine, in is sole and absolute discretion, whether, for purposes of this Section 10.15, a particular pet is a generally recognized house pet or such pet is a nuisance, and the Board shall have the fight to require the Owner of a particular pet to remove such pet from the Development if such pet is found to be a nuisance or to be in violation of these restrictions. The Board of Trustees shall have the further fight, subject to section 11.03 hereof, to fine any Owner (in the amount not 38 to exceed fifty dollars ($50.00) per violation) for the violation of these pet restrictions by such Owner or an occupant of his Lot or Dwelling, and an Owner shall be liable to the Association for the cost of repair of any damage to the Common Areas caused by the pet of such Owner or of an occupant of such Owner's Lot or Dwelling. Any such fine or cost of repair shall be added to and become a part of that portion of any assessment net coming due to which such Lot or dwelling and its Owners are subject. 10.16 Nuisances. It shall be the responsibility of each owner to prevent the development of any unclean, unhealthy, or unkempt condition of buildings or grounds of his or her Lot and Dwelling. NO rubbish or debris of any kind shall be dumped, placed, or permitted to accumulate upon any portion of the Development, nor shall any nuisance or odors be pe,',nitted to exist or operate upon or arise from the Development, so as to render any portion thereof unsanitary, unsightly, offensive, or detrimental to persons using or occupying any other portions of the Development.. Noxious or offensive activities shall not be carried on in any Lot or Dwelling or in any part Of the Common Areas, and each Owner, his family, tenants, guests, invites, servants, and agents shall refrain from any act or use of a Lot or Dwelling or of the Common Areas which could cause disorderly, unsightly, or unkept conditions, or which could cause embarrassment, discomfort, annoyance, or nuisance to the occupants of other portions of the Development or which could result in a cancellation of any insurance for any portion of the Development, or which would be in violation of any law or govemmental code or regulation. Without limiting the generality of the foregoing provisions, no exterior speakers, horns, whistles, bells, or other sound devices, except security and fire ala, ms devices used exclusively for such purposes, shall be located, used, or placed within the Development. Any Owner, or his family, tenants, guests, invites, servants, or agents, who dumps or places any u'ash or debris upon any portion of the Development shall be liable to the Assodation for the actual casts of removal thereof or the sum of one hundred fifty dollars ($150.00), whichever is greater, and such sum shall be added to and become a pan of that portion of any assessment next becoming due to which such Owner and his Lot or Dwelling are subject. 10.17 Motor Vehicles, Trailers, Boats, Etc. Each owner shall provide for parking of at least two (2) automobiles in garages, equipped with garage doors, prior to occupancy of the Dwellings owned or maintained by such Owner. All automobiles owned or used by Owners or Occupants other than temporary guests and visitors shall be parked in garages to the extent that garage space is available, and garages shall not be used for storage or otherwise so that they become unavailable for parking cars therein. No automobile or motor vehicle may be left outside the garage of any Dwelling longer than a five (5) day period that is incapable of being operated upon public highways, and a violation of this provision shall be considered a m,i~ance and detrimental to the welfare of the neighborhood and may be removed by the Association. If the occupants of any Dwelling shall more motor vehicles than the number of covered garage parking stalls serving their Dwelling, the Owner of such Dwelling shall provide paved offstreet parking for each of such additional motor vehicles, which parking shall, unless otherwise approved by the Association, be located entirely within the building setback lines. The Board 39 of Trustees of the Association shall have the authority to promulgate rules and regulations to govern or prohibit the outside storage or parking upon any Lots or Dwelling or within any portion of the Common Area (other than areas provided therefore within the Common Areas, if any) of any mobile home, trailer (either with or without wheels), golf cart, motor home, bus, tractor, truck (other than pick-up trucks), commerdal vehicles of any type, camper, motorized camper or trailer, boat or other watercraft, boat uailer, motorcycle, motorized bicycle, motorized go-cart, or any other related forms of transportation devices. Furthermore, although not expressly prohibited hereby, the Board of Trustees may at any time prohibit mobile homes, motor homes, campers, trailer of any kind, motorcycles, motorized bicycles, motorized go-carts, and other similar vehicles, or any of them, from being kept, placed, stored, maintained or operated upon any portion ot: the Development if, in the opinion of the Board of Trustees, such prohibition shall be in the best interests of the Development, subject, however, to any governmental rules to the contrary. Notwithstanding the above provisions, the authority of the Board of Trustees to promulgate' rules and regulations governing the activities contained in this section are subject to, and shall be limited by, any ordinance of the City of Peachtree City limiting such powers, or reserving such powers in the City of Peachtree City. No Owners or other occupants of anY portion of the Development shall repair or restore any vehicle of any kind or within any Lot or Dwelling or within any portion of the Common Areas, except (i) within enclosed garages or workshops or (ii) for emergency repairs and then only to the extent necessary to enable the movement thereof to a proper repair facility. Declarant hereby reserves the right (without any obligation to do so) to designate a portion of the Common Areas as a parking area for boat trailers, motor homes, and similar vehicles. 10.18 Sales and Construction Activities. Notwithstanding any provisions or restrictions contained in this Declaration to the contrary, it shall be expressly pem2ssible for Declarant and its agents, employees, successors, and assigns to maintain and carry on such fadlities and activities as may be reasonably required, convenient, or incidental to the completion, improvement, and sale of Lots and/or Dwellings or the developing of Lots, Dwellings, Common Areas, and the Additional Property, including, without limitation, the installation and operation of sales and consumction trailers and offices, signs and model Dwellings, and the clubhouse (if any), all as may be approved by Declarant provided that the location of any construction trailers of any assignee of Declarant's rights under this Section 10.18 shall be subject to Dedarant's approval. The right to maintain and carry on such facilities and activities shall include specifically the right to use Dwellings as model residences, and to use any Dwelling as an office for the sale of Lots and/or Dwellings and for related activities, again including the use of the clubhouse (ff any) and its facilities. 10.19 Multiple Ownership. No lots or Dwellings may be sold under any time-sharing, time-interval, or similar fight-to-use programs. 10.20 Traffic Regulations. All vehicular traffic on the streets and roads in the Development shall be subject to the provisions of the laws of the State of Georgia and Fayette 4O County concerning operation of motor vehicles on public streets. The Assodation is hereby authorized to promulgate, administer, and enforce reasonable rules and regulations governing vehicular and pedestrian traffic, including reasonable safety measures and speed limits and including modifications of those in force on public streets, within the Development. The Association shall be entitled to enforce same by establishing such enforcement procedures as it deems appropriate, including levying fines for the violation thereof. In the event of a conflict between such provisions of the laws of the State of Georgia and Fayette County and such rules and regulations promulgated by the Assodation, the rules and regulations of the Assodation shall govern. Only drivers licensed to operate motor vehicles by the State of Georgia or by any other state in the United States may operate any type of motor vehicle. 10.21 Garage Sales. Ail garage sales and/or yard sales shall be conducted in accordance with applicable law and such rules and regulations as the Board may establish from time to time concerning same and such sales shall not take place without the written consent of the Board and shall not be approved more than once annually per lot. 10.22 Construction of Improvements. Construction of all Dwellings on a Lot shall be completed within fourteen (14) months of the commencement date of said construction. If any Dwelling on a Lot is not completed within eight (8) months of the commencement date of said construction, the Association, its employees and agents, shall have the right, but not the obligation, to enter upon said lot and to take such action as is necessary to complete construction of said Dwelling, with the costs thereof being assessed against the Owner of such Lot. Such Owner shall be personally liable to the Association for the direct and indirect costs of completion of said Dwelling, and the liability for such costs shall constitute an equitable charge and the same manner as other lines for the improvement of real property or by any other appropriate proceeding in law or in equity. The Association shall give notice to the Owner of such LOt prior to commencing any work. 10.23 Zoning and Private Restrictions. None of the covenants, restrictions of easements created or imposed by this Declaration shall be construed as permitting any action prohibited by applicable zoning laws, or by the laws, rules or regulations of any governmental body. In the event of any conflict between such laws, rules or regulations and the covenants, resuictions and easements created or imposed by this Declaration, the more resU'ictive provision shall govern and control. 10.24 Repurchase Option. Subject to the provisions of Section 12.06 hereof, Declarant hereby reserves unto itself and its successors and assigns the right and option to purchase any LOt within the development which is offered for sale by the Owner thereof, such option to be at the price and on the teems and conditions of any bona fide offer for such Lot which is acceptable to such Owner and which is made to such owner by a third party (or any offer made by such Owner that is acceptable to a third party). Upon the receipt or making of any such offer by an Owner, such Owner shall promptly submit a copy of the same to Declarant, 41 and Declarant shall have a period of seven (7) days from and after Declarant's actual receipt of such copy from such Owner in which to exercise its purchase option by giving such Owner written notice of such exerdse. If Declarant declines to exercise such option, Declarant shall execute an instrument evidencing its waiver of its purchase option, which insmmaent shall be in recordable form. In the event that Declarant does not exercise its purchase option, and such sale to a third party is not consummated on such terms with six (6) months of the date in which the offer is transmitted to Declarant, the terms and limitations of this Section 10.24 shall again be imposed upon any sale by such Owner. If Declarant shall elect to purchase such Lot this transaction shall be consummated within sixty (60) days following delivery of written notice by Declarant to such Owner of Declarant's derision to so purchase such Lot. ARTICLE XI RULE MAKING 11.01 Rules and Regulations. Subject to the provisions hereof, the Board of Trustees may establish reasonable rules and regulations conceming the use of Lots, Dwellings, and the Common Areas and facilities located thereon. In particular but without limitation, the Board of Trustees may promulgate from time to time rules and regulations which shall govern activities which may, in the judgment of the Board of Trustees, be environmentally hazardous, such as application of fertilizers, pesticides, and other chemicals. Copies of such rules and regulations and amendments thereto shall be furnished by the Association to all Owners prior to the effective date of such rules and regulations and amendments thereto. Such rules and regulations shall be binding upon the Owners, their families, tenants, guests, invites, servants, and agents, until and unless any such rule or regulation be specifically overruled, canceled, or modified by the Board of Trustees or in a regular or special meeting of the Assodation by vote of the Owners, in person or by proxy, holding a majority of the total votes in the Assodation, provided that in the event of such vote, such action must also be approved by Declarant, for so long as Declarant owns any LOt or Dwelling primarily for the purpose of sale or has the unexpired option to add the Additional Property or any portion thereof to the Development. 11.02 Authority and Enforcement. Subject to the provisions of Section 11.03 hereof, upon the violation of this Declaration, the By-Laws, or any rules and regulations duly adopted hereunder, including, without limitation, the failure to timely pay any assessments, the Board shall have the power (i) to impose reasonable monetary fines which shall constitute an equitable charge and a continuing lien upon the LOt or Dwelling, the Owners or Occupants of which are guilty of such violation, (ii) to suspend an Owner's right to vote in the Association, or (iii) to suspend an Owner's right (and the right of such Owner's family, guests, and tenants and Of the Co-Owners of such Owner and their respective families, guests, and tenants) to use any of recreational facilities located in the Common Areas, and the Board shall have the power to impose all or any combination of these sanctions. An Owner shall be subject to the foregoing sanctions in the event of such a violation by such Owner, his family, guests, or tenants or by his 42 PAGE 4 AL) Co-Owners or the family, guests, or tenants of his Co-Owners. Any such suspension of rights may be for the duration of the infraction and for any additional period thereafter, not to exceed thirty (30) days per violation. 11.03 Procedure. Except with respect to the failure of an Owner to pay assessments or emergency situations that in the opinion of the Board will cause bodily or property harm, the Board shall not impose a fine, suspend voting tight, or infringe upon or suspend any other fights of an Owner or other occupant of the Development for violations of the Declaration, the By- Laws, or any rules and regulations of the Association, unless and until the following procedure is followed: (a) Written demand to cease and desist from an alleged violation shall be served upon the Owner responsible for such violation specifying: (i) the alleged violation; (ii) the action required to abate the violation; and (iii) a time period of not less than ten (10) days during which the violation may be abated without further sanction, if such violation is a continuing one, or if the violation is not a continuing one, a statement that any further violation of the same provision of this Declaration, the By-Laws, or of the rules and regulations of the Association may result in the imposition of sanctions after notice and hearing. (b) Within two (2) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty, or if the same violation subsequently occurs, the Board may serve such Owner with written notice of a hearing to be held by the Board in Executive session. The notice shall contain: (i) the nature of the alleged violation; (ii) the time and place of the hearing, which time shall be not less than ten (10) days from the giving of the notice; (iii) an invitation to attend the hearing and produce any statement, evidence, and witnesses on his behalf; and (iv) the proposed sanction to be imposed. (c) The hearing shall be held in executive session of the Board of Trustees pursuant to the notice and shall afford the alleged violator a reasonable opportunity to be heard, Prior 43 to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice together with a statement of the date and manner of delivery is entered by the officer, trustee, or other individual who delivered such notice. In addition, the notice requirement shall be deemed satisfied if an alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction imposed, if any. ARTICLE XII CONTROL BY DECLARANT AND AMENDMENT 12.01 Control by Declarant. NOTWITHSTANDING ANY OTHER LANGUAGE OR PROVISION TO THE CONTRARY IN THIS DECLARATION, IN THE ARTICLES OF INCORPORATION, OR IN THE BY-LAWS OF THE ASSOCIATION, Declarant hereby retains the right to appoint and remove any member or members of the Board of Trustees of the Association and any officer or officers of the Association as provided by and for the term set forth in Section 8.01 hereof. Every grantee of any interest in the Development, by acceptance of a deed or other conveyance of such interest, agrees that Declarant shall have the authofity to appoint and remove Trustees and officers of the Assodation in accordance with the foregoing provisions of this Section 12.01 and the provisions of Section 8.01. Upon the expiration of the period of Declarant's right to appoint and remove Trustees and officers of the Association pursuant to the provisions of Section 8.01 and this Section 12.01, such right shall pass to the Owners, including Declarant if Declarant then owns one more Lots or Dwellings, and a special meeting of the Assodation shall be called within a reasonable time thereafter. At such special meeting the Owners shall elect a new Board of Trustees which shall undertake the responsibilities of the Board of Trustee, and Declarant shall deliver all books, accounts, and records, if any, which Declarant has kept on behalf of the Association and any agreements or contracts executed by or on behalf of the Association during such period and which Declarant has in its possession. 12.02 Amendments by Declarant. During any period in which Declarant retains the fight to appoint and remove any Trustees and officers of the Assodation, Declarant may amend this Declaration by an instrument in writing filed and recorded in the Records of the Office of the Clerk of the Superior Court of Fayette County, Georgia, without the approval of any Owner or Mortgagee; provided, however, that, with the exception of the addition of any portion of the Additional Property to the temps of this Declaration, (i) in the event that such amendment materially alters or changes any Owner's right to the use and enjoyment of his Lot or Dwelling, or the Common Areas as set forth in this Declaration or adversely affects the title to any Lot or Dwelling, such amendment shall be valid only upon the written consent thereof by all of such Owners and Mortgagees so affected. Notwithstanding the foregoing to the contrary, the remove any tem,ination of the fight of Declarant to appoint and remove any Trustees and officers of 44 the Association shall not terminate Declarant's right to amend the Declarant for the purpose of submitting the Additional Property or any portion thereof to the provisions of this Declaration as provided in Section 2.02 hereof. Any amendment made pursuant to this Section 12.02 shall be certified by Declarant as having been duly approved by Declarant, and by such Owners and Mortgagees if required, and shall be effective only upon recordation or at such later date as shall be spedfied in the amendment itself. Each Owner, by acceptance of a deed or other conveyance to a Lot or Dwelling agrees to be bound by such amendments as are permitted by this Section 12.02 and further agrees that, if requested to do so by Declarant, such Owner will consent to the amendment of this Declaration or any other instruments relating to the Development: (i) if such amendment is necessary to bring any provision hereof or thereof into compliance or conformity with the provisions of any applicable governmental statue, rule, or regulation or any judicial detem~ination which shall be in conflict therewith, (ii) if such amendment is necessary to enable any reputable fire insurance company to issue fire insurance coverage with respect to any Lots or Dwellings subject to this Declaration, (iii) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase mortgage loan on any LOt, Dwelling, or other improvements subject to this Declaration, or (iv) if any such amendment is necessary to enable any governmental agency or reputable private insurance company to insure Mortgages on the Lots, Dwellings, or other improvements subject to this Declaration. 12.03 Amendments by Assodation. Amendments to this Declaration, other than those authorized by Section 12.02 hereof, shall be proposed and adopted in the following manner: (a) Notice of the subject matter of the proposed amendment shall be included in the notice of the meeting of the Association at which such proposed amendment is to be considered and shall be delivered to each member of the Association. (b) At such meeting, a resolution adopting a proposed amendment may be proposed by either the Board of Trustees or by members of the Association. Such amendment must be approved by Owners holding at least two-thirds (2/3) of the total votes in the Association; provided, however, (i) that any amendment which materially and adversely affects the security tire and interest of any Mortgagee must be approved by such Mortgagee, and (ii) during any period in which Declarant owns a Lot or Dwelling primarily for the purpose of sale or has the unexpired option under this Declaration to add the Additional Property or any portion thereof to the Development, such amendment must be approved by Declarant. (c) The agreement of the required percentage of the Owners and, where required, Declarant and any Mortgagee, to any amendment of this declaration shall be evidenced by their execution of such amendment, or, in the alternative, the sworn statement of the President of the Association attached to or incorporated in the amendment executed by the Association, 45 which sworn statement shall state unequivocally that the agreement of the required parties was lawfully obtained. Any such amendment of this Declaration shall become effective only when recorded or at such later date as may be specified in the amendment itself. ARTICLE XIII DISPUTE RESOLUTION AND LIMITATION ON LITIGATION 13.01 Prerequisites to Action Against Declarant.. Prior to filing a civil action, undertaking any action in accordance with Section 13.4, or retaining an expert for such actions against Declarant, the Board shall notify and meet with the Owners to discuss the alleged problem or deficiency. Moreover, prior to taking any action, the Board shall notify the potential adverse party of the alleged problem or deficiency and provide such party a reasonable opportunity to inspect and repair the problem. 13.02. Consensus for Assodation Litigation. Except as provided in this Section, the Association shall not commence a judicial or administrative proceeding without first providing written notice of such proposed action to each Owner and obtaining the approval of at least 7S% of the Owners. This Section shall not apply, however, to (a) actions brought by the Association to enforce the Governing Doctnuents (including, without limitation, the foreclosure of liens); (b) the collection of assessments; (c) proceedings involving challenges to ad valorem taxation; or (d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is approved by the percentage of votes, and pursuant to the same procedures, necessary to institute proceedings as provided above. 13.03. Alternative Method for Resolving Disputes. Declarant, the Association, their officers, Trustees, and committee members, all Persons subject to this Declaration, and any Person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bound Parties") agree to encourage the amicable resolution of disputes involving the Property, without the emotional and financial costs of litigation. Accordingly, each Bound Party covenants and agrees that those claims, grievances, or disputes described in Sections 13.4 ("Claims") shall be resolved using the procedures set forth in Section 13.5 in lieu of filing suit in any court. 13.04. Claims. Unless specifically exempted below, all Claims arising out of or relating to the interpretation, application, or enforcement of the Governing Documents or the rights, obligations, and duties of any Bound Party under the Governing Documents or relating to the design or construction of improvements on the Properties shall be subject to the provisions of Section 13.5. Notwithstanding the above, unless all parties thereto otherwise agree, the following shall not constitute a Claim and shall not be subject to the provisions of Section 13.5: (a) any suit by the Association against any Bound Party to enforce the provisions of Article IX (Assessments); (b) any suit by the Assodation to obtain a temporary restraining order, or other mandatory or prohibitive equitable relief, and such other ancillary relief as pemfitted to enforce the provisions of Article X (Architectural Standards and Use Restrictions); (c) any suit by an Owner to challenge the actions of the Declarant, the Association, or any committee with respect to the approval or disapproval of plans and specifications in accordance with Article X (Architectural Standards and Use Restrictions); (d) any suit by an Owner to challenge the enforcement or application of specific use restrictions promulgated in accordance with the procedures set forth in Article X (Architectural Standards and Use Restrictions); (e) any suit between Owners, which does not include Declarant or the Association as a party, if such suit asserts a Claim which would constitute a cause of action independent of the Governing Documents; (0 anY suit in which an indispensable party is not a Bound Party; (g) any suit which otherwise would be barred by an applicable statute of limitations; (h) any suit to enforce a conu-act for the purchase of, or the conslzuction of, any home within the Property. With the consent of all parties thereto, any of the above may be submitted to the alternative dispute resolution procedures set forth in Section 13.5. 13.05 Mandatory Procedures. (a) Notice. Any Bound Party having a Claim ("Claimant") against any other Bound Party CRespondent'~ (collectively, the "Parties") shall notify each Respondent in writing (the "Notice"), stating plainly and concisely: (i) the nature of the Claim, including the Persons involved and Respondenfs role in the Claim; 47 (ii) the legal basis of the Claim (i.e., the specific authority out of which the Claim arises); (iii) Claimant's proposed remedy; and (iv) that Claimant will meet with Respondent to discuss good faith ways to resolve the Claim. (b) Negotiation and Mediation. The Parties shall make every reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation. If requested in writing, accompanied by a copy of the Notice, the Board may appoint a representative to assist the Parties in negotiation. If the Parties do not resolve the Claim within 30 days of the date of the Notice (or within such other period as may be agreed upon by the Parties) ("Fe~-ccfination of Negotiations"), Claimant shall have 30 additional days to submit the Claim to mediation under the auspices of an independent agency providing dispute resolution services in the Atlanta, Georgia area. If Claimant does not submit the Claim to mediation within such time, or does not appear for the mediation, Claimant shall be deemed to have waived the Claim, and Respondent shall be released and discharged from any and all liability to Claimant on account of such Claim; provided, nothing herein shall release or discharge Respondent from any liability to any Person other than the Claimant. Any settlement of the Claim through mediation shall be documented in writing by the mediator and signed by the Parties. If the Parties do not settle the Claim within 30 days after submission of the matter to the mediation, or within such time as determined by the mediator, the mediator shall issue a notice of tem-dnation of the mediation proceedings ('Tem~ination of Mediation"). The Ten,-,ination of Mediation notice shall set forth that the Parties are at an impasse and the date that mediation was terminated. Within five days of the Termination of Mediation, the Claimant shall make a final written settlement demand ("Settlement Demand") to the Respondent, and the Respondent shall make a final written settlement offer ("Settlement Offer") to the Claimant. If the Claimant fails to make a Settlement Demand, Claimanfs original Notice shall constitute the Settlement Demand. If the Respondent fails to make a Settlement Offer, Respondent shall be deemed to have made a "zero" or "take nothing" Settlement Offer. (c) Final and Binding Arbitration. If the Parties do not agree in writing to a settlement of the Claim within 15 days of the Te.,ination of Mediation, the Claimant shall have 15 additional days to submit the Claim to arbitration in accordance with the Rules of Arbitration contained in Exhibit "C" or such rules as 48 may be required by the agency providing the arbitrator. If not timely submitted to arbitration or if the Claimant fails to appear for the arbitration proceeding, the Claim shall be deemed abandoned, and Respondent shall be released and discharged from any and ail liability to Claimant arising out of such Claim; provided, nothing herein shall release or discharge Respondent from any liability to Persons other than Claimant. This subsection (c) is an agreement to arbitrate and is specifically enforceable under the applicable arbitration laws of the State of Georgia. The arbitration award (the "Award") shall be final and binding, and jud~;ment may be entered upon it in any court of competent jurisdiction to the fullest extent permitted under the laws of the State of Georgia. 13.06. Allocation of Costs of Resolving Claims. Subject to Section 13.5 (b), each Party shall bear its own costs, including attomeys' fees, and each Party shall share equally all charges rendered by the mediators) and ail filing fees and costs of conducting the arbitration proceeding ("Post Mediation Costs"). Any Award which is equai to or more favorable to Claimant than Claimant's Settlement Demand shall add Claimant's Post Mediation Costs to the Award, such costs to be borne equaily by all Respondents. Any Award which is equai to or less favorable to Claimant than any Respondent's Settlement Offer shall award to such Respondent its Post Mediation Costs. 13.07. Enforcement of Resolution. After resolution of any Claim, if any Party fails to abide by the tem,.u of any agreement or Award, then any other Party may file suit or initiate administrative proceedings to enforce such agreement or Award without the need to again comply with the procedures set forth in Section 13.5. In such event, the Party taking action to enforce the agreement or Award shall be entitled to recover from the non-complying Party (or if more than one non-complying Party, from all such Parties pro rata) ail costs incurred in enforcing such agreement or Award, including, without limitation, attorneys' fees and court costs. 13.08. Attomey's Fees. In the event of a legal action (other than a mediation or arbitration proceeding) is fried to enforce any of the provisions contained in the Governing Documents, the party prevailing in such action shall be entitled to recover from the other party thereto as part of the judgment, reasonable attorneys' fees and costs, including administrative and lien fees, of such suit. In the event the Association is a prevailing party in such action, the amount of such attomeys' fees and costs shall be a Specific Assessment with respect to the Lots involved in the action. 13.09 Imposition of Fines and Penalties. Each Owner shall comply with the By-Laws and the published rules and regulations of the Assodation adopted pursuant to this Declaration, as either of the same may be lawfully amended, and with the covenants, conditions, and restrictions set forth in this Declaration and in the deed or other instrument of conveyance to 49 his Lot or Dwelling, if any. Failure to comply with any of the same shall be ground for imposing fines, for suspending voting fights or fights of use in and to the recreational facilities, located in the Common Areas, or for damages, and/or for injunctive relief. Inasmuch as the enforcement of the provisions of this Declaration, the By-Laws, and the rules and regulations of the Association are essential for the effectuation of the general plan of development contemplated hereby and for the protection of present and future Owners, it is hereby declared that by breach thereof may not adequately be compensated by recovery of damages, and that Declarant, the Association, or any aggrieved Owner, in addition to all other remedies, may require and shall be entitled to the remedy of injunction to restrain any such violation or breach of any threatened violation or breach, either as a result of mediation or arbitration as herein provided, or by suit filed in the appropriate court where mediation and arbitration do not apply. No delay, failure, or omission on the part of Declarant, the Association, or any aggrieved Owner in exercising any right, power, or remedy herein provided shall be construed as an acquiescence thereto or shall be deemed a waiver of the right to enforce such right, power, or violation or breach occurring prior or subsequent thereof, and shall not bar or affect its enforcement. ARTICLE XIV MISCELLANEOUS: 14.1 Duration. The provisions of this Declaration shall mn with and bind title to the Property, shall be binding upon and inure to the benefit of all Owners and Mortgagees and their respective heirs, executors, legal representatives, successors, and assigns, and shall remain in effect for a period of twenty (20) years from and after the date of the recording of this Declaration, provided that rights and easements which are stated herein to have a longer duration shall have such longer duration. Upon the expiration of said twenty (20) year period, this Declaration shall be automatically renewed for successive ten (ten) year periods. The number of ten (10) year renewal periods shall be unlimited, with this Declaration being automatically renewed and extended upon the expiration of each ten (10) year renewal period for an additional ten (10) year period; provided, however, that there shall be no renewal or extension of this Declaration, if, during the last year of the initial twenty (20) year period or the last year of any ten (10) year renewal period, seventy-five percent (75%) of the total votes of the Association are cast in favor of temgnating this Declaration at the end of the then current term. In the event that the Assodation votes to teiminate this Declaration, an instrument evidendng such tem~ination shall be filed of record in the Records of the Clerk of the Superior Court of Fayette County, Georgia, such instrument to contain a certificate wherein the President of the Association swears that such te~ut/nation was duly adopted by the requisite number of votes. Every purchaser or grantee of any interest in any Property, by acceptance of a deed or other conveyance therefore, thereby agrees that the provisions of this Declaration shall nm with and bind tide to the Property as provided hereby. 14.02 Perpetuities. If any of the covenants, conditions, restrictions, or other provisions of these Declarations shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England. 14.03 Interpretation. In all cases, the provisions set forth or provided for in this Declaration shall be construed together and given that interpretation or construction which, in the opinion of Declarant or the Board of Trustees, will best effect the intent of the general plan of development. The provisions hereof shall be liberally interpreted and, if necessary, they shall be so extended or enlarged by implication as to make them fully effective. The provisions of this Declaration shall be given full force and effect notwithstanding the existence of any zoning ordinance or building codes which are less restrictive. The effective date of this Declaration shall be the date of its filing for record on the Records of the Clerk of the Superior Court of Fayette County, Georgia. The captions of each Article and Section hereof as to the contents of each Article and Section are inserted only for convenience and are in no way to cons~ued as defining, limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer. This Declaration shall be consumed under and in accordance with the laws of the State of Georgia. 14.04 Gender and Grammar. The singular wherever used herein shall be consumed to mean the plural when applicable, and the necessary grammatical changes required to make the provisions hereof apply either to corporations or other entities or to individuals, men, or women, shall in all cases be assumed as though in each case fully expressed. 14.05 Severability. 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 the application of any provision which can be given effect without the invalid provision or application, and the this end the provisions of this Declaration are declared to be severable. 14.06 Rights of Third Parties. This Declaration shall be recorded for the benefit of Declarant, the Owners and their Mortgagees as herein provided, and by such recording, no adjoining property owner or third party shall have any right, title or interest whatsoever in the Development, except as provided herein, or in the operation or continuation thereof or in the enforcement of any of the provisions hereof, and, subject to the rights of Declarant and Mortgagees as herein provided, the Owners shall have the right to extend, modify, amend, or otherwise change the provisions of this Declaration without the consent, permission, or approval of any adjoining owner or third party. 14.07 Notice of Sale, Lease, or Mortgage. In the event an Owner sells, leases, mortgages, or otherwise disposes of any Lot or Dwelling, the Owner must promptly furnish to 51 the Association in writing the name and address of such purchaser, lessee, mortgagee, or transferee. 14.08 No Trespass. Whenever the Association, Declarant, the Architectural Control Committee, and their respective successors, assigns, agents, or employees and pem~itted by this Declaration to enter upon or correct, rep,ir, clean, maintain, preserve, or do any other action within any portion of the Development, the entering thereon and the taking of such action shall no be deemed to be a trespass. 14.09 Notices. Notices required hereunder shall be in writing and shall be delivered by hand or sent by United States Mail, postage prepaid. All notices to Owners shall be delivered or sent to such addresses as have been designated in writing to the Assodation, or if no address has been so designated, at the addresses, of such Owners' respective Lots or Dwellings. All notices to the Association shall be delivered or sent in care of Declarant at the following address: to such other address as the Assodation may from time to time notify the Owners. All notices to Declarant shall be delivered or sent to Declarant at the above address or to such address as Declarant may notify the Assodation. Notices to Mortgagees shall be delivered or sent to such addresses as such Mortgagees specify in writing to the Association. 14.10 No Liability. Declarant has, using best efforts and all due diligence, prepared and recorded this Declaration so that each and every Owner shall have the right and the power to enforce the te~¥c~ and provisions of this Declaration against every other Owner. However, in the event that this Declaration is, for any reason whatsoever, unenforceable, by an Owner (or any other person) in a court of law, or otherwise, Declarant shall have no liability of any kind as a result of such unenforceability, and each and every Owner, by acceptance of a deed conveying a Lot, acknowledges that Declarant shall have no such liability. 52 IN WITNESS WHEREOF, duly authorized officers of the undersigned Declarant have executed this Declaration under seal, as of the day and year first above written. DECLARANT: .... ~ ~ '... ,. ~ ~ 3 ~ ~.,,." #99282.vl Halligan/TerreUVenttuei Maple shade Declar~on FinalDocarnent3/6/03 53 EXHIBIT "A" Land Initially Submitted (attached) [Description of the first phase] LEGAL DESCRIPT~O~ Ali that tract or parcel of land lying an~ being in Land Lot 135 of the 7th District of Fayette, County, Georgia and being more particularly described as follows: BEG.INNInG st a rock corner at the Northwest corner of Land Lot 135; THENCE along the North line of Land Lot 135 %ns following courses and distances: South 89 degrees 18 misuses 03 seconds East e distance of 1,468.22 feet ~o a 1" axle; ~"~4ENCE South 89 degrees 37 minutes 08 seconds East a distance of 172.62 feet to a 1" axle; ~4~NCE South 88 degrees 14 minutes 26 seconds East a distance of 248.~1 feet to a 1-1/2" axle; THENCE South 88 degrees 14 minutes 44 seconds East a distance of 298.40 feet to a point; THENCE South 8B d~ees 14 minu%~ 44 seconds Ea~t a distance of 1DO.10 feet to a 1/2" rod on Westerly right-of-way of ~orgia State Route No. 74 (right-of-way varies); TH~CE along said right-of-way the following courses and feet to a concrete right-of-way monument; TH~CE South 16 degrees 05 minutes 25 seconds West a distance of 667.80 feet to a concrete right-of-way mon~ent; TH~;CE Sou~ 32 degrees 32 minutes 04 seconds Neet a distance of 476.90 feet to a co~rete right-of-way moou~ent; TH~CE South 29 degrees 21 minute~ o6 seconds Wes~ a distance of 332.90 feet to a 1/2" rebar~ TH~CE leaving the right-of-way of Georgia State Route No. 74 North 60 degrees 33 minutes 41 seconds West a distance of 100.00 feet to a point; TH~CE ~orth 60 degrees 34 ~nutes 56 $~onds ~est a distance of 5~.36 f~t to a point on a curve; THENCE along a ou~e to the right having a radius off 280.00 feet a delta of 13 degrees 07 minutes 10 seconds, an arc length 64.11 feet and a c~ord which ~ars No~h 60 d~em~ 44 minutes 53 seconds East having a chord distance of 63.97 feet to a point on a line; TH~CE North 67 degrees 36 minutes 41 ~eoo~s East a distance of 24.40 feet to a point on a curve; TH~CE along a curve to the left having a radius of 220.o0 feet a delta of 38 degrees 02 minutes 35 seconds, an arc ie~gth 146.08 feet and a chord whi~ bears Nor~ 48 degr=es Z5 mlnu~es 53 seconds East having a chord distance of 143.41 feet to a point on a line; THENCE North 29 degrees 26 minutes 27 seconds ~st a distance of 126.58 feet to a 1/2" rebar; ~ENCE North 32 degrm~s 29 minutes ~4 ~euondg East a distano~ of Z49.87 feet to a 1/2" rebar; THENCE North 57 degrees 31 minutes 33 second~ West a distance of 436.65 feet to a,1/2" rebar; ~CE South 06 d~gree~ 39 minutes 34 second~ West a distance of ~3].58 feet 5o an axle; THENCE Sou~, 0l degrees 18 minu~es 53 seconds West a ~istance of 151.55 feet to a 1/2" rebar; TH~CE North 57 degrees 21 minu~es 03 seconds West a distance of 157.8[ feet to a 1/2" rebar; TH~CE South 34 degrees 54 minutes 48 seconds Wemt a distance of 579.87 feet to a 1/2" rebar; THENCE North 88 degrees 53 minutes 19 seconds West a distance of 176.63 feet to a square Dar; T~CE South O0 degrees 14 minutes 13 seconds East a distance of 182.82 feet to a point on a curve on the Northerly right-of-way of Crabapple Lane (60' right-of-way); TH~C~ along said right-of-way the following courses and distances; along a curve to the right having a radius of 314.33 feet a delta of 05 degrees 15 minutes 55 ~eoond~, an arc length ~8.Bg feet and a chord which ~rs North 77 degrees 24 minutes B8 second~ West having a chord distance of 28.88 feet to a point on a line; EXHIBIT "A" CONTINUED THENCE North 74 degrees 52 minutes 02 seconds West a distanc~ of 37.33 feet to a point om a ourve; THENCE along a curve to the left havin~ a radius of 1,761.37 feet a delta of 04 degrees 39 minutes 33 seconds, an arc length 143.23 feet and a ohord which ~ar$ Worth 77 de,tees 08 minutes 52 seconds West haying a c~or~ distance of 1¢3.19 feet to a point on a line; THENCE ~orth 79 degrees 49 minutes 37 seconds West a distance o~ 331.80 feet to a 5/s" rebar; THENCE leaving the right-of-way of Crabapple Lane North 00 degrees 45 minutes 2~ second~ East a distance of 1,207.~5 feet to a 3/4" pipe; TRF~CE North 89 degTees OS minute~ 02 s~conds West a distance of 374.6~ feet to a 5/8" r(K] on the West line of LaDd Lot ~35; THENCE along said band Lot Line North O0 degrees 51 minotes 05 seconds East a distance of 37~.54 fse~ to the POINT OF BEGINNING, and oentaiaing 57.366 acre[s) of land, more or less. EXHIBIT "B" Land Subject to Annexation [Description of the Additional Property not subjected by Exhibit "A~] 55 EXH~IT "C" Rules of Arbitration 1. Claimant shall submit a Claim to arbitration under these Rules by giving written notice to all other Parties stating plainly and concisely the nature of the Claim, the remedy, sought and Claimant's submission of the Claim to arbitration ("Arbitration Notice"). 2. The Parties shall select arbitrators ("Party Appointed Arbitrators") as follows: all the Claimants shall agree upon one (I) Party Appointed Arbitrator, and all the Respondents shall agree upon one (1) Party Appointed Arbitrator. The Party Appointed Arbitrators shall, by agreement, select one neutral arbitrator ('Neutral") so that the total arbitration panel ("Panel") has three (3) arbitrators. 3. If the Panel is not selected under Rule 2 within 45 days from the date of the Arbitration Notice, any party may notify the nearest chapter of The Community Associations Institute, for any dispute arising under the Governing Documents, or the American Arbitration Association, or such other independent body providing arbitration services, for any dispute relating to the design or construction of improvements on the Properties, which shall appoint one Neutral ("Appointed Neutral"), notifying the Appointed Neutral and all Parties in writing of such appointment. The Appointed Neutral shall thereafter be the sole arbitrator and any Party Appointed Arbitrators or their designees shall have no further duties involving the arbitration proceedings. 4. No person may serve as a Neutral in any arbitration in which that person has any financial or personal interest in the result of the arbitration. Any person designated as a Neutral or Appointed Neutral shall immediately disclose in writing to all Parties any circumstance likely to affect impartiality, including any bias or financial or personal interest in the outcome of the arbitration ("Bias Disclosure"). If any Party objects to the service of any Neutral or Appointed Neutral after receipt of that Neutral's Bias Disclosure, such Neutral or Appointed Neutral shall be replaced in the same manner in which that Neutral or Appointed Neutral was selected. 5. The Appointed Neutral or Neutral, as the case may be ("Arbitrator") shall fix the date, time and place for the hearing. The place of the heating shall be within the Properties unless otherwise agreed by the Parties. In fixing the date of the heating, or in continuing a hearing, the Arbitrator shall take into consideration the amount of time reasonably required to determine Claimanfs damages accurately. 6. Any Party may be represented by an attorney or other authorized representative throughout the arbitration proceedings. In the event the Respondent fails to participate in the arbitration proceeding, the Arbitrator may not enter an Award by default, but shall hear Claimant's case and decide accordingly. 7. All persons who, in the judgment of the Arbitrator, have a direct interest in the arbitration are entitled to attend heatings. The Arbitrator shall determine any relevant legal issues, including whether all indispensable parties are Bound Parties or whether the claim is barred by the statute of limitations. 8. There shall be no stenographic record of the proceedings. 9. The hearing shall be conducted in whatever manner will, in the Arbitrator's judgment, most fairly and expeditiously permit the full presentation of the evidence and arguments of the Parties. The Arbitrator may issue such orders as it deems necessary to safeguard tights of the Parties in the dispute without prejudice to the rights of the Parties or the final determination of the dispute. 56 10. If the Arbitrator decides that it has insufficient expertise to determine a relevant issue raised daring arbitration, the Arbitrator may retain the services of an independent expert who will assist the Arbitrator in making the necessary determination. The scope of such professional's assistance shall be determined by the Arbitrator in the Arbitrator's discretion. Such independent professional must not have any bias or financial or personal interest in the outcome of the arbitration, and shall immediately notify the Parties of any such bias or interest by delivering a Bias Disclosure to the Parties. If any Party objects to the service of any professional after receipt of a Bias Disclosure, such professional shall be replaced by another independent licensed professional selected by the Arbitrator. 11. No formal discovery shall be conducted in the absence of express written agreement among all the Parties. The only evidence to be presented at the hearing shall be that which is disclosed to all Parties at least 30 days prior to the hearing; provided, however, no Party shall deliberately withhold or refuse to disclose any evidence which is relevant and material to the Claim, and is not otherwise privileged The Parties may offer such evidence as is relevant and material to the Claim, and shall produce such addirional evidence as the Arbitrator may deem necessary to an understanding and determination of the Claim. The Arbitrator shall be the sole judge of the relevance and materiality of any evidence offered, and conformity to the legal rules of evidence shall not be necessary. The Arbitrator shall be authorized, but not required, to administer oaths to witnesses. 12. The Arbitrator shall declare the hearings closed when satisfied the record is complete. 13. There will be no posthearing briefs. 14. The Award shall be rendered immediately following the close of the hearing, if possible, arid no later than 14 days from the close of the hearing, unless otherwise agreed by the Parties. The Award shall be in writing, shall be signed by the Arbitrator and acknowledged before a notary public. If the Arbitrator believes an opinion is necessary, it shall be in summary form 15. If there is more than one arbitrator, all decisions of the Panel and the Award shall be by majority vote. Each Party agrees to accept as legal delivery of the Award the deposit of a true copy in the mail addressed to that Party or its attorney at the address communicated to the Arbitrator at the hearing. Page 2 of 60 BY-LAWS OF MAPLE SHADE COMMUNITY ASSOCIATION, INC. ARTICLE I Name and Location Section 1. Name and Location. The name of this Assodation is as follows: Maple Shade Community Association, Inc.. Its principal office and mailing address is initially located at: 1009 Georgian Parlq Peachtree City, Georgia 30269. ARTICLE II Definitions Section 1. Declarant. "Declarant", as used herein, shall have the same meaning as that expression is defined to have in the Dedaratiom Section 2. The Project. The "Project", as used herein, means that certain community being developed by the Declarant in Fayette County, Georgia known as Maple Shade Subdivision. Section 3. Declaration. "Declaration", as used herein, means that certain Declaration of Covenants and Restrictions for Maple Shade to be recorded by Declarant in the real property records of Fayette County, Georgia. Section 4. Mortgagee. "Mortgagee", as used herein, means the holder of any recorded mortgage, or the party secured or beneficiary of any recorded deed to secure debt encumbering one or more of the Lots or Dwellings. "Mortgage", as used herein, shall include Deed to Secure Debt. "First Mortgage", as used herein, shall mean a Mortgage with priority over other Mortgages. As used in these By-Laws, the tem~ "Mortgagee" shall mean any Mortgagee and shall not be limited to Institutional Mortgagees. As used in these By-Laws, the texm "Institutional Mortgagee" or "Institutional Holder" shall include banks, trust companies, insurance companies, mortgage insurance companies, savings and loan associations, mutual savings banks, credit unions, trusts, pension funds, mortgage companies, Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation CFHLMC"), all corporations, and any agency or department of the United States Government or of any state or municipal government. AS used in these By-Laws, the term "Holder" or "Mortgagee" shall include the parcies secured by any deed of trust or any beneficiary thereof. Section 5. Other Definitions. Unless it is plainly evident from the context that a different meaning is intended, all other terms used herein shall have the same meaning as they are defined to have in the Declaration. ARTICLE III Membership Section 1. Membership. The Association shall have two (2) classes of voting membership which shall be known as "Class A" and "Class B": (a) With the exception of the Declarant, everyperson, group of persons, corporation, partnership, trust or other legal entity, or any combination thereof, which is a reCOrd owner of a fee interest in any Lot or Dwelling which is part of the premises described in the Dedaration, or which otherwise becomes subject by the covenants set forth in the Declaration to assessments bythe Association, shall be a Class A Member of the Association; provided, however, that any such person, group of persons, corporation, partnership, trust or other legal entity which holds such interest solely as security for the performance of an obligation shall not be a Class A Member solely on account of such interest. Each Class A Member shall be entitled to one (1) vote for each Lot or Dwelling in which such Member holds the interest required for Class A membership. (b) The Class B Member shall be the Dedarant, its nominee or nominees, and shall include every person, group of persons, corporation, parmership, trust or other legal entity, or any combination thereof, which shall obtain any Class B membership by specific assignmentfrom the Declarant. The Class B Member or Members shall have one (1) Class B membership for each Lot in which such Member holds the interest otherwise required for Class A membership. Each Class B Member shall be entitled to __ votes for each Class B membership which it holds. Each Class B membership shall lapse and become h nullity on the first to happen of the following events: (i) when 100% of the maximum number of Lots within the Property, including any Additional Property, have been conveyed to persons other than Builders, homes have been built thereon and certificates of occupancy have been issued; or (ii) when the ten year option to add Additional Property to the Development pursuant to Section 2.02 of the Declaration expires. Upon the lapse or surrender of any of the Class B memberships as provided for in this Article, the Declarant shall thereafter remain a Class A Member of the Association as to each and every Unit in which the Declarant then holds the interest otherwise required for such Class A membership. The Members of the Association shall have no preemptive tights, as such Members, to acquire any memberships of this Association that may at any time be issued by the Association except as may be specifically provided in this Article. Inthe event of any voluntary or involuntary dissolution of the Assodation, each Class A Member of the Association shall be entitled to receive out of the assets of the Association available for distribution to the Members an mount equal to that proportion of such assets which the number of Class A memberships held by such Member bears to the total number of Class A memberships of the Association then issued and outstanding. If the Association is dissolved, all assets of the Association shall be dedicated to a public body or conveyed to a non-profit organization, to be used for a similar purpose. ARTICLE IV Meeting of Members Section 1. Place of Meeting. Meetings of the Members shall be held at the principal office or place of business of the Association or at such other suitable place within the State of Georgia which is reasonably convenient to the memberships and as may from time to lime be designated by the Board of Trustees. Section 2. Annual Meetings. The first annual meeting of the Members of the Association shall be held at such time and place as may be designated by the Board of Trustees; provided, however, that the first annual meeting of Members shall be held within one (1) year from the date of filing of the Articles of Incorporation of the Association with rhe Secretary of State. Thereafter, the annual meetings of the Members shall be held during the month of June of each succeeding year. At such meeting there shall be 'elected by ballot of the Members a Board of Trustees in accordance with the requirements of Article V of these By-Laws. The Members may also transact such other business as may properly come before them. Section 3. Special Meetings. It shall be the duty of the President to call a special meeting of the Members as directed by resolution of the Board of Trustees or upon a petition signed by at least twenty (20%) percent of each class of the then Members, having been presented to the Secretary; provided, however, that no special meetings shall be called, except upon resolution of the Board of Trustees, ptior to the first annual meeting of Members as herein above provided for. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice. Section 4. Notice of Meeting. It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof, as well as the time and place where it is to be held, to each Member of record, at his address as it appears on the membership books of the Association or, if no such address appears, at his last known place of addres s, at least fifteen (15) but not more than forty-five (45) days prior to such meeting. Notice by either such method shall be considered as notice served. Attendance by a Member at any meeting of the Members shall be a waiver of notice by him of the time, place and purpose thereof. Notice of any annual or special meeting of the Members of the Association may also be waived by any Member either prior to, at, or after any such meeting. Section 5. Roster of Membership. The Board of Trustees of the Association shall maintain a current roster of the names and addresses of each Member to which written notice of meetings of the Members of the Association shall be delivered or mailed. Each Unit Owner shall furnish the Board of Trustees with his name and current marling address. Section 6. Quorum. The presence, either in person or by proxy, of Members representing at least fifty-one (51%) percent of the then Members of record, shall be requisite for, and shall constitute a quorum for the transaction of business of all meeting of Members. If the number of Members at a meeting drops below the quorum and the question of a lack of a quorum is raised, no business may thereafter be transacted. Section 7. Adjourned Meetings. If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called. Section 8. Voting. At every meeting of the Members, each Class A Member shall have the fight to cast one (I) vote for each Class A membership which he owns on each question. Each Class B Member shall have the right to cast votes for each Class B membership which he owns on each question. The vote of the Members representing fifty-one (51%) percent of the total of votes of the membership present at the meeting, in person or by proxy, calculated as aforesaid, shall, be necessary to decide any question brought before such meeting unless the question is one upon which, bythe' express provision of law or of the Articles of Incorporation, or of the Declaration or of these By-Laws, a different vote is required, in which case such express provision shall govern and control. The vote for any membership which is owned by more than one person may be exercised by any of them present at any meeting unless any objection or protest by any other owner of such membership is noted at such meeting. In the event all of the Co-Owners of any membership who are present at any meeting of the Members are unable to agree on the manner in which the votes for such membership shall be cast on any particular question, then such vote shall not be counted for purposes of deciding that question. In the event any membership is owned by a corporation, then the vote for any such membership shall be cast by a person designated in a certificate signed by the President or any Vice President of such corporation and attested by the Secretary or an Assistant Secretary of such corporation and filed with the Secretary or an Assistant Secretary of the Association, prior to or during the mee~ng. Any such certificate shall remain valid until revoked or superseded in writing. The BOOK vote for any membership which is owned by a trust or pm utership may be exercised by any trustee or paztner thereof, as the case may be, and, unless any objection or protest by any other such trustee or pm uter is noted at such meeting, the Chahman of such meeting shall have no duty to inquire as to the authority of the person casting such vote or votes. No Class A Member shall be eligible to vote, either in person or by proxy, or to be elected to the Board of Trustees, who is shown on the books or management accounts of the Association to be more than sixty (60) days delinquent in any payment due the Association. Whenever in these By-Laws any action is required to be taken by a specified percentage of"each class of the then Members" of the Association, then such action shall be required to be taken separately by the ipecified percentage of the votes of the then outstanding Class A Members of the Association and the specified percentage of the votes of the then outstanding Class B Members of the Association. Whenever in these By-Laws any action is required to be taken by a specified percentage of "both classes of the then Members" of the Association, then such action shall be required to be taken by a specified percentage of the votes of the then outstanding cumulative membership of the Association. Section 9. Pro:des. A Member may appoint any other Member or the Declarant as his proxy. In no case may any Member (except the Declarant) cast more than one (1) vote by proxy in addition to his own vote. Any proxy must be in writing and must be filed with the Secretary in fo~n, approved by the Board of Trustees' before the appointed time of each meeting. Unless limited by its terms, any proxy shall continue until revoked by a written notice of revocation filed with the Secretary or by the death of the Member; provided, however, that no proxy shall be effective for a period in excess of one hundred eighty (180) days unless granted to a Mortgagee or lessee of the Unit to which the votes are appurtenant. Section 10. Right of Mortgagees. Any Institutional Mortgagee of any Unit who desires notice'ofthe annual and special.meetings of the Members shall notify the Secretary to that effect by Registered Mail - Retttrn Receipt Requested. Any such notice shall contain the name and post office address of such Institutional Mortgagee and the name of the person to whom notice of the annual and special meeting of the Members should be addressed. The Secretary of the Association shall maintain a roster of all Institutional Mortgagees from whom such notices are received, and it shall be the duty of the Secretary to ma_il or otherwise cause the delivery of a notice of each annual or special meeting of the Members to each such Institutional Mortgagee, in the same manner, and subject to the same requirements and limitations as are otherwise provided in this Article for notice to the Members. Any such Institutional Mortgagee shall be entitled to designate a representative to attend any annual or special meeting of the Members, and such representative may participate in the discussion at any such meeting and may, upon his request made to the Chah'man in advance of the meeting, address the Members present at any such meeting. Such representative shall be entitled to copies of the minutes of all meetings of the Members upon request made in writing to the Secretary. Section 11. Order of Business. The order of business at all regularly scheduled meetings of the Members shall be as follows: (a) Roll call and certificate of proxies. (b) Proof of notice of meeting or waiver of notice. (c) Reading and disposal of minutes of preceding meeting, if any. (d) Reports of officers, if any. (e) Reports of committees, ff any. (O Unfinished business. (g) New business. (h) Election or appointment of inspectors of election. (i) Election of Trustees. 0) Adjournment. In the case of special meetings, items (a) through (d) shall be applicable and thereafter the agenda shall consist of the items specified in the notice of the meeting. Section 12. Rules of Order and Procedure. The rules of order and all other matters of procedure at all annual and special meetings of the Members shall be determined by the Chah'man of such meeting. Section 13. Inspectors of Election. The Board of Trustees may, in advance of any annual or special meeting-of the Members, appoint an uneven number of one or more inspectors of election to act at the meeting and at any Adjournment thereof. In the event inspectors are not so appointed, the Chairman of any annual or special meeting of Members shall appoint such inspectors of election. Each inspector so appointed, before entering upon the discharge of his duties, shall take and sign an oath faithflJlly to execute the duties of inspector of election at such meeting. The oath so taken shall be filed with the secretary of the Association. No officer or Trustee of the Association shall act as an inspector of election at any meeting of the Members if one of the purposes of such meeting is to elect Trustees. ARTICL~ V Trustees Section 1. Number and Qualifications. The affairs of the Association shall be governed by the Board of Trustees. For the purpose of formation of the Association, Declarant shall appoint one Trustee. At the organizational meeting of the Association, Declarant shall appoint two additional Trustees, so that the Board of Trustees shall thereafter be composed of an uneven number of at least three (3) natural persons and not more than five (5) natural persons, a majority of whom (after the lapse of all of the Class B Memberships, either as originally Created or as established pursuant to the annexation of all or a part of the Additional Property, as provided in these By-Laws) shall be Members of the Association. Prior to the lapse of all the Class B memberships as provided in these By-Laws, the number of Trustees shall be detem'dned, from time to time, by a vote of the initial Trustees hereinafter named. Thereafter, the number of Trustees may be changed by a vote or the Members at any subsequent annual or special meeting of the Members; provided, however, that (a) the limitations of this Section shall continue to apply; and Co) no such change shall operate to curtail or extend the tem~ of any incumbent Trustee. Section 2. Initial Trustees. The-initiaITrustees shall be selected bythe Declarant and need not be Members of the Association. The names of the Trustees who shall act as such from the date upon which the Articles of Incorporation of the Association are accepted for record by the Georgia Secretary of State, and until the first annual meeting of the Members or until such time as their successors are duly chosen and qualified, whichever shall last occur, are as set forth in the Articles of Incorporation of the Association. Section 3. Powers and Duties. The Board of Trustees shall have all the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by the Declaration or these By-Laws directed to be exercised and done by the Members. The powers and duties of the Board of Trustees shall include, but shall not be limited to, the following: To provide for the: (a) care, upkeep and surveillance of the Common Areas and services in a manner consistent with law and the provisions of these By-Laws and the Declaration; and Cb) establishment, collection, use and expenditure of assessments and carrying charges from the Members and for the assessment, the filing and enforcement of liens therefor in a manner consistent with law and the provisions of these By-Laws and the Declaration; and (c) promulgation and enforcement of such rules and regulations and such restrictions on or requirements as may be deemed proper respecting the use, occupancy and maintenance of the Common Areas as are designated to prevent unreasonable interference with the use of the Common Areas by the Members and others, all of which shall be consistent with law and the provisions of these By-Laws and the Declaration; and (d) authorization, in their discretion, of the payment of patronage refunds from residual receipts when and as reflected in the annual report; and (e) to purchase such polities of insurance as shall from time to ffrne be considered appropriate by the Board of Trustees including, without limitation, casualty insurance, public liability insurance, workmen's compensation insurance to the extent necessary to comply with any applicable law, so-called "legal expense indemnity insurance" afforcting protection for the officers and Trustees of the Association for expenses and fees incurred by any of them in defending any suit or settling any claim or cause of action to which any such officer or Trustee shall have been made a party by reason of his or her service as such, fidelity coverage and the like; and (f) to repair, restore or reconstruct all or any part of the Common Areas after any casualty loss in a manner consistent with law and the provisions of these By-Laws and to otherw/se improve the common areas and community facilities; and (g) to lease, grant licenses, easements, rights-of-way and other fights of use in all or any part of the common areas and community facilities; and (h) to purchase Dwellings and to lease, Mortgage or convey the same, subject to the provisions of these By-Laws and the Declaration; and - (i) to appoint the Members of the Architectural Control Committee provided for in the Declaration and to appoint the Members of such other committees as the Board of Trustees may from time to time designate. Section4. Election and Term of Office. The te~m of the Trustees named herein shall expire when their successors have been elected at the first annual meeting of Members and are duly qualified. The election of Trustees shall be by secret written ballot, unless balloting is dispensed with by the unanimous consent of the-Members present at any meeting, in person or by proxy. There shall be no cumulative voting. At the first annual meeting of the Members, the tern, of office of the Trustee receiving the greatest number of votes shall be fixed for three (3) years. The term of office of the Trustee receiving the second greatest number of votes shall be fixed for two (2) years, and the term of the office of the other Trustee or Trustees shall be fixed for one (1) year. At the expiration of the initial term of office of each respective Trustee, his successor shall be elected to serve a term of three (3) years. In the alternative, the membership may, byresolution dulymade and adopted at the first annual meeting, resolve to fix the temt for each Trustee elected at any such meeting at one '(1) year. Trustees shall hold office until their sue-cessors have been elected and hold their first regular meeffng. Section 5. Resignation and Removal of Trustees. Any Trustee mayresign at anytime upon written notice to the Board of Trustees. At an annual meeting of Members, or at any special meeting duly called for such purpose (but only after the lapse of all of the Class B memberships as provided in these By-Laws), any Trustee may be removed with or without cause by the affmnative vote of the majority of the votes of the Members present and voting, in person or by proxy, and a successor may then and there be elected to fill the vacancy thus created. Any Trustee whose removal has been proposed by the Members shall be given an opportunity to be heard at the meetSng. The term of any Trustee who is a Class A Member of the Association and who becomes more than sixty (60) days delinquent in payment of any assessments or carrying charges due the Association may be tet~dnated by resolution of the remaining Trustees, and the remaining Trustees shall appoint his successor as provided in this Article. Section 6. Compensation. No compensation shall be paid to Trustees for their services as Trustees. After the first annual meeting of the Members, no remuneration shall be paid to any Trustee who is also a Member for services performed by him for the Association in any other capacity unless a resolution authorizing such remuneration shall have also been adopted by the Board of Trustees before such services are undertaken. Trustees maybe reimbursed for their actual out-of-pocket expenses necessarily incurred in connection with their services as Trustees. Section 7. Organization Meeting. The first meeting of a newly elected Board of Trustees shall be held within ten (I0) days of election at such place as shall be fixed by the Trustees at the meeting at which such Trustees were elected, and no notice shall be necessary to the newly elected Trustees in order legally to constitute such meeting, provided a majority of the whole Board of Trustees shall be present at such first meeting. Section 8. Regular Meetings. Regular meetings of the Board of Trustees maybe held at such time and place as shall be detemdned, from time to time, by a majority of the Trustees, but at least two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Trustees shall be given to each Trustee, personally or by mail, telephone or telegraph, at least six (6) days prior to the day named for such meeting. Section 9. Special Meetings. Special meetings of the Board of Trustees may be called by the President on three (3) days' notice of each Trustee, given personally or by mail, telephone or tele graph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Trustees shall be called by the President or Secretary in like manner and on like notice on the written request of at least one-half (1/2) of the Trustees. Section 10. Waiver of Notice. Before, at or after any meeting of the Board of Trustees, any Trustee may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Trustee at any meeting of the Board of Trustees shall be a waiver of notice by him of the time, place and purpose thereof. If all the Trustees are present at any meeting of the Board of Trustees, no notice shall be required and any business may be transacted at such meeting. Section 11. Quorum. At all meetings of the Board of Trustees a majority of the Trustees shall constitute a quorum for the transaction of business, and the acts of the majority of the Trustees present at any meeting at which a quortun is present shall be the acts of the Board of Trustees. If at any meeting of the Board of Trustees there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Section 12. Action Without Meeting. Any action by the Board of Trustees required or peimitted to be taken at any meeting may be taken without a meeting if all of the Members of the Board of Trustees shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees. Section 13. Pdghts of Mortgagees. Any Institutional Mortgagee of any lot who desires notice of the regular and special meetings of the Board of Trustees shall notify the Secretary to that effect by Registered Mail - Return Receipt Requested. Any such notice shall contain the name and post office address of such Institutional Mortgagee and the name of the person to whom notice of the regular and special meetings of the Board of Trustees should be addressed. The Secretary of the Association shall maintain a roster of all Institutional Mortgagees from whom such notices are received, and it shall be the duty of th~ Secretary to mail or otherwise cause the delivery of a notice of each regular or special meeting of the Board of Trustees to each such Institutional Mortgagee, in the same manner, and subject to the same requirements and limitations, as are otherwise provided in this Article for notice to the Members of the Board of Trustees. Any such Institutional Mortgagee shall be entitled to designate a representative to attend any regular or special meeting of the Board of Trustees, and such representatives may participate in the discussion at any such meeting and may, upon his request made to the Chakman in advance of the meeting, address 'the Members of the Board of Trustees present at any such meeting. Such representative shall be entitled to copies of the minutes of all meetings of the Board of Trustees upon request made in writing to the Secretary. Section 14. Fidelity Bonds. Withthe exception of the initial officers and Trust. ees set forth in the Articles of Incorporation, the Board of Trustees shall require that all officers, Trustees and employees of the Association regularly handling or otherwise responsible for the funds of the Association shall furnish adequate fidelity bonds or equivalent insurance against acts of dishonesty. The premiums on such bond or insurance shall be paid by the Association. ARTICT.~. VI officers Section 1. Designation. The prindpal officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by a Board of Trustees. Prior to the lapse of all the Class B memberships as provided in these By-Laws, the officers of the Association need not be Members of the Assodation. Thereafter, except for the President, the officers of the Association need not be Members of the Association. The Board of Trustees may appoint an assistant secretary and an assistant treasurer and such 4G5 other officers as in theirjudgment may be necessa_ry. The offices of Secretary and Treasurer may be filled by the same person. Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Trustees at the organization meeting of each new Board and shall hold office at the pleasure of the Board of Trustees. Section 3. Resignation - Removal of Officers. Any officer may resign at any time upon written notice to the Board of Trustees. Upon an affirmative vote of a majority of the Members of the Board of Trustees, any officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of Trustees called for such purpose. Section 4. President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Members and of the Board of Trustees. He shall have all of the general powers and duties which are usually vested in the office of president of a corporation. Section 5. 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 shall appoint some other Member of the Board to do so on an interim basis. The Vice President shall also assist the President generally and sh_all perform such other duties as shall from time to time be delegated to him by the Board of Trustees. Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Trustees and the minutes of all meetings of the Members of the Association. The Secretary shall give notice of all annual and spedal meetings to the Members of the Association in confm~dty with the requirements of these By-LaWs. The Secretary shall have custody of the seal of the Association, if any. The Secretary shall have charge of the membership transfer books and of such other books and papers as the Board of Trustees may direct and he shall, in general, peffoun all of the duties incident to the office of Secretary. Section 7. Treasurer. The Treasurer shall have responsibility for funds and securities of the Association and shall be responsible for keeping, or causing to be kept, full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for causing the deposit of all monies and other valuable effects in the name, and to the credit of the Association, in such depositories as may from time to time be designated by the Board of Trustees. ARTICLE VII Fiscal Management 11 Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January every year, except for the first fiscal year of the Association, which shall begin on the date when the Articles of Incorporation of the Association are accepted for record by the Georgia Secretary of State. The commencement date of the fiscal year herein established shall be subject to change by the Board of Trustees should the practice of the Association subsequently dictate. Section 2. Principal Office - Change of Same. The prindpal office of the Association shall be as set forth in Article I of the By-Laws. The Board of Trustees, by appropriate resolution, shall have the authority to change the location of the prindpal office of the Association from rime to rime. Section 3.. Books and Accounts. Books and accounts of the Association shallbe kept under the direction of the Treasurer in accordance with generally accepted accounting practices consistently applied. The same shall include books with detailed accounts, in chronological order, of receipts and expenditures and other transactions of the Association and its administration and shall specify the maintenance and repair expenses of the common areas and community facilities, services required or provided with respect to the same, and any other expenses incurred by the Assodation. The amount of any assessment or portion of any assessment, required for payment of any capital expenditures or reserves of the Association, may be credited upon the books of the Assodation to the "Paid-in-Surplus" account as a capital contribution by the Members. Section 4. Auditing. At the close of each fiscal year beginning with the first year after the Class B membership has lapsed or been surrendered, the books and records of the Association shall be audited by an independent Certified Public Accountant whose report shall be prepared and certified in accordance with generally accepted auditing standards, consistently applied. Based upon such report, the Association shall furnish the Members and any Mortgagee requesting the same with an annual financial statement, including the income and disbursements of the Association, within ninety.(90) days following the end of each fiscal year. Section 5. Inspection of Books. The books and accounts of the Association, vouchers accrediting the entries made thereupon, and all other records maintained by the Association shall be available for examination by the Members and their duly authorized agents or attorneys, and to the Institutional Holder of any First Mortgage on any Unit and its and their duly authorized agents or attorneys, during no~mal business hours and for purposes reasonably related to their respective interests and after reasonable notice. Section 6. Execution of Corporate Documents. With the prior authorization of the Board of Trustees, all notes and contracts shall be executed on behalf of the Association by either the President or a Vice President, and all checks shall be executed on behalf of the 12 Association by such officers, agents or other persons as are from time to time so authorized by the Board of Trustees. Section 7. Seal. The Board of Trustees may provide a suitable corporate seal containing the name of the Association, which seal shall be in the charge of the Secretary. · If so directed by the Board of Trustees, a duplicate seal may be kept and used by the Treasurer or any assistant secretary or assistant treasurer. ARTICLE VIII Amendment Section 1. Amendments. Subject to the other limitations set forth in these By-Laws, these By-Laws maybe amended by the affirmative vote of Members representing two-thirds (2/3) of the then Members of record at any meeting of the Members duly called for such purpose in accordance with the provisions and requirements of these By-Laws. Section 2. Proposal of Amendments. Amendments to these By-Laws may be proposed by the Board of Trustees of the Association or by petition signed by at least twenty-five (25%) percent of the total vote of the Members, which petition shall be delivered to the Secretary. A description of any proposed amendment shall accompany the notice of any annual or special meeting of the Members at which such proposed amendment is to be considered and voted upon. ARTIC{.~'. IX Mortgages- Notice- Other Rights of Mortgagees - FHA - Veterans Administration Section 1. Notice to Board of Trustees. Any Owner of any Unit in the project who Mortgages such Unit shall promptly notify the Board of Trustees of the name and address of his Mortgagee and, ff requested so to do, shall file a conformed copy of such Mortgage with the Board of Trustees. The Board of Trustees shall maintain a suitable roster perta_ining to such Mortg~iges. Section 2. Consents. Any other provision of these By-Laws or of the Declaration to the contrary notwithstanding, neither the Members, the Board of Trustees nor the Association shall, by act or omission, take any of the following actions without the prior written consent and approval of the Institutional Holders of all First Mortgages of record on the Lots or Dwellings: (a) abandon, partition, subdivide, encumber, sell or transfer any of the Conunon Areas; provided, however, that the granting of rights-of-way, easements and the like for public utilities or for other purposes consistent with the use of the Common Areas by the Members of the Association shall not be considered a transfer within the meaning of this Section; or 13 (b) abandon or terminate the Declaration; or (c) modify the method of detemdning and collecting common expense assessments or other assessments as provided for in the Declaration; or (d) resolve to use the proceeds of casualty insurance for any purpose other than the repair, replacement or reconstruction of the Common Areas; or (e) modify or amend any material or substantive provision of the Declaration or these By-Laws. Section 3. Casualty Losses. In the event of damage or destruction to the Common Areas, if any, by fire or other casualty, the same shall be promptly repaired, replaced or reconstructed in substantial conformity with the original plans and specifications for the Common Areas with the proceeds of insurance available for that purpose. In the event that the proceeds of insurance are not sufficient to repair damage or destruction of the Common Areas caused by fire or other casualty or, in the event such damage or destruction is caused by any casualty not insured against, then and in either of those events, upon resolution of the Board of Trustees, the repair, replacement or reconstruction of the damage shall be accomplished promptly by the Association at its common expense. The Ass ociation shall not use the proceeds of casualty insurance received as a result of damage or destruction of the Common Areas for purposes other than the repair, replacement or reconstruction of the Common Areas without the prior written consent and approval of the Institutional Holders of all First Mortgages of record on the Lots and Dwellings. In the event of substantial damage or destruction to any parr of the Common Areas, the Board of Trustees of the Association shall give prompt written notice of such damage or destruction to the Holders of all First Mortgages of record on the Lots and Dwellings. No provision of these BY'Laws shall entitle any Member of the Association to any priority oVer the Holder of any First Mortgage on his Unit with respect to the distribution to such Member of any insurance proceeds paid or payable on account of any damage or destruction of any of the Common Areas. Section 4. Condemnation or Eminent Domain. In the event any portion of the Common Areas is made the subject matter of any condemnation or eminent domain proceeding, or is otherwise sought to be acquired by condemning authority, then the Board of Trustees of the Association shall give prompt written notice of any such proceeding or proposed acquisition to the Holders of all First Mortgages on the Lots or Dwellings. No provision of these By-Laws shall entitle any Member of the Association to any priority over the Holder of any First Mortgage on his Unit with respect to the distribution of such Member of the proceeds of any condemnation award or settlement relating to a taking of any of the Common Areas. Section 5. Veterans Administration, Federal Housing Administration and Federal National Mortgage Association. Provided that any Unit in the project is then encumbered by a Mortgage which is insured by the Veterans Administration, Federal Housing Administration, or by the Federal National Mortgage Association, and, provided further that there are then Class B memberships of the Association outstanding, neither the Members, the Board of Trustees nor the Association shall, by act or omission, take any of the following actions without the prior written consent and approval of the above-mentioned institution or institutions insuring Mortgages on any Lots or Dwellings: (a) abandon, partition, subdivide, encumber, sell or transfer any of the Common Areas; provided, however, that the granting of tights-of-way, easements and the like for public utilities or for other purposes consistent w~th the use of the Common Areas by the Members of the Association shall not be considered a transfer within the meaning of this Section; or Co) abandon or te~dnate the Declaration; or (c) modify or amend any matetial or substantive provisions of the Declaration or . these By-Laws. ARTICLE X Interpretation - Miscellaneous Section 1. Conflict. These By-Laws are subordinate and subject to all provisions of the Declaration and to the provisions of the Articles of Incorporation of the Association. All of the ten, ts hereof, except where clearly repugnant to the context, shall have the same meaning as they are defined to have in the Declaration. In the event of any conflict between these By-Laws and the Articles of Incorporation of the Association, the provisions of the Articles of Incorporation shall control. Section 2. Notices. Unless another type of notice is herein elsewhere or by law specifically provided for, any and all notices called for in these By-Laws shall be given in writing. Section 3. Severability. In the event any provision or provisions of these By-Laws shall be determined to be invalid, void or unenforceable, such determination shall not render invalid, void or unenforceable any other provision hereof which can be given effect. Section 4. Waiver. No resttiction, condition, obligation or provisions of these By-Laws shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same. Section 5. Captions. The captions contained in these By-Laws are for convenience only and are not a part of these By-Laws. 15 CERTIFICATION I, the undersigned, do hereby certify: That I am the duly elected and acting Secretary of Maple Shade Community Association, Inc., a Georgia corporation; That the foregoing By-Laws constitute the original By-Laws of said Assodation, as duljg~lopted by the Board of Trustees meeting thereof held on the '~ day of IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of sa_id Association this .~ day of ,~.~c~a Le ,200~. Its [SEAL] #98303 Maple Shade Bylaw~ in Word Perfect 16