Covenants
Return to:
Seth G. Weissman, Esq.
Weissman, Nowack, Curry & Wilco, P.C.
One Alliance Center, 4th Floor
3500 Lenox Road
Atlanta, Georgia 30326
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR
BRADLEY GIN
WEISSMAN, NOWACK, CURRY, & WILCO, P.C.
Attorneys
One Alliance Center, 4" Floor
3500 Lenox Road
Atlanta, Georgia 30326
(404) 926-4500
COPYRIGHT (c) 2006.
ALL RIGHTS RESERVED. THIS DECLARATION MAY BE USED ONLY IN CONNECTION WITH THE PROPERTY AT THE BRADLEY GIN SUBDIVISION AND THE OPERATION OF BRADLEY GIN HOMEOWNERS ASSOCIATION, INC.
TABLE OF CONTENTS
Page
I. Definitions..
II. Property Subject to this Declaration
III. Association Membership and Voting Rights 4
I. Membership .... 4 2. Voting...
IV. Association Rights and Restrictions; Variances. .4
1. Association Rights and Restrictions.
Variances..
V. Assessments.
1. Purpose of Assessment.
2. Creation of the Lien and Personal Obligation for Assessments
3. Computation of Annual Assessment
Special Assessments....
Specific Assessments...
Lien for Assessments....
Effect of Nonpayment of Assessments: Remedies of the Association. 7 Date of Commencement of Assessments.
9. Initiation Fee....
10. Statement of Account..
11. Capital Reserve Budget and Contribution
12. Budget Deficits During Declarant Control.
VI. Architectural Standards.
1. General...
2. Lot Appearance Review. . 10
Guidelines and Procedures.
Disclaimer:
No Waiver of Future Approvals
Variance.
Enforcement
Commencement of Construction
VIL. Use Restrictions and Rules
1. General..
2. Residential Use.
3. Number of Occupants ..
Restricted Access to the Community
Leasing..
Occupants Bound
Vehicles.
Animals and Pets
Signs.
10. Antennas and Satellite Dishes.
. 17 11. Firearms and Fireworks.. . 17 12. Rubbish, Trash and Garbage... . 17 13. Clotheslines, Garbage Cans, Woodpiles, Recreational and Other Equipment.
. 17 14. Fences...
15. Garage Sales... . 18 16. Air Conditioning Units..
17. Artificial Vegetation, Exterior Sculpture, and Similar Items.
18. Nuisance....
19. Unsightly or Unkempt Conditions.
20. Abandoned Personal Property...
21. Tree Removal..
22. Drainage. ....
23. Sight Distance at Intersection. ... 19 24. Energy Conservation Equipment. 19 25 Subdivision of Lots.. . 19 26. Outbuildings.. . 19 27. Swimming Pools.. 19 28 Standard Mailboxes. . 19 29. Recreational Equipment .. .20 30. Window Treatments... .20 31. Garages..
32. Lighting.
33. Use of Common Property Including Amenities.
34. Erosion Control and Contamination
35. Lake and Other Water Bodies.
..21 VII. Maintenance; Conveyance of Common Property to Association.. ...21
1. Association's Responsibility.. ... 22 2. Owner's Responsibility... ...22 3. Conveyance of Common Property by Declarant to Association. .. 22 4. Removal of Improvements on Common Property by Declarant.
IX. Insarance and Casualty Losses.....
1. Insurance on Property Maintained by the Association..
Repair and Reconstruction...
.... 24 X. Condemnation
... 24 XL. Annexation of Additional Property... ... 24
Annexation Without Approval.
Annexation With Approval....
Withdrawal of Property ..
Additional Covenants and Easements..
Amendment.
..25 XII. Mortgagee Provisions.. ... 26
1. Notices of Action..
2. No Priority.
3. Notice to Association... ... 26 4. Amendments by Board. . 26
VA/HUD Approval....
.. 26 6. Applicability of This Article. .26 7. Failure of Mortgagee to Respond
... 27 XI. Easements .. ..27
Easements for Encroachment and Overhang .. .27 Easements for Use and Enjoyment...
3. Easements for Utilities...
Easement for Entry. .....
Easement for Maintenance..
6. Easement Over Streets..
7. Public in General ..
XIV. General Provisions
Enforcement.
Additional Enforcement Rights.
Duration.
4. Amendment
Security ..
Dispute Resolution
Partition...
Gender and Grammar
Severability.
Captions.
Perpetuities.
Indemnification.
13 Construction and Sale Period. ...
14. Contracts Executed During Declarant Control
15. Financial Review
16 Sale of Lots ..
17 Agreements.
18. Implied Rights
19. Variances.
20. Disclosures
21. Preparer...
TABLE OF EXHIBITS
EXHIBITS
PROPERTY SUBMITTED..
."В* ADDITIONAL PROPERTY...
."C" BYLAWS OF BRADLEY GIN HOMBOWNERS ASSOCIATION, INC
STATE OF GEORGIA COUNTY OF WALTON
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR
BRADLEY GIN
of Covenants, Conditions and Restrictions for Bradley Gin on December 20, 2005 in Deed Book 2366, Page WHEREAS, Bradley Gin Road, LLC, a Georgia limited liability company recorded a Declaration 473, et seq., Walton County, Georgia records (hercinafter referred to as the "Original Declaration"), and County, Georgia as revised by that certain plat of survey filed in Plat Book 98, Pages 83-85, aforesaid WHEREAS, plats of survey related to the property were filed in Plat Book 97, Pages 97-99, Walton records; and
Declaration may be amended by an agreement signed by at least seventy-five (75%) percent of the Owners; WHEREAS, Article IX, Section 9.02(b) of the Original Declaration provides that the Original provided, however, such amendment must also be signed by the Declarant if the Declarant owns any real property subject to the Declaration; and
Original Declaration and have approved this amendment as evidenced by their signatures attached hereto WHEREAS, at least seventy-five (75%) of the Owners and the Declarant desire to amend the and incorporated herein by this reference;
privilege held by any first mortgage holder on any Lot; provided, however, if a court of competent WHEREAS, this amendment does not alter, modify, change or rescind any right, title, interest or jurisdiction determines that this amendment does so without such first mortgage holder's consent, then this amendment shall not be binding on the first mortgage holder so involved, unless it consents hereto; and if such consent is not forthcoming, then the provisions of the Original Declaration prior to this amendment shall control with respect to the affected first mortgage holder;
NOW, THEREFORE, the Original Declaration is hereby stricken in its entirety and the following is simultaneously substituted therefor:
Article I.
Definitions
The following words, when used in this Declaration (unless the context shall prohibit), shall have the following meanings:
(a) "Additional Property" shall mean that property described on Exhibit "B" attached hereto and incorporated herein which may be submitted to the Community as provided in this Declaration.
(b) "Approved Builder" shall mean any builder or developer that is designated by Declarant as an "Approved Builder". An Approved Builder shall continue to be an Approved Builder for so long as it owns at least one (1) Lot for the purpose of construction of a residence and resale of the Lot and residence.
(c) "Area of Common Responsibility" shall mean and refer to the Common Property, together with other areas, if any, which by the terms of this Declaration or by contract or agreement with any other Person or entity become the responsibility of the Association.
(d) "Articles or "Articles of Incorporation" shall mean the Articles of Incorporation of Bradley Gin Homeowners Association, Inc., which has been filed with the Secretary of State of the State of Georgia.
(e) "Association" shall mean Bradley Gin Homeowners Association, Inc., a Georgia nonprofit corporation, its successors or assigns.
"Board of Directors' or "Board" shall mean the appointed or elected body of the Association, as applicable, having its normal meaning under Georgia corporate law.
(g) "Bylaws" shall refer to the Bylaws of Bradley Gin Homeowners Association, Inc., attached to this Declaration as Exhibit "C" and made a part of this Declaration.
(h) "Common Expenses" shall mean the expenses anticipated or actually incurred by the Association in maintaining, repairing, replacing, and operating the Common Property and otherwise for the benefit of all Lots.
(i) "Common Property' shall mean any and all real and personal property and easements and other interests, together with the facilities and improvements located in the Community, now or in the future owned by the Association.
(i) "Community" shall mean and refer to that certain real property and any easements, conditions and other real property interests therein described in Exhibit "A", attached hereto, and such additions thereto as may be made by Declarant and/or the Association in accordance with the procedures outlined in Article XI of this Declaration.
(k) "Community Instruments" shall mean this Declaration and all exhibits hereto, including the Bylaws, Articles of Incorporation, the plats and plans, and any design standards and rules and regulations of the Association, all as may be supplemented or amended from time to time.
(1) "Community-Wide Standard" shall mean the standard of conduct, maintenance, or other activity generally prevailing in the Community. Such standard may be more specifically determined by the This determination, however, must be consistent with the Board of Directors of the Association.
Community-Wide Standard originally established by the Declarant.
"Declarant" shall mean and refer to Bradley Gin Road, LLC, a Georgia limited liability company, and such of its successors-in-title who shall (i) acquire, from a predecessor "Declarant," and for Exhibit "B" hereto, and (ii) be designated as the "Declarant" in the deed of transfer by which such the purpose of development or sale, all or any portion of the real property described in Exhibit "A" and/or successors-in-title shall so acquire its interest in such real property, or by written assignment of Declarant rights in an instrument recorded in the Walton County, Georgia records.
in all events, there shall only be one "Declarant" at any one time; in no event shall more than one (1) Person have the right to exercise the power and authority of the Declarant at any one time.
(n) "Declarant Control Period" shall mean the period of time during which the Declarant is entitled to appoint and remove the members of the Board of Directors as provided in Article III, Part A, Section 2 of the Bylaws.
(0) "Design. Guidelines" shall mean the design guidelines and application and review procedures as more specifically addressed in Article VI, Section 3 hereof.
"Domestic Partner" shall mean any adult who cohabitates with an Owner and who has been designated as the Owner's Domestic Partner in a written statement, signed by the Owner and filed with the Association's Secretary. A Person shall no longer be a Domestic Partner upon the Secretary's receipt of a written termination notice, signed by either the Owner or the Domestic Partner.
(q) "Electronic Document' shall mean information created, transmitted, received or stored by electronic means and retrievable in human perceivable form including, without limitation, e-mail, web pages, electronic documents, and facsimile transmissions.
"Electronic Signature" shall mean a signature created, transmitted, received or stored by electronic means and includes, but is not limited to, a Secure Electronic Signature.
(S) "Eligible Mortgage Holder" shall mean those holders of first Mortgages secured by Lots in the Community who have requested notice of certain items as set forth in this Declaration.
(t) "Lot" shall mean any plot of land in the Community, whether or not improvements are single-family residence site as shown on the Survey. The term shall include, by way of illustration, but constructed thereon, which constitutes or will constitute, after the construction of improvements, a not limitation, an attached or detached residence for a single-family as may be developed, used, and defined as herein provided or as provided in Supplementary Declarations covering all or any part of the Community.
(u) "Majority' shall mean those eligible votes by Owners, or other group as the context may indicate, totaling more than fifty percent (50%) of the total eligible number.
(V) "Modifications Committee" or "MC" shall mean the committee established to advise the NCC and/or review and approve all modifications, additions or alterations made on or to existing structures on Lots as more specifically set forth in Article VI hereof.
"Mortgage' shall mean any mortgage, deed to secure debt, and any and all other similar instruments used for the purpose of conveying or encumbering real property as security for the payment
imanage_481559_4.DOC (12367,005)(Bradley Gin Subdivision) -2-
or satisfaction of an obligation.
(x) "Mortgagee" shall mean the holder of a Mortgage.
"New Construction Committee" or "NCC" shall mean the Committee established to review and approve all original construction on any portion of the Community as more specifically set forth in Article VI hereof.
(z) "Occupant" shall mean any Person occupying all or any portion of a Lot in the Community for any period of time, regardless of whether such Person is a tenant or the Owner of such Property.
(aa) "Official Records" shall mean the official land records of the Clerk of the Superior Court of Walton County, Georgia.
(bb) "Owner" shall mean and refer to the record owner, whether one (1) or more Persons, of the fee simple title to any Lot located within the Community, excluding, however, any Person holding such interest merely as security for the performance or satisfaction of any obligation.
"Person" shall mean any natural person, as well as a corporation, joint venture, partnership (general or limited), association, trust, or other legal entity.
(dd) "Secure Electronic Signature" shall mean an electronic or digital method executed or adopted by a Person with the intent to be bound by or to authenticate a record, which is unique to the Person using it, is capable of verification, is under the sole control of the Person using it, and is linked to data in such a manner that if the data is changed, the clectronic signature is invalidated.
(ee) "Supplementary Declaration" shall mean an amendment or supplement to this Declaration, which subjects Additional Property to this Declaration or imposes additional restrictions and obligations on the Community, or a portion thereof.
(ff) "Survey" shall mean the recorded plats of survey for Bradley Gin Subdivision, as amended, that are recorded in the Walton County, Georgia records,
(8g) "Total Association Vote" shall mean all of the votes attributable to members of the Association (including votes of Declarant), and the consent of Declarant so long as Declarant owns any property for development and/or sale in the Community.
Article II.
Property Subject To This Declaration
The real property which is, by the recording of this Declaration, subject to the covenants and restrictions set forth in this Declaration is the real property described in Exhibit "A", attached and made a part of this Declaration. By one (1) or more Supplementary Declarations, Declarant and the Association have the right, but not the obligation, to subject the Additional Property described in Exhibit "B" to this Declaration, as provided in Article XI.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -3-
Article III.
Association Membership and Voting Rights
Membership. Every Person who is the record owner of a fee interest in any Lot, is subject to this Declaration shall automatically be a member in the Association. Membership shall not include Persons who hold a security interest only and the giving of a security interest shall not terminate the Owner's membership. No Owner, whether one or more Persons, shall have more than one (1) membership per Lot. In the event of multiple Owners of a Lot, votes and rights of use and enjoyment shall be as provided in this Declaration and in the Bylaws. Membership shall go along with and may not be separated from ownership of any Lot. The rights and privileges of membership, including the right to vote and to hold office, may be exercised by a member or the member's spouse, but in no event shall more than one (1) vote be cast nor more than one (1) office held for each Lot owned.
Voting. Members shall be entitled to one (1) equal vote for each Lot owned. When more than one (1) Person holds an ownership interest in any Lot, the vote for such Lot shall be cast as those Owners decide and instruct the Secretary prior to any meeting. If the Secretary is not instructed, the Lot's vote shall be suspended in the event more than one (1) Owner of a Lot attempts to cast it.
Article IV.
Association Rights and Restrictions: Variances
Section 1. Association Rights and Restrictions. The Association, acting through its Board of Directors, shall have the right and authority, in addition to and not in limitation of all other rights it may have, to:
(a) make and to enforce reasonable rules and regulations governing the use of the Community, including the Lots and the Common Property;
enforce use restrictions, other Declaration and Bylaws provisions, and rules and regulations by imposing reasonable monetary fines, exercising self-help powers, and suspending use and voting privileges and services paid for as a Common Expense, as provided herein. These powers, however, shall not limit any other legal means of enforcing the use restrictions or Association rules and regulations by either the Association or, in an appropriate case, by an aggrieved Owner;
grant and accept permits, leases, licenses, utility easements, and other easements necessary for the proper maintenance or operation of the Community under, through, or over the Common Property, as may be reasonably necessary to or desirable for the ongoing development and operation of the Community;
(a) control, manage, operate and, in the Board's discretion, maintain, replace, alter or improve all portions of the Community for which the Association is assigned maintenance responsibility under this Declaration;
(e) to represent and act on behalf of the Owners in the event of damage or destruction as a result of casualty loss, condemnation or eminent domain, in accordance with the provisions of this Declaration;
(f) represent the Owners in dealing with governmental entities on matters related to the Common Property;
imanage_481559_4.DOC (12.367.005)(Bradley Gin Subdivision) -4-
permanently or temporarily close any portion of the Common Property (excluding: (i) any portion of the Common Property the use of which is reasonably necessary for access to or from a Lot or (ii) any portion of the Common Property over, on, upon or which the Declarant has an easement) with thirty (30) days prior notice to all Owners, except that, in emergency situations requiring a temporary closing, prior notice shall not be required so long as notice is given within three (3) days after the closing explaining the reason for the closing. Notwithstanding the above, the Owners may re-open the closed Common Property by a majority of the Total Association Vote, cast at a duly called special or annual
enter into Lots for maintenance, emergency, security, or safety purposes, or otherwise to discharge its powers or responsibilities hereunder, which right may be exercised by the Association's Board of Directors, officers, agents, cmployees, managers, and all police officers, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall be only during reasonable hours and after reasonable notice to the Owner or Occupant of the Lot. For purposes of this Paragraph, an emergency justifying immediate entry into a Lot shall include, but not be limited to the following situations: a water or other utility leak, fire, strong foul odor, obvious insect infestation or sounds indicating that a person or animal might be injured or sick and require immediate medical attention. No one exercising the rights granted in this subparagraph shall be liable for trespass, damages, or in any other manner by virtue of exercising such rights. The failure to exercise the rights herein or to exercise said rights in a timely manner shall not create liability to any of the above-referenced parties, it being agreed that no duty to enter a Lot shall exist; and
acquire, lease, hold, and dispose of tangible and intangible personal property and real property.
Section 2. Variances. Notwithstanding anything to the contrary contained in this Declaration, the Board of Directors or its designee shall be authorized to grant individual variances from any of the provisions of this Declaration, the Bylaws and any rule, regulation or use restriction promulgated pursuant thereto if it determines that waiver of application or enforcement of the provision in a particular case would not be inconsistent with the overall scheme of development for the Community.
Article V.
Assessments
Section 1 Purpose of Assessment. The assessments provided for herein shall be used for the general purposes of promoting the common benefit and enjoyment of the Owners and Occupants of Lots, including the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors.
Creation of the Lien and Personal Obligation for Assessments. Each Owner of any Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, covenants and
(a) annual assessments or charges; (b) special assessments, such assessments to be established and collected as hercinafter provided; and (c) specific assessments against any particular Lot which are established pursuant to the terms of this Declaration, including, but not limited to, reasonable fines as may be imposed in accordance with the terms of this Declaration. All such assessments, together with late charges, interest not to exceed the maximum rate permitted by law per annum on the principal amount due, and costs, and reasonable attorney's fees actually incurred, shall be a charge on the land and a continuing lien upon the Lot against which each assessment is made. Each such assessment, together with late charges, interest, costs, including, without limitation, reasonable attorney's fees actually incurred, shall also be the personal obligation of every Person who is an Owner of the Lot at the time the
imanage_48 1559_4.DOC (12367.005) (Bradley Gin Subdivision) -5-
assessment fell due. Each Owner shall be personally liable for his or her portion of each assessment coming due while he or she is the Owner of a Lot, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance; provided, however, the liability of a grantee for the unpaid assessments of a grantor shall not apply to any first Mortgagee taking title through foreclosure proceedings or by deed in lieu of foreclosure.
The Association shall, within five (5) days after receiving a written request therefor and for a reasonable charge, furnish a certificate signed by an officer or agent of the Association setting forth whether the assessments on a specified Lot have been paid. A properly executed certificate of the Association certifying the status of assessments on a Lot shall be binding upon the Association as of the date of issuance.
Annual assessments shall be levied at a uniform rate per Lot and shall be paid in such manner and on such dates as are fixed by the Board of Directors, which may include, without limitation, acceleration, upon ten (10) days written notice, of the annual assessment for delinquents. Unless otherwise provided by the Board, assessments shall be paid in annual installments.
Section 3 Computation of Annual Assessment. It shall be the duty of the Board to prepare a budget covering the estimated costs of operating the Community during the coming year, which may include, if necessary, a capital contribution or reserve in accordance with a capital budget separately prepared.
The common assessment to be levied against each Lot for the coming year shall be set at a level which is reasonably expected to produce total revenue to the Association equal to the total budgeted common expenses, including reserves. In determining the level of assessments, the Board, in its discretion, may consider other sources of funds available to the Association. In addition, the Board shall take into account the number of Lots subject to assessment on the first day of the fiscal year for which the budget is prepared and the number of Lots reasonably anticipated to become subject to assessment during the fiscal year. The Board shall cause the proposed budget and assessments to be levied against each Lot for the following year to be delivered to the members at least thirty (30) days prior to the proposed effective date thereof. The budget and assessment shall become effective unless disapproved at a meeting by a majority of the Total Association Vote. Notwithstanding the foregoing, however, in the event the membership disapproves the proposed budget or the or the Board of Directors fails for any reason so to determine the budget for the succeeding year, then and until such time as a budget shall have been determined, as provided herein, the budget in effect for the then current year shall continue for the succeeding year.
Section 4 Special Assessments. In addition to the other assessments authorized herein, the Board may, at any time, levy a special assessment against all Owners to cover unbudgeted expenses or expenses in excess of those budgeted, notice of which shall be sent to all Owners. Any special assessment which would cause the total of special assessments levied in one (1) fiscal year to exceed Three Hundred Dollars ($300.00) per Lot, shall be presented to the membership for a vote by ballot or at a meeting and deemed approved unless disapproved by a Majority of the Total Association Vote. Notwithstanding the foregoing, until one hundred percent (100%) of the Community has been developed and conveyed to Owners in the normal course of development and sale, any such special assessments must be approved by Declarant.
Section 5. Specific Assessments. The Board of Directors shall have the power to specifically assess specific Lots pursuant to this Section, in its discretion, as it shall deem appropriate. Failure of the Board to exercise its authority under this Section shall not be grounds for any action against the Association or the Board of Directors and shall not constitute a waiver of the Board's right to exercise its authority under
imanage_481559_4.DOC (12367.005) (Bradley Gin Subdivision) -6-
this Section in the future with respect to any expenses, including an expense for which the Board has not previously exercised its aathority under this Section. Fines levied pursuant to Article XTV, Section 1, costs and expenses of self-help pursuant to Article XIV, Section 2, and the costs of maintenance performed by the Association which the Owner is responsible for under Article VIII shall be specific assessments. The Board may also specifically assess Lots for the following Association expenses, except for expenses incurred for maintenance and repair of items that are the maintenance responsibility of the Association:
(a) expenses of the Association which benefit less than all of the Lots in the Community may be specifically assessed equitably among all of the Lots which are benefited according to the benefit received.
(b) expenses of the Association which benefit all Lots, but which do not provide an equal benefit to all Lots, may be assessed equitably among all Lots according to the benefit received.
Section 6. Lien for Assessments. All assessments levied against any Lot, together with late charges, interest, costs, and reasonable attorney's fees actually incurred, shall be secured by a lien on the Lot in favor of the Association from the time the sums become due and payable. The Association shall have the right, but not the obligation to evidence the existence of the lien by filing a notice of lien in the Walton County, Georgia, records. The lien shall be superior to all other liens and encumbrances on the Lot, except for (a) liens for ad valorem taxes; or (b) liens for all sums unpaid on a first Mortgage or on any Mortgage to Declarant duly recorded in the Walton County, Georgia, records and all amounts advanced under the terms
All Persons acquiring liens or encumbrances on any Lot after this Declaration has been recorded, other than as provided above, shall be deemed to consent that their liens or encumbrances shall be inferior to future liens for assessments, whether or not prior consent is specifically set forth in the instruments creating their liens or encumbrances.
Section 7. Effect of Nonpayment of Assessments: _Remedies of the Association. Any assessments or installments of assessment which are not paid when due shall be delinquent. Any assessment or installment delinquent for a period of more than ten (10) days shall incur a late charge in an amount as the Board may from time to time determine, which shall not exceed fifteen percent (15%) of the assessment payment. The Association shall cause a notice of delinquency to be given to any Owner who has not paid within ten (10) days following the due date. If the assessment is not paid when due, a lien shall attach and, in addition, the lien shall include the late charge, interest at a rate not to exceed the highest rate allowed under Georgia law, and all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees actually incurred, and any other amounts provided or permitted by law. The existence of the lien may, but is not required to be, evidenced by the filing of a notice of lien in the Walton County, Georgia, records. In the event that the assessment remains unpaid after sixty (60) days, the Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien. Each Owner; by acceptance of a deed or as a party to any other type of a conveyance, vests in the Association or its agents the right and power to bring all actions against him or her, personally, for the collection of such charges as a debt or to foreclose the lien. The lien provided for in this Article shall be in favor of the Association and shall be for the benefit of all other Owners. The Association, acting on behalf of the Owners, shall have the power to bid on the Lot at any foreclosure sale or to acquire, hold, lease, mortgage, or convey the Lot.
No Owner may waive or otherwise exempt himself or herself from liability for assessments, by abandoning the Lot or in any other manner. The obligation to pay assessments is a separate and independent covenant on the part of each Owner and no reduction of any assessment shall be claimed or
imanage_481559_4.DOC (12367.005) (Bradley Gin Subdivision) ~ 7-
allowed by reason of (a) any alleged failure of the Association to take some action or perform some function required to be taken or performed by the Association under this Declaration or the Bylaws, (b) for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or (c) from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority.
All payments shall be applied first to costs, then to late charges, then to interest, attorney's fees, and then to delinquent assessments.
Date of Commencement of Assessments. Assessments shall commence as to a Lot on the first day of the month following the conveyance of the Lot to a Person other than (a) the Declarant, or (b) an Approved Builder. Neither the Declarant nor an Approved Builder or developer who purchases a Lot for the purpose of construction of a residence and resale of the Lot and residence shall be responsible for the payment of any type of assessment; provided, however, assessments shall commence on Lot containing occupied residences that are owned by Declarant or an Approved Builder on the first day of the month following the occupancy of the residence located on the Lot. Assessments shall be due and payable in a manner and on the schedule that the Board of Directors provides. The first annual common assessment shall be adjusted according to the number of months then remaining in that fiscal year.
Section 9. Initiation Fee. The purchaser of each Lot at the closing of the sale or resale of a Lot shall pay to the Association an initiation fee in an amount of Three Hundred Dollars ($300.00). The initiation fee shall not be deemed an advance payment of regular or special assessments. The Board shall have discretion to increase the initiation fee by resolution of the Board; provided, however, the initiation fee shall not be changed by the Board without Declarant's consent so long as Declarant owns any property in the Community. Notwithstanding anything to the contrary herein, no initiation fee shall be due from any Person who takes title through foreclosure (or deed in lieu of foreclosure) upon the lien of any first priority Mortgage covering the Lot and the lien of any secondary purchase money Mortgage covering the Lot. The initiation fee shall be an assessment, which is the personal obligation of the Owner, and shall constitute a lien, which may be collected as provided in this Article.
Section 10. Statement of Account. Any Owner, Mortgagee, or a Person having executed a contract for the purchase of a Lot, or a lender considering a loan to be secured by a Lot, shall be entitled, upon written request, to a statement from the Association setting forth the amount of assessments due and unpaid, including any late charges, interest, fines, or other charges against a Lot. The Association shall respond in writing within five (5) business days of receipt of the request for a statement; provided, however, the Association may require the payment of a reasonable fee as a prerequisite to the issuance of such a statement. Such written statement shall be binding on the Association as to the amount of assessments due
Capital Reserve Budget and Contribution. After the expiration of the Declarant Control Period, the Board of Directors shall annually prepare a capital reserve budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board shall set the required capital reserve contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital reserve budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The annual capital reserve contribution required, if any, shall be fixed by the Board and included within the budget and assessment as provided in Section 3 of this Article. A copy of the capital reserve budget shall be distributed to each member in the same manner as the operating budget.
imanage_481559.4.DOC (12367.005)(Bradley Gin Subdivision) - 8-
Notwithstanding any other provisions of this Declaration, during the Declarant Control Period, neither Declarant nor the directors and officers of the Association shall be required to prepare a capital reserve budget, set any other capital reserve contribution, or otherwise collect amounts for capital reserves.
Budget Deficits During Declarant Control, During the Declarant Control Period, Declarant may, but shall have no obligation to, (a) advance funds to the Association in the form of a loan or gift sufficient to satisfy the deficit, if any, between the actual operating expenses of the Association (but specifically not including an allocation for capital reserves) and the sum of the annual, special and specific assessments collected by the Association in any fiscal year, and such advances, if in the form of a loan, shall be evidenced by a promissory note or notes from the Association in favor of the Declarant and shall not be deemed a conflict of interest by the directors and officers appointed by Declarant, or (b) cause the Association to borrow such amount from a commercial lending institution at the then prevailing rates for such a loan in the local area of the Community. The Declarant in its sole discretion may guarantee repayment of such loan, if required by the lending institution, but no Mortgage secured by the Common Property or any of the improvements maintained by the Association shall be given in connection with such
Article VI.
Architectural Standards
Section 1. General. No structure, including but not limited to, a residence, exterior animal containment facility, outbuilding (including but not limited to structures of temporary character, trailer, tent, shack, barn), guest cottage, detached garage, carport, playhouse or play equipment, fence, wall or swimming pool shall be placed, erected, installed, or maintained upon any Lot, and no construction or modification (which shall include staking, clearing, excavation, grading and other site work, exterior alteration or modification of existing improvements, and planting or removal of plants, trees, or shrubs other than as may be permitted in Article VII, Section 21 and excluding the replacement of annual or perennial flowers in preapproved planting beds) shall take place except in strict compliance with this Article and until complete final plans and specifications for the proposed construction and/or modification showing the nature, kind, shape, height, materials, basic exterior finishes and colors, location and floor plan have been submitted to and approved by the appropriate committee pursuant to Section 2 below. For the purposes of this Section, a change in the paint color of a residence or other exterior redecorating shall be considered an exterior alteration. Notwithstanding the foregoing, nothing contained herein shall be construed to limit the right of an Owner to remodel the interior of a residence located on a Lot, or to paint the interior of his residence any color desired; provided, however, modifications or alterations to the interior of screened porches, patios, and any other portion of a residence visible from outside the Lot shall be subject to approval. Notwithstanding any provision to the contrary contained herein, one (1) flag holder or bracket may be installed on the exterior of the dwelling on a Lot without prior approval of the NCC or MC for the sole display of one (1) American flag, which does not exceed twelve (12) feet in area.
All residences constructed on any portion of the Community shall be built in accordance with the plans and specifications submitted by an Owner, and which plans and specifications have been approved by the Board.
This Article shall not apply to the activities of the Declarant, nor to construction or improvements or modifications to the Area of Common Responsibility by or on behalf of the Association, and shall not be amended without the Declarant's written consent so long as the Declarant owns any land subject to this Declaration or subject to annexation to this Declaration.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) - 9-
Lot Appearance Review. Responsibility for administration of the Design Guidelines, as defined in Section 3 below, and review of all applications for construction and modifications under this Article shall be handled by two (2) committees, as described in subsections (a) and (b) of this Section 2. The members of the committees need not be members of the Association or representatives of members, and may, but need not, include architects, engineers or similar professionals, whose compensation, if any, shall
The Board of Directors may establish reasonable fees to be charged by the committees on behalf of the Association for review of applications hereunder and may require such fees to be paid in full prior to review of any application.
(a) New Construction Committee, The New Construction Committee ("NCC) shall consist of at least three (3), but not more than five (5), persons, and shall have exclusive jurisdiction over all original construction on any portion of the Community. Members of the NCC may include architects or similar professionals who are not members of the Association. Until one hundred percent (100%) of the Community has been developed and conveyed to Owners in the normal course of development and sale, the Declarant retains the right to appoint all members of the NCC who shall serve at the discretion of the Declarant. There shall be no surrender of this right prior to that time except in a written instrument in recordable form executed by Declarant. Upon the expiration of such right, the Board of Directors shall appoint the members of the NCC, who shall serve and may be removed at the discretion of the Board of
Modifications Committee. The Modifications Committee ("MC) shall consist of at least three (3), but not more than five (5), persons, all of who shall be appointed by, and shall serve at the discretion of, the Board of Directors. Members of the MC may include architects or similar professionals who are not members of the Association. Until one hundred percent (100%) of the Community has been developed and conveyed to Owners in the normal course of development and sale, the MC will act in an advisory capacity to the NCC with the NCC approving all Community modifications. Thereafter, the MC shall have exclusive jurisdiction over modifications, additions or alterations made on or to existing structures on Lots. Notwithstanding the above, the NCC shall have the right to veto any action taken by the MC that the NCC determines, in its sole discretion, to be inconsistent with the guidelines promulgated by
(c) Declarant Control. Until such time as one hundred percent (100%) of the Lots of the Community have been sold, Declarant shall retain full control of the NCC and MC.
Guidelines and Procedures. The Declarant shall prepare the initial design and construction guidelines and application and review procedures (the "Design Guidelines"). The Design Guidelines may contain general provisions applicable to all of the Community, as well as specific provisions which vary from one portion of the Community to another depending upon the location, unique characteristics, and intended use. The Design Guidelines may require that certain portions of certain Lots, where the configuration of such Lot makes it visible from the Common Property or another Lot, contain additional landscaping in any area of such Lot or impose additional requirements on such Lot in order to maintain the aesthetic appearance of the Community, or provide that certain types of improvements are not permissible on Lots where they cannot be effectively screened.
The NCC, acting on behalf of the Board of Directors, shall adopt such Design Guidelines at its initial organizational meeting and, thereafter shall have sole and full authority to amend them from time to
The NCC shall make the Design Guidelines available to Owners and Approved Builders, and all such Persons shall conduct their activities in strict accordance with such Design Guidelines. In the
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -10-
discretion of the Declarant, such Design Guidelines may be recorded in the Walton County, Georgia records, in which event the recorded version, as it may unilaterally be amended from time to time by the NCC by recordation of amendments thereto, shall control in the event of any dispute as to which version of the Design Guidelines was in effect at any particular time.
Any amendments to the Design Guidelines adopted from time to time by the NCC in accordance with this Section shall apply to construction and modifications commenced after the date of such amendment only, and shall not apply to require modifications to or removal of structures previously approved by the NCC or MC once the approved construction or modification has commenced.
The MC may promulgate detailed application and review procedures and design standards governing its area of responsibility and practice. Auy such standards shall be consistent with those set forth in the Design Guidelines. Plans and specifications showing the nature, kind, shape, color, size, materials, and location of such modifications, additions, or alterations, shall be submitted to the MC for approval as to quality of workmanship and design and as to harmony of external design with existing structures, and as to location in relation to surrounding structures, topography, and finishing grade elevation. The MC shall have the authority to approve or disapprove applications for similar or even identical modifications based upon, among other things, the visibility of the proposed modification from other Lots, and the streets, walkways and/or recreational areas located on the Community.
In the event that the NCC or MC fails to approve or to disapprove any application within fifty (50) days after submission of all information and materials reasonably requested, the application shall be deemed approved. However, no approval, whether expressly granted or deemed granted pursuant to the foregoing, shall be inconsistent with the Design Guidelines unless a variance has been granted in writing by the NCC pursuant to Section 6 below.
Disclaimer
Section 4. DISCLAIMER. NEITHER THE DECLARANT, THE BOARD OF DIRECTORS NOR THE NCC OR MC SHALL BEAR ANY RESPONSIBILITY FOR ENSURING THE STRUCTURAL INTEGRITY OR SOUNDNESS OF APPROVED CONSTRUCTION OR MODIFICATIONS, OR FOR ENSURING COMPLIANCE WITH BUILDING CODES AND OTHER GOVERNMENTAL REQUIREMENTS. NEITHER THE DECLARANT, THE ASSOCIATION, THE BOARD OF DIRECTORS, THE NCC OR MC OR MEMBER OF ANY OF THE FOREGOING SHALL BE HELD LIABLE FOR ANY INJURY, DAMAGES OR LOSS ARISING OUT OF THE MANNER OR QUALITY OF APPROVED CONSTRUCTION ON OR MODIFICATIONS TO ANY LOT.
Section 5. No. Waiver of Future Approvals. The approval of either the NCC or MC of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of such Committee, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters subsequently or additionally submitted for approval or consent.
Variance. The NCC may authorize variances from compliance with any of its guidelines and procedures when circumstances such as topography, natural obstructions, hardship, or aesthetic or environmental considerations require, but only in accordance with duly adopted rules and regulations. Such variances may only be granted, however, when unique circumstances dictate and no variance shall: (a) be effective unless in writing; (b) be contrary to the restrictions set forth in this Declaration; or (c) estop the NCC from denying a variance in other circumstances. For purposes of this
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -11-
terms of any financing shall not be considered a hardship warranting a variance. Section, the inability to obtain approval of any governmental agency, the issuance of any permit, or the
Enforcement. Any construction, alteration, or other work done in violation of this Article shall be deemed to be nonconforming. Upon written request from the Board or the Declarant, Owners shall, at their own cost and expense, remove such construction, alteration, or other work and shall restore the land to substantially the same condition as existed prior to the construction, alteration, or other work. Should an Owner fail to remove and restore as required hereunder, the Board or its designees shall have the right to enter the property, remove the violation, and restore the property to substantially the same condition as existed prior to the construction, alteration or other work. All costs, together with the interest at the maximum rate then allowed by law, may be assessed against the benefited Lot and collected as a
Any contractor, subcontractor, agent, employee, or other invitee of an Owner who fails to comply with the terms and provisions of this Article and the Design Guidelines may be excluded by the Board from the Community, subject to the notice and hearing procedures contained in the Bylaws. In such event, neither the Association, its officers, nor directors shall be held liable to any Person for exercising the rights
In addition to the foregoing, the Board of Directors shall have the authority and standing, on behalf Article and the decisions of the NCC and MC. of the Association, to pursue all legal and equitable remedies available to enforce the provisions of this approved by the NCC or MC, as applicable, must be commenced within one (1) year from the date of Commencement of Construction. All changes, modifications and improvements approval. If not commenced within one (1) year from the date of such approval, then such approval shall be deemed revoked by the NCC or MC, as applicable, unless the NCC or MC, as applicable, gives a written extension for commencing the work. Except for the new construction of a residence and related improvements on a Lot which shall be completed in its entirety using best reasonable efforts within a time period established by the NCC or MC, as applicable, all work approved by the NCC or MC, as applicable, shall be completed in its entirety within ninety (90) days from the date of commencement, unless otherwise agreed in writing by the NCC or MC, as applicable. All approved changes, modifications, and improvements must be completed in their entirety. An Owner may not construct only a portion or part of an approved change, modification, or improvement. Notwithstanding anything to the contrary stated herein or the Design Guidelines, no changes, modifications, and improvements approved by the MC shall be commenced until the Owner conspicuously posts an approval permit and such permit shall remain conspicuously until all construction activities are completed. Said approval permit shall serve only to provide notice to the Community that the change, modification, and/or improvement being made to a Lot has been approved by the MC, and shall be in addition to, and not in lieu of, all necessary permits or approvals required by Walton County or other governmental authorities.
Article VII.
Use Restrictions and Rules
General. This Article, beginning at Section 2, sets out certain use restrictions that must be complied with by all Owners and Occupants of Lots. These use restrictions may only be amended in the manner provided in Article XIV, Section 4, regarding amendment of this Declaration. In addition, the Board may, from time to time, without consent of the Owners, adopt, modify, or delete rules and regulations applicable to the Community. These rules shall be distributed to all Owners prior to the date that they are to become effective and after distribution shall be binding upon all Owners and Occupants of Lots until and
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) - 12-
unless overruled, canceled, or modified in a regular or special meeting by a Majority of the Total Association Vote and the consent of Declarant (so long as the Declarant has an option unilaterally to subject Additional Property to this Declaration as provided in Article XI). Notwithstanding the above, so long as Declarant owns any Lots or has the right to subject Additional Property to this Declaration as provided in Article XI, no rules and regulations which affect the Declarant, may be adopted, modified, or deleted without the written consent of the affected Declarant or Approved Builder.
Section 2. Residential Use. Except as otherwise expressly permitted in this Declaration, each Lot shall be used for residential purposes only, and no trade or business of any kind may be conducted in or from a Lot or any part of the Community, including business uses ancillary to a primary residential use, except that the Owner or Occupant residing in a Lot may conduct such ancillary. business activities within the residence so long as (a) the existence or operation of the business activity is not apparent or detectable by sight, sound, or smell from the exterior of the residence; (b) the business activity does not involve Persons coming onto the Community who do not reside in the Community or door-to-door solicitation of residents of the Community (other than deliveries by couriers, express mail carriers, parcel delivery services and other such similar delivery services); (c) the business activity conforms to all zoning requirements for the Community; (d) the business activity does not increase the insurance premium paid by the Association or otherwise negatively affect the ability of the Association to obtain insurance coverage; (e) the business activity is consistent with the residential character of the Community and does not constitute a nuisance or a hazardous or offensive use, or threaten the security or safety of other residents of the Community, as may be determined in the sole discretion of the Board of Directors; and (f) the business activity does not result in a materially greater use of the Common Property facilities or Association services.
The terms "business" and "trade," as used in this provision, shall be construed to have their ordinary, gencrally accepted meanings, and shall include, without limitation, any occupation, work, or activity undertaken on an ongoing basis which involves the provision of goods or services to persons other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (i) the activity is engaged in full or part-time; (ii) the activity is intended to or docs generate a profit; or (iii) a license is required for the activity. Notwithstanding the above, the use of a Lot by an on-site management company operating on behalf of the Association shall not be considered a trade or business within the meaning of this Section.
Number of Occupants. 'The maximum number of occupants in a dwelling within the Community shall be limited to two (2) people per bedroom (as such bedrooms are depicted on the original Floor Plans). "Occupancy," for purposes hereof, shall be defined as staying overnight in a dwelling within the Community for a total of more than thirty (30) days, either consecutive or non-consecutive, in any calendar year. This occupancy restriction shall not apply to require the removal of any person lawfully occupying a dwelling on a Lot on the Effective Date hereof. Upon written application, the Board shall grant variances to this restriction to comply with provisions of the Fair Housing Acts or any amendments thereto.
If an Owner of a Lot is a corporation, partnership, trust, or other legal entity not being a natural person, the entity shall give prior notice to the Board of any guests of the entity who will be utilizing the entity's dwelling by designating in writing to the Board the name(s) of the person(s) who will utilize the dwelling. The designated person(s) to occupy the dwelling may not be charged more frequently than once every six (6) months.
Section 4. Restricted Access to the Community. All Owners understand and acknowledge that access to the Community shall be restricted to Owners and Occupants and their designated guests, invitees, and licensees. Rules and regulations relating to the type of identification needed to gain access to or use facilities in the Community, how Owners and Occupants can designate guests, invitees, and licensees
imanage_481559_4.DOC (12367.005) (Bradley Gin Subdivision) -13-
who shall be granted access to the Community, vehicular registration, and other issues relating to access may be adopted by the Board of Directors.
Section 5. Leasing. Lots may be leased for residential purposes only, "Leasing" for the purposes of this Section, is defined as regular, exclusive occupancy of a Lot by any Person other than the Owner; provided, however, "leasing" shall not include exclusive occupancy by the child, parent, or grandparent of an Owner. Occupancy by a roommate of an Owner shall not constitute leasing". Leasing which is aathorized hereunder shall be governed by the following provisions:
(a) General. Lots may be leased only in their entirety; no fraction or portion may be leased without prior written Board approval. All leases shall be in writing. There shall be no subleasing of Lots or assignment of leases without prior written Board approval. All leases must be for an initial term of not less than one (1) year, except with written Board approval, which shall not be unreasonably withheld in cases of undue hardship. Within ten (10) days after executing a lease agreement for the lease of a Lot, the Owner shall provide the Board with a copy of the lease and the name of the lessee and all other Occupants of the Lot. The Owner must provide the lessee copies of the Declaration, Bylaws, and the rules and regulations. Nothing herein shall be construed as giving the Association the right to approve or disapprove a proposed lessee; the Board's approval or disapproval shall be limited to the form of the proposed lease.
Liability for Assessments, Use of Area of Common Responsibility, and Compliance with Declaration, Bylaws, and Rules and Regulations. Each Owner covenants and agrees that any lease of a Lot shall contain the following language and agrees that if such language is not expressly contained therein, then such language shall be incorporated into the lease by existence of this covenant, and the lessee, by occupancy of the Lot, agrees to the applicability of this covenant and incorporation of the
(1) Compliance with Declaration, Bylaws, and Rules and Regulations. The lessee shall comply with all provisions of the Declaration, Bylaws, and rules and regulations adopted pursuant thereto and shall control the conduct of all other Occupants and guests of the leased Lot in order to ensure such compliance. The Owner shall cause all Occupants of his or her Lot to comply with the Declaration, Bylaws, and the rules and regulations adopted pursuant thereto, and shall be responsible for all violations by such Occupants, notwithstanding the fact that such Occupants of the Lot are fully liable and may be sanctioned for any such violation. If the lessee, or another Person occupying the Lot, violates the Declaration, Bylaws, or a rule or regulation for which a fine is imposed, notice of the violation shall be given to the Owner and the lessee, and such fine may be assessed against the lessee in accordance with the Bylaws. If the fine is not paid by the lessee within the time period set by the Board, the Owner shall pay the fine upon notice from the Association of the lessee's failure to pay the fine. Unpaid fines shall constitute a
Any violation of the Declaration, Bylaws, or rules and regulations adopted pursuant thereto by the lessee, any Occupant, or any guest of lessee, is deemed to be a default under the terms of the lease and authorizes the Owner to terminate the lease without liability and to evict the lessee in accordance with Georgia law. The Owner hereby delegates and assigns to the Association, acting through the Board, the power and authority of enforcement against the lessee for breaches resulting from the violation of the Declaration, Bylaws, and the rules and regulations adopted pursuant thereto, including the power and authority to evict the lessee as attorney-in-fact on behalf and for the benefit of the Owner, in accordance with the terms hereof. If the Association proceeds to evict the lessee, any costs, including reasonable attorney's fees actually incurred and court costs associated with the eviction shall be an assessment and lien
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) - 14-
(i1) Use of Area of Common Responsibility. The Owner transfers and assigns to the lessee, for the term of the lease, any and all rights and privileges that the Owner has to use the Area of amenities. Common Responsibility, including, but not limited to, the use of any and all recreational facilities and other
Liability for Assessments. When a Owner who is leasing his or her Lot fails to pay any annual or special assessment or any other charge for a period of more than sixty (60) days after it is due and payable, then the delinquent Owner hereby consents to the assignment of any rent received from the lessee during the period of delinquency, and, upon request by the Board, lessee shall pay to the Association all unpaid annual and special assessments and other charges payable during and prior to the term of the lease and any other period of occupancy by lessee. However, lessee need not make such payments to the Association in excess of, or prior to the due dates for, monthly rental payments unpaid at the time of the Board's request. All such payments made by lessee shall reduce, by the same amount, lessee's obligation to make monthly rental payments to lessor. If lessee fails to comply with the Board's request to pay assessments or other charges, lessee shall pay to the Association all amounts authorized under the Declaration as if lessee were an Owner. The above provision shall not be construed to release the Owner from any obligation, including the obligation for assessments, for which he or she would otherwise be responsible.
Section 6. Occupants Bound. All provisions of the Declaration, Bylaws, and of any rules and regulations, use restrictions or design guidelines adopted pursuant to the Declaration which govern the conduct of Owners and which provide for sanctions against Owners shall also apply to all Occupants of Lots and guests and invitees of Occupants or Owners. The Owner shall be responsible for insuring that the Occupant, and the guests, invitees and licensees of the Owner or the Occupant strictly comply with all provisions of the Declaration, Bylaws, and any rules and regulations adopted by the Board of Directors. Fines may be levied against Owners or Occupants. If a fine is first levied against an Occupant and is not paid timely, the fine may then be levied against the Owner.
Vehicles. The term "vehicles", as used in this provision, shall include without limitation, motor homes, boats, trailers, motorcycles, mini-bikes, scooters, go-carts, trucks, campers, buses, vans, golf carts and automobiles. All vehicles shall be parked within garages, on driveways, or on other paved parking areas in the Community designated by the Board as parking areas for vehicles. Parking in yards and streets is prohibited. Lot Owners and visitors may park on the street on a temporary basis. The doors of garages shall be kept closed at all times, except during times of entry and exit from the garage, or
No vehicle may be left upon any portion of the Community, except in a garage or other area designated by the Board, for a period longer than five (5) days if it is unlicensed or if it is in a condition so that it cannot operate on public streets. After the five (5) day period, the unlicensed or inoperable vehicle shall be considered a nuisance and may be removed from the Community. No boat, boat trailer, truck with mounted camper, other campers, or towed vehicle, shall be kept or stored on any portion of the Community including on a driveway, except in a garage or screened area approved by the Board. In no event shall any recreational vehicle, mobile home or motor home be parked or stored upon any portion of the Community. Vehicles parked in violation of this provision shall be considered a nuisance and may be removed from the Community. No eighteen-wheel trucks or the cabs of these trucks or commercial trucks with a load capacity in excess of one ton shall be parked, kept, or stored within the Community, and if so parked, kept, or stored shall be considered a nuisance and may be removed from the Community. However, moving vans or service or delivery vehicles may be parked temporarily in the Community for such period of time as is reasonably necessary to provide each service, but no such vehicle shall remain parked on the Common Property overnight without prior written Board consent.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -15-
Motorized vehicles shall not be permitted on pathways or unpaved Common Property except for public safety vehicles and vehicles authorized by the Board; provided that golf carts and utility carts are permitted on pathways at speeds no greater than fifteen (15) miles per hour.
Section 8. Animals and Pets. No animals, livestock or poultry of any kind may be raised, bred, kept, or permitted on any portion of the Community, with the exception of dogs, cats, or other generally recognized common household pets in a reasonable number, as determined in the sole discretion of the Board of Directors. Potbellied pigs shall not be considered generally recognized common household pets. Pets shall not be allowed to roam free within the Community. Those pets which, in the sole discretion of the Board, endanger health, make objectionable noise, or constitute a nuisance or inconvenience to the Owners or Occupants or to the owner of any property located adjacent to the Community may be removed by the Board. No pets shall be kept, bred, or maintained for any commercial purpose. Except as provided above, dogs must be kept on a leash and be under the physical control of a responsible person at all times while outdoors. Notwithstanding the foregoing, a dog may be contained within an allowable fenced area. At no time shall any pet be tied or tethered to any object. Feces left upon the Common Property by dogs must be removed by the owner of the dog or the person responsible for the dog. All Owners and Occupants keeping pets within the Community shall comply with all applicable governmental ordinances and regulations. Without prejudice to the Board's right to remove any such household pets, the Board may prohibit a houschold pet that has caused damage or injury from being walked in the Community. Animal control authorities shall be permitted to enter the Community to patrol and remove pets. Pets shall be registered, licensed, and inoculated as required by law.
Section 9. Signs. Except as may be provided for herein or as may be required by legal proceedings, and except for signs which may be erected by Declarant related to the development and sale of Lots, no signs, advertising posters, flyers, political placards or billboards of any kind shall be erected or placed by an Owner, Occupant or other Person, or permitted to remain on the Community without the prior written consent of the Board or its designee, except that one (1) professional security sign not to exceed twelve inches (12) by twelve inches (12") in size may be displayed from within a residence on a Lot, and one (1) professionally lettered "For Sale" sign not to exceed twelve inches (12") by twelve inches (12") in size may be displayed in the front yard of a Lot; provided, further that if, at the time of any desired use of such "For Sale' sign, the Association is making "For Sale" signs available for the use of Owners, the signs made available by the Association must be used. No other signs are permitted, including, but not limited to, "For Lease," "For Rent," and/or Lease Purchase' signs. The Board shall have the right to erect reasonable and appropriate signs on behalf of the Association. The Board shall also have the authority to adopt regulations permitting temporary signs on Lots announcing birthdays or other events for limited periods of time. No advertising, directional, or vendor signs shall be permitted within the Community except as authorized by the Declarant under Article XIV, Section 13 of this Declaration.
Section 10. Antennas and Satellite Dishes. Except as provided below and as provided for in the Design Guidelines, no satellite dish, antenna, or other device for the transmission or reception of television signals, radio signals, or any form of electromagnetic wave or radiation shall be erected, used, or maintained on any portion of the Community; provided, however, that the Association shall have the right to erect, construct, and maintain such devices. The following shall apply to all Owners:
(1) No transmission antenna of any kind may be erected anywhere on the Community without written approval of the Board of Directors or the NC or MC, as applicable.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) ~ 16-
No direct broadcast satellite (DBS) antenna or multi-channel multi-point or maintained upon the Community. distribution service (MMDS) antenna larger than one meter in diameter shall be placed, allowed, television broadcast service antennas may be installed only in accordance with Federal DBS and MMDS satellite dishes or antennas one meter or less in diameter and Communication Commission (FCC) rules and the rules and regulations of the Association, both as may be amended from time to time. In the event of a transfer of a Lot that includes the satellite dish or antenna, the Grantee shall assume all responsibility for the satellite dish or antenna and shall comply with this Declaration, the Bylaws, and the rules and regulations regarding satellite dishes and antennas, including, but not limited to, those requirements relating to maintenance and removal of satellite dish or antenna.
Section 11. Firearms and Fireworks. The use, display, or discharge of firearms or fireworks on any portion of the Community is prohibited except with prior approval of the Association; provided, however, that the display of lawful firearms in the Community is permitted by law enforcement officers and also is permitted for the limited purpose of transporting the firearms across the Common Property to or from the Owner's Lot and provided further, that the Association may provide, either directly or through contract with a third party, a fireworks display within the Community, to commemorate the Fourth of July. The term "firearms' includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size. The term "fireworks" shall include those items as listed in O.C.G.A. § 25-10-1, as amended.
removed from a Lot and shall not be allowed to accumulate therein. Garbage receptacles for individual Lots Rubbish, Trash, and Garbage. All rubbish, trash, and garbage shall be regularly shall be screened or concealed from view of neighboring Lots and the street on which the Lot fronts except on the day of garbage pick-up in which event the garbage containers may be left at the curb for a period not to exceed sixteen (16) consecutive hours. No garbage or trash shall be placed on the Common Property, temporarily or otherwise, except in sealed bags placed in trash cans or proper receptacles designated by the Board for collection, if any. 'The above provisions in this Section are not applicable to construction debris, rubbish, trash, and garbage; provided, however, all such construction debris, rubbish, trash, and garbage shall be regularly removed and shall not be allowed to unreasonable accumulate.
Section 13. Clotheslines, Garbage Cans, Woodpiles, Recreational and Other Equipment. All screened so as to be concealed from view from any street or road. All construction debris, rubbish, trash, clotheslines, garbage cans, woodpiles, and related equipment and other similar items shall be located or and garbage shall be regularly removed and shall not be allowed to accumulate. Any playground or other play areas or equipment located on the Common Property shall be used at the risk of the user, and the Association shall not be held liable to any Person for any claim, damage, or injury occurring thereon or related to use thereof.
Section 14. Fences. No fence, fencing type barrier of any kind including fencing enclosures for pets shall be placed, erected, allowed, or maintained upon any portion of the Community without the fencing shall be allowed. prior written consent of the NCC or MC, as applicable, with the exception that underground electronic
Section 15, Garage Sales. Garage sales, yard sales, flea markets, or similar activities are prohibited, unless the Owner obtains prior approval from the Board.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -17-
Section 16. Air Conditioning Units. No window air conditioning units may be installed on any Lot. Condensing units for air conditioners shall only be located in the rear or along the side of a dwelling.
Section 17. Artificial Vegetation, Exterior Sculpture, and Similar Items, No artificial vegetation shall be permitted on the exterior of any property within the Community. Exterior sculptures, benches, fountains, flags, and similar items may not be placed in the front yard of a Lot or on the front exterior of a dwelling without the prior written approval of the NCC or MC, as applicable.
Section 18. Nuisance. It shall be the responsibility of each Owner and Occupant to prevent the development of any unclean, unhealthy, unsightly, or unkempt condition on and in his or her Lot. No property within the Community shall be used, in whole or in part, for the storage of any property or thing that will cause a Lot to appear to be in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any substance, thing, or material be kept that will discharge foul or obnoxious odors or that will cause any noise or other condition that will or might disturb the peace, quiet, safety, comfort, or serenity of the Occupants of surrounding property. No noxious or offensive activity shall be carried on within the Community, nor shall anything be done tending to cause embarrassment, discomfort, annoyance, or nuisance to any person using any property within the Community. There shall not be maintained any plants or animals or device or thing of any sort whose activities or existence in any way is noxious, dangerous, unsightly, unpleasant, or of a nature as may diminish or destroy the enjoyment of the Community. Without limiting the generality of the foregoing, no horn, whistle, siren, bell, amplifier, or other sound device, except for devices as may be used exclusively for security purposes, shall be located, installed, or maintained upon the exterior of any Lot unless required by law. However, any siren or device for security purposes shall contain a device that causes it to automatically shut off within fifteen (15) minutes.
Section 19. Unsightly or Unkempt Conditions. The pursuit of hobbies or other activities which might tend to cause disorderly, unsightly, or unkempt conditions, including without limitation, the assembly and disassembly of motor vehicles, boats and other mechanical devices, shall not be pursued or undertaken in any part of the Community except within closed garages.
Abandoned Personal Property. Personal property, except for personal property owned by the Association, is strictly prohibited from being stored, kept, or allowed to remain for a period of more than twenty-four (24) hours upon any portion of the Common Property, Area of Common Responsibility, or on the rights-of-way located within the Community. If the Board or its designee, in its sole discretion, determines that property is kept, stored, or allowed to remain on the Common Property, Area of Common Responsibility, or on the rights-of-way located within the Community in violation of this Section, then the Board may remove and either discard or store the personal property in a location which the Board may determine. If personal property is removed in accordance with this Section, neither the Association nor any officer or agent of the Association shall be liable to any Person for any claim of damage resulting from the removal activity. Notwithstanding anything to the contrary herein, the Board may elect to impose fines or use other available sanctions, rather than exercise its authority to remove abandoned or
Tree Removal. No trees, whether located on a Lot or the Area of Common Responsibility, having a diameter of five (5) inches or more (measured from a point two (2) feet above ground level) and a height of more than eight (8) feet above the ground shall be removed without the prior written consent of the NCC or MC, as applicable, except for (a) discased or dead trees; (b) trees needing to be removed to promote the growth of other trees or for safety reasons; (c) trees within ten (10) feet of the residence, driveway, or walkways constructed or to be constructed on a Lot. Notwithstanding anything to the contrary stated herein, in the event a diseased or dead tree located on the Common Property that was
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -18-
tree with one of the same species and similar size. originally planted by Declarant is removed by the Association, the Association shall replace such removed
Drainage. Catch basins and drainage areas are for the purpose of natural flow of water only. No obstructions or debris shall be placed in these areas. No Owner or Occupant may obstruct or rechannel the drainage flows after location and installation of drainage swales, storm sewers, or storm drains. Declarant hereby reserves a perpetual easement across all Community property for the purpose of altering drainage and water flow. Rights exercised pursuant to this reserved easement shall be exercised with a minimum of interference to the quiet enjoyment of affected property, reasonable steps shall be taken to protect such property, and damage shall be repaired by the Person causing the damage at its sole expense.
Section 23. Sight Distance at Intersections. All property located at street intersections and at the intersections of streets and driveways shall be landscaped so as to permit safe sight across the corners. No fence, wall, hedge, or shrub planting shall be placed or permitted to remain where it would create a traffic or sight problem.
Section 24. Energy Conservation Equipment. No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed or installed unless they are an NCC or MC, as applicable. integral and harmonious part of the architectural design of a structure, and are approved in writing by the
Section 25. Subdivision of Lots. No Lot shall be subdivided or its boundary lines changed; provide, however, Declarant expressly reserves the right to combine and/or replat any Lot boundaries owned violation of the applicable subdivision and/or zoning regulations. by Declarant. Any such division, boundary line change, or replatting by the Declarant shall not be in storage structure, garage, barn, or other outbuilding shall be erected by any Owner or Occupant on any Outbuildings. No structure of a temporary character, trailer, tent, shack, carport, portion of the Community, other than by Declarant, so long as the Declarant has an option unilaterally to subject Additional Property to this Declaration as provided in Article XI, at any time, either temporarily or permanently, without the written approval of the Board. All sheds, tool storage areas, workshops or outbuildings approved by the Board shall be constructed in the same architectural style and using similar colors as the residence on the Lot. Each Lot shall be restricted to only one (1) outbuilding. No metal
Section 27. Swimming Pools. No above-ground swimming pool shall be erected, constructed, or installed on any Lot. No in-ground swimming pool or spa shall be erected, constructed or installed on any Lot unless its design, location and placement are approved by the NCC or MC, as applicable.
Section 28. Standard Mailboxes. All residences in the Community shall have standard mailboxes and mailbox posts conforming to postal regulations and mailbox guidelines adopted by the NCC or MC, as applicable. Any changes to mailboxes or mailbox posts must receive the prior written approval of the NCC or MC, as applicable.
Section 29. Recreational Equipment. No recreational or playground equipment including, but not limited to, swing sets, jungle gyms, play houses, tennis courts, and basketball goals, shall be erected, constructed, or installed on any Lot unless its location, design, and type are approved by the NCC or MC, as applicable. Portable basketball goals may only be kept on a Lot if they are stored in the interior of a building structure or in a location on the Lot not visible to other Owners when not in use, Basketball hoops,
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -19-
backboards, and poles shall not be permanently erected, constructed, or installed without the prior written approval of the NCC or MC, as applicable. All approved backboards shall be transparent and acrylic or may not be torn or missing). such other color as approved by the NCC or MC, as applicable, and kept in a neat and clean condition (nets
Section 30. Window Treatments. All window treatments visible from the exterior of the applicable. In no event should bed sheets, paper or foil be used as window treatments. front of such dwelling shall be white, off-white or another color approved in writing by the NCC or MC, as
Section 31. Garages. It is prohibited for an Owner or Occupant of a dwelling that includes a garage to convert such garage to any other use. Garage doors shall remain closed at all times, except during times of entry and exit from the garage, or when someone is working or playing in or around the garage. lighting and decorations visible from the street shall not be permitted except for (a) approved lighting as Lighting. Except as may be permitted by the NCC or MC, as applicable, exterior originally installed on a Lot; (b) street lights in conformity with an established street lighting program for the Community; or (c) seasonal decorative lights and decorations between Thanksgiving Day and January
Section 33. Use of Common Property Including Amenities. There shall be no obstruction of the Common Property, nor shall anything be kept on, parked on, stored on, or removed from any part of the Common Property without the prior written consent of the Board, except as specifically provided herein. There shall be no gardening or landscaping on the Common Property by Owners or Occupants without the has an option unilaterally to subject Additional Property to this Declaration as provided in Article XI. The prior written consent of the Board. This Section shall not apply to the Declarant so long as the Declarant Property. The Association shall also have the right but not the obligation to locate trees, benches and/or Association shall have the right to host, stage or otherwise allow community events on the Common other outdoor furniture on the Common Property to commemorate or honor group(s) or individual(s) and to place a plaque on such furniture or trees so commemorating or honoring such group(s) or individual(s).
Section 34. Erosion Control and Contamination. No activity which may create erosion or siltation problems in the Community shall be undertaken on any Lot without the prior written approval of such erosion or siltation. Such plans and specifications shall be designed by a professional engineer the NCC, MC or their designee, as applicable, of plans and specifications for the prevention and control of licensed in the State of Georgia and all costs and expenses related thereto shall be borne exclusively by the specifications, require the use of certain means of preventing and controlling such erosion or siltation. Such Owner of such Lot. The NCC, MC or respective designee may, as a condition of approval of such plans and means may include, by way of example and not of limitation, physical devices for controlling the run-off and drainage of water, special precautions in grading, clean-up activities and requiring landscaping as provided for herein. No activity which results in contamination of or any damage to any stream, water course or any other Lot shall be conducted on any Lot, and each Owner shall be liable for all resulting attributable to such activity. In addition, prior to commencing any improvements on a Lot, the Owner of damages from such activity and for restoration of a property damaged from contamination resulting from or such Lot and any builders, subcontractors, or other agents of such Owner, shall fulfill their obligations to comply with the requirements of the State of Georgia Department of Natural Resources, Environmental • Protection Division or any other governmental agency having jurisdiction thereof.
Section 35. Lake and Other Water Bodies. The lake, ponds, streams and/or other bodies of applicable laws. Owners are prohibited from withdrawing water from the bodies of water located within the water located within the Community shall be used only in accordance with the Community Instruments, all tmanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -20-
streams and/or other bodies of water located within the Community for irrigation of the Common Property Community; provided, however, Declarant and Association may withdraw water from the lake, ponds, or other areas which are the maintenance responsibility of the Association. Fishing in the lake is permitted by Owners only so long as a license is obtained from the appropriate governmental authority, if necessary. Swimming in the lake and the use of motorized boats or any other type of motorized water vehicle on the within the Community except any such docks constructed by Declarant on the Common Property. lake is specifically prohibited. No docks shall be permitted on the lake and other bodies of water located and agents of any of them, shall not be held liable in any manner whatsoever for, and hereby disclaims any Declarant, the Owners, the Association, the Board, and the officers, directors, members, employees, and all such liability and responsibility for, any loss, damage, or injury to any Person or property arising out of the authorized or unauthorized use of the lake and other bodies of water located within the Community. members, guests, and invitees, hereby agrees not to bring any action or suit against Declarant, other Owners Each Owner of a Lot, by acceptance of a deed therefore, on behalf of such Owner and such Owner's family (and such Owners' family members, guests, and invitees), the Association, the Board, or the Officers, directors, members, employees, and agents of any of them, and hereby releases, remises, quitclaims, and covenants not to sue any or all of the foregoing, for any claims, demands, and causes of action arising out of or in connection with the authorized or unauthorized use of the lake and/or other bodies of water located does not extend to claims, demands, and causes of action not known at the time the release is given. within the Community and hereby waives the provisions of any law which provides that a general release enforcing the use restrictions contained in this Article or in promulgating, adopting or enforcing the rules Notwithstanding anything contained in this Declaration to the contrary, the Board of Directors, in and regulations of the Association, may apply a stricter standard to any Lot which adjoins, abuts or contains any portion of the lake and/or other bodies of water located within the Community, if, in the discretion of the Board of Directors, such is necessary to uphold the appearance of the Community,
Maintenance; Conveyance of Common Property to Association Article VIII
repair the Area of Common Responsibility. Association's Responsibility. The Association shall maintain and keep in good improvements located on the Area of Common Responsibility. Specifically, but not by way of limitation, maintenance, repair, and replacement, subject to any insurance then in effect, of all landscaping and system, if and to the extent such ponds and storm water drainage systems are not maintained by a public the Association shall maintain: (a) all storm water detention or retention ponds and storm water drainage improvements located on the Area of Common Responsibility; (c) sidewalks located on the Area of entity or owners of neighboring property; (b) all private roads, trails, recreational facilities, landscaping, and Common Responsibility unless maintained by a public entity; (d) the lake; and (e) the dam. not owned by the Association, whether located within or outside the Community, where the Board has In addition, the Association shall have the right, but not the obligation, to maintain other property determined that such maintenance would benefit all Owners.
In the event that the Association determines that the need for maintenance, repair, or replacement, Occupant, his or her family, guests, lessees, or invitees, and is not completely covered or paid for by which is the responsibility of the Association, is caused through the willful or negligent act of an Owner or insurance, then the Association may perform the maintenance, repair, or replacement at the expense of the Owner or Occupant, and all costs shall be added to and become a part of the assessment obligation of the Owner or Occupant and shall become a lien against the Lot of that Owner or Occupant.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -21-
Standard. The Association shall perform all maintenance in a manner consistent with the Community-Wide maintenance responsibility is otherwise assumed or assigned to the Association pursuant to this Declaration, Owner's Responsibility. Except as provided in Section 1 above and unless such or any Supplementary Declaration, with the exception of any portion of a Lot containing a portion of the lake, all maintenance of the Lots and all structures, parking areas, landscaping, and other improvements on a Lot shall be the sole responsibility of the Owner, who shall maintain such areas in a manner consistent with the Community-Wide Standard and this Declaration. All landscaping shall be installed and maintained by the Owner in accordance with a landscape plan complying with the Design Guidelines and submitted to and approved by the NCC or MC, as applicable. In the event that the Board of Directors determines that such areas are not maintained in a manner consistent with the Community-Wide Standard and this Declaration, except in an emergency situation, the Board of Directors shall give the Owner written notice of the Association's intent to provide the necessary maintenance, repair, or replacement at the Owner's sole cost and expense. The notice shall state the maintenance, repairs, or replacement deemed necessary. The Owner shall have thirty (30) days after receipt of the notice to complete the maintenance, repair, or replacement. In the event that the maintenance, repair, or replacement is not capable of completion within a thirty (30) day period, the Owner shall begin the work and shall complete it within a reasonable time. If the Board determines that (i) an emergency exists, or (ii) that an Owner has not complied, the Association may provide the maintenance, repair, or replacement at that Owner's sole cost and expense, and all costs including and shall become a lien against the Lot. reasonable attorneys' fees shall be added to and become a part of the assessment obligation of the Owner may transfer or convey to the Association any personal property and any improved or unimproved real Conveyance of Common Property by Declarant to Association. The Declarant property, leaschold, easement, or other property interest which is or may be subjected to the terms of this Declaration. Such conveyance shall be accepted by the Association, and the property shall be Common Property to be maintained by the Association for the benefit of all or a part of its members, Declarant shall not be required to make any improvements whatsoever to property to be conveyed and accepted pursuant to Declarant has the unilateral option to subject Additional Property to this Declaration as provided in Removal of Improvements on Common Property by Declarant. So long as the Article XI, Declarant shall have the right, privilege, and option from time to time to remove, add, reconfigure, relocate, modify, and alter any and all improvements located on the Common Property.
Article IX
Insurance and Casualty Losses
Insurance on Property Maintained by the Association The Association's Board shall have the authority to obtain insurance for all insurable improvements on property maintained by the Association. The Board shall obtain a public liability policy applicable to the property maintained by the Association and its members for all damage or injury caused by the negligence of the Association or any of its members or agents in their capacities as such, and, may obtain directors' and officers' liability insurance.
Premiums for all insurance obtained by the Association shall be a Common Expense. The policies may contain a reasonable deductible, and the amount thereof shall be subtracted from the face amount of the policy in determining whether the insurance at least equals the full replacement cost.
Imanage._481559_4.DOC (12367.005)(Bradley Gin Subdivision) -22-
as trustee, for the benefit of the Association and its members. Such insurance shall be governed by the All such insurance coverage obtained by the Board shall be written in the name of the Association, provisions hereinafter set forth:
(a) All policies shall be written with a company licensed to do business in Georgia. in the Board; provided, however, no Mortgagee having an interest in such losses may be prohibited from Exclusive authority to adjust losses under the Association's policies shall be vested participating in the settlement negotiations, if any, related hereto.
policies that will provide: (A) a waiver of subrogation by the insurer as to any claims against the The Board shall be required to make every reasonable effort to secure insurance and guests; (B) a waiver by the insurer of its rights to repair and reconstruct instead of paying cash; (C) a Associations, its officers, directors and manager, the Owners and their respective tenants, servants, agents, any one or more individual Owners; and (D) that no policy may be canceled or substantially modified or provision that no policy may be canceled, invalidated, suspended or subjected to nonrenewal on account of subjected to nonrenewal without at least thirty (30) days prior written notice to the Association. bonds on directors, officers, employees, and other persons handling or responsible for the Association's In addition to the other insurance required by this Section, the Board may obtain a fidelity bond or funds. The amount of fidelity coverage shall be determined by the Board using its best business judgment. Section 2. Repair and Reconstruction. In the event of damage to or destruction of all or any the Association's insurance, unless seventy-five percent (75%) of the Total Association Vote and the part of the improvements on the property maintained by the Association as a result of any event covered by Declarant (so long as the Declarant has an option unilaterally to subject Additional Property to this Declaration as provided in Article XI) decide within sixty (60) days after the loss not to proceed with the supervise the prompt repair and restoration of the structure. reconstruction and repair of the structure, the Board or its duly authorized agent shall arrange for and or destruction or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made If for any reason either the amount of the insurance proceeds to be paid as a result of such damage information shall be made available. However, such extension shall not exceed sixty (60) additional days. available to the Association within said period, then the period shall be extended until such funds or No Mortgagee shall have the right to participate in the determination of whether the damage or destruction to the Common Property shall be repaired or reconstructed. Property shall not be repaired or reconstructed and no alternative improvements are authorized, the affected If it is determined in the manner described above that the damage or destruction to the Common maintained by the Association in a neat and attractive, landscaped condition consistent with the Community portion of the properties shall be cleared of all debris and ruins. Thereafter, the properties shall be Association, the Board shall obtain reliable and detailed estimates of the cost of repairing and restoring the Cost Estimates. After a casualty causing damage to property maintained by the changes or improvements necessitated by changes in applicable codes. Such costs may also include structures, if any, to substantially the condition which existed before such casualty, allowing for any professional fees and premiums for such bonds as the Board determines to be necessary.
(b) Source and Allocation of Proceeds. If insurance proceeds are not sufficient to imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -23-
defray the estimated costs of reconstruction and repair of the property maintained by the Association, as determined by the Board, or if at any time during the reconstruction and repair or upon completion of reconstruction and repair the funds for the payment of the costs thereof are insufficient, a special assessment in an amount necessary to cover the insufficiency shall be made against all of the members without the necessity of a vote of the members or compliance with Article V, Section 5 above. If after repair and reconstruction is completed there is a surplus of funds, such funds shall be distributed equally to the Owners or credited to the next assessment chargeable to the Owners.
Plans and Specifications. Any reconstruction or repair of the property maintained by the Association shall be substantially in accordance with the plans and specifications under which the Community was originally constructed, except where changes are necessary to comply with current
Damage and Destruction to Improvements on Lots. The damage or destruction by fire or other casualty to all or any portion of any improvement on a Lot shall be repaired by the Owner within seventy-five (75) days after the damage or within the required period and shall be diligently and continuously pursued until their completion. Alternatively, the Owner may demolish and remove all damaged improvements on the Lot within seventy-five (75) days after such damage or destruction and maintain the property in a neat and clean condition consistent with the Community Standard
Article X
Condemnation
Whenever all or any part of the Area of Common Responsibility shall be taken (or conveyed in lieu of and under threat of condemnation by the Board acting on the written direction of Owners representing at least sixty-seven percent (67%) of the Total Association Vote and of the Declarant, as long as the Declarant owns any property described on Exhibit "A" or Exhibit "B") by any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice thereof. The award made for such taking shall be payable to the Association as trustee for all Owners to be disbursed as follows:
If the taking involves a portion of the Area of Common Responsibility on which improvements have been constructed, then the Association shall restore or replace such improvements so taken on the remaining land included in the Area of Common Responsibility to the extent lands are available, unless within sixty (60) days after such taking the Declarant, so long as the Declarant owns any property described in Exhibit "A" or Exhibit "B"' of this Declaration, and Owners representing at least seventy-five percent (75%) of the Total Association Vote shall otherwise agree. Any such construction shall be in accordance with plans approved by the Board of Directors of the Association. If such improvements are to be repaired or restored, the provisions in Article IX hereof regarding the disbursement of funds for the repair of casualty
If the taking does not involve any improvements on the Area of Common Responsibility, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is completed, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board of Directors shall determine.
Article XI
Annexation of Additional Property
Section 1. Annexation Without Approval. The Declarant shall have the unilateral right, privilege, and option, from time to time at any time until all property described on Exhibit "B." attached
1manage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -24-
hereto, has been subjected to this Declaration or fifteen (15) years from the date of the recording of this Declaration, whichever is earlier, to subject to the provisions of this Declaration and the jurisdiction of the Association all or any portion of the Additional Property described in Exhibit "B." The Declarant shall have the unilateral right to transfer to any other Person the right, privilege, and option to annex Additional Property which is herein reserved to Declarant, provided that such transferee or assignee shall be the transfer is memorialized in a written, recorded instrument executed by the Declarant. developer of at least a portion of the real property described in Exhibit "A" or Exhibit "B" and that such Additional Property in the public records of Walton County, Georgia. Such Supplemental Declaration shall Such annexation shall be accomplished by filing a Supplemental Declaration annexing such not require the consent of other Owners, but shall require the consent of the owner of such property, if other than Declarant. Any such annexation shall be effective upon the filing for record of such Supplemental Association may annex real property other than that described on Exhibit B. and following the expiration Annexation With Approval. Subject to the consent of the owner thereof, the jurisdiction of the Association. Such annexation shall require the affirmative vote of Owners representing a of the right in Section 1, any property described on Exhibit "B." to the provisions of this Declaration and the consent of the Declarant, so long as Declarant owns property subject to this Declaration or which may Majority of the votes of the Association represented at a meeting duly called for such purpose and the become subject to this Declaration in accordance with Section 1 of this Article.
being annexed in the public records of Walton County, Georgia. Any such Supplemental Declaration shall Annexation shall be accomplished by filing a Supplemental Declaration describing the property annexed. Any such annexation shall be effective upon filing unless otherwise provided therein. be signed by the President and the Secretary of the Association, and by the owner of the property being
Section 3. Withdrawal of Property. The Declarant reserves the right to amend this Declaration unilaterally at any time so long as it holds an unexpired option to expand the Community pursuant to this Article XI, without prior notice and without the consent of any Person, for the purpose of removing certain portions of the Community then owned by the Declarant or its affiliates or the Association from the provisions of this Declaration, to the extent originally included in error or as a result of any withdrawal is not unequivocally contrary to the overall, uniform scheme of development for the changes whatsoever in the plans for the Community desired to be effected by the Declarant, provided such portion of the property submitted to this Declaration initially or by Supplemental Declaration to additional Additional Covenants and Easements. The Declarant may unilaterally subject any forth in a Supplemental Declaration filed either concurrently with or after the annexation of the subject covenants, restrictions, and easements. Such additional covenants, restrictions, and easements shall be set property.
Section 5. Amendment. This Article shall not be amended without the prior written consent of Declarant so long as the Declarant owns any property described in Exhibit "A" or Exhibit "B."
Article XII
Mortgagee Provisions
Community. The provisions of this Article apply to both this Declaration and to the Bylaws, The following provisions are for the benefit of holders of first Mortgages on Lots in the imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -25-
notwithstanding any other provisions contained therein.
Section 1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage, who provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Lot number) (therefore becoming an 'Bligible Mortgage Holder') will be entitled to timely written notice of:
(a) any condemnation loss or any casualty loss which affects a material portion of the Community or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such Eligible Mortgagee Holder;
any delinquency in the payment of assessments or charges owed by an Owner of a Lot subject to the Mortgage of such Eligible Mortgage Holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by an Owner of a Lot of any obligation under the Declaration or Bylaws of the Association which is not cured
(c) any lapse, cancellation, or material modification of any insurance policy maintained by the Association; or
(d) any proposed action, which would require the consent of a specified percentage of Mortgagees.
Section 2. No Priority. No provision of this Declaration or the Bylaws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Association easement areas.
Section 3. Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Lot.
Amendments by Board. Should the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation subsequently delete any of their respective requirements, which necessitate the provisions of this Article or make any such requirements less stringent, the Board, without approval of the Owners, may cause an amendment to this Article to be recorded to reflect such changes.
YA/HUD Approval. During the Declarant Control Period, the following actions shall require the prior approval of the U.S. Department of Veterans Affairs ('VA") (so long as the VA is guaranteeing any Mortgage in the Community), and the U.S. Department of Housing and Urban Affairs (HUD") (so long as HUD is insuring any Mortgage in the Community); annexation of Additional Property to the Community, except for annexation by Declarant in accordance with Article XI; mergers and consolidations; dissolution; and material amendment of the Declaration, Bylaws or Articles of Incorporation.
Section 6. Applicability of This Article. Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under the Declaration, Bylaws, or Georgia law for any of the acts set out in this Article.
Section 7. Failure of Mortgagee to Respond. Any Mortgagee who receives a written request
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -26-
from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days of the date of the Association's request.
Article XIII
Casements
Easements for Encroachment and Overhang. There shall be reciprocal appurtenant easements for encroachment and overhang as between each Lot and the Common Property, due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered (in accordance with the terms of this Declaration). The easement shall be five (5) feet, as measured from any point on the common boundary between each Lot and the Common Property, along a line perpendicular to such boundary at such point. However, an easement for encroachment shall not exist if the willful conduct by an Owner, tenant, or the Association caused the encroachment.
Section 2. Basements for Use and Enjoyment.
(a) Every Owner of a Lot shall have a right and easement of entry and exit, use and enjoyment in and to the Common Property which shall be appurtenant to and shall pass with the title to his or her Lot, subject to the following provisions:
(1) The right of the Association to charge reasonable uniform admission 'and other fees for the use of any portion of the Common Property, to limit the number of guests of Owners and tenants who may use the Common Property, and to provide for the exclusive use and enjoyment of specific portions of the Common Property at certain designated times by an Owner, his or her family, tenants, guests, and invitees, or by a separate group or entity;
(11) the right of the Association to suspend the voting rights of an Owner and the right of an Owner to use the recreational facilities available for use by the Community, if any, for any period during which any assessment against his or her Lot which is hereby provided for remains unpaid; and, for a reasonable period of time for a violation of the Declaration, Bylaws, or rules and regulations;
(ili) the right of the Association to borrow money for the purpose of improving the Common Property, or for constructing, repairing, or improving any facilities located or to be located on the Common Property, and to give as security for the payment of any such loan a Mortgage conveying all or any portion of the Common Property. However, the Mortgage given by the Association shall be subject and subordinate to any rights, interests, options, easements, and privileges reserved or established for the benefit of Declarant, any Lot or Lot Owner, or the holder of any Mortgage, irrespective of when executed, given by Declarant or any Owner encumbering any Lot or other property located within the Community (Any provision in this Declaration or in any Mortgage given by the Association to the contrary notwithstanding, the exercise of any rights in the Mortgage by the holder of the Mortgage in the event of a default shall not cancel or terminate any rights, easements or privileges reserved or established in this Declaration for the benefit of Declarant, any Lot or Lot Owner, or the holder of any Mortgage, irrespective of when executed, given by Declarant or any Owner encumbering any Lot or other property located within the Community.); and
(iv) the right of the Association to dedicate or transfer all or any portion of the Common Property subject to any conditions agreed on by the members of the Association.
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -27-
(b) Except as otherwise provided herein, any Owner may delegate his or her right of use and enjoyment in and to the Common Property to the members of his or her family, tenants and guests. An Owner shall be deemed to have made a delegation of all these rights to the Occupants of the Owner's Lot, if leased.
Section 3. Easements for Utilities. There is reserved to the Declarant, Approved Builders, and the Association blanket easements upon, across, above, and under all property within the Community for access, ingress, egress, installation, repairing, replacing, and maintaining (a) all utilities serving the Community or any portion of the Common Property, including, but not limited to, gas, water, sanitary sewer, telephone and electricity, (b) water runoff and storm drainage systems, and (c) any other services such as, but not limited to, a master television antenna system, cable television system, or security system which may be installed to serve the Community. It shall be expressly permissible for the Declarant, the Association, or the designee of either, to do or to authorize the installation, repairing, replacing, and maintaining of the wires, conduits, cables, and other equipment related to providing any such utility or service. Should a party furnishing any such utility or service request a specific license or easement by separate recordable document, the Declarant or Board, as applicable, shall have the right to grant such easement.
Section 4. Easement for Entry. In addition to the right of the Board to exercise self-help as provided in Article XTV, Section 2, the Board shall have the right, but not the obligation, to enter upon any property within the Community for emergency, security, and safety reasons. This right may also be exercised by the agents of the Association, and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their duties. Except in an emergency situation, entry shall be only during reasonable hours and after notice to the Owner, and the entering party shall be responsible for any damage caused. The Board shall have the right to enter to cure any condition that may increase the possibility of a fire, slope erosion, or other hazard if an Owner or Occupant does not cure the condition after request by the Board and in such event, the Owner shall be obligated to reimburse the Association for the cost of curing such condition and the Association may charge such cost to the Lot, as a special assessment in accordance with Article IV, Section 6 (Special Assessments) herein. For purposes of this Section, a water or other utility leak, fire, strong foul odor, obvious insect infestation, or sounds indicating that a person or animal might be injured or sick and require immediate medical attention shall be considered emergencies justifying immediate entry onto any Lot. The failure to exercise the rights herein or to exercise said rights in a timely manner shall not create liability to any of the above-referenced parties, it being agreed that no duty to enter a property shall exist.
Section 5. Easement for Maintenance. Declarant expressly reserves a perpetual easement for the benefit of the Association across such portions of the Community, determined in the sole discretion of the Association, as are necessary to allow for the maintenance required pursuant to this Declaration. This maintenance shall be performed with a minimum of interference to the quiet enjoyment of a Lot.
Section 6. Easement Over Streets. Every Owner and Occupant and his or her tenants, guests, invitees, agents, and contractors shall have an easement over, on and to the roads, streets, and paved areas in the Community for access to and ingress and egress to and from his or her Lot.
Public in General. The easements and rights created in this Article do not, are not intended to, and shall not be construed to create any easements or rights in or for the benefit of the general public; provided, however, that nothing set forth herein shall ia aay way limit or restrict any existing easements or rights already granted to the public as such easements or rights are previously recorded in the Walton County, Georgia records or which may exist in favor of property owners adjoining the Community. The Board of Directors hereby reserves the right to close temporarily, to the extent reasonably practicable,
imanage_481559_4.DOC (12367.005) (Bradley Gin Subdiviston) -28-
upon fifteen (15) days prior written notice (which mày be given by posting in conspicuous locations upon the relevant portion of the Community), all or any portion of the Community which, in the reasonable opinion of the Board, may be legally necessary to prevent a dedication thereof, or any accrual of any rights created in this Declaration. therein, in the general public or in any Person other than the Persons for which such easements are expressly
Article XIV
General Provisions
out in the Declaration. The Board of Directors shall have the authority to make, modify, repeal, and enforce Enforcement. The Community shall be used only for those uses and purposes set reasonable rules and regulations governing the conduct, use, and enjoyment of Lots and the Common Property; provided, copies of all such rules and regulations shall be furnished to all Owners and Occupants. Any rule or regulation may be repealed by the affirmative vote or written consent of a Majority of the total comply with the Declaration, Bylaws, and rules and regulations of the Association, and any lack of Association vote at an annual or special meeting of the membership. Every Owner and Occupant shall compliance therewith shall entitle the Association and, in an appropriate case, one or more aggrieved Lot Owner's Lot, and to suspend an Owner's right to vote or to use the Common Property for violation of any The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the provided, however, nothing herein shall authorize the Association or the Board to limit ingress and egress to duty imposed under the Declaration, these Bylaws, or any rules and regulations duly adopted hereunder; regulation and a fine is imposed, notice of such violation shall be sent to the Owner and Occupant, and the or from a Lot. In the event that any Occupant of a Lot violates the Declaration, Bylaws, or a rule or fine shall first be assessed against such Occupant; provided, however, if the fine is not paid by the Occupant the fine shall be an assessment and a lien against the property until paid. The failure of the Board to enforce within the time period set by the Board, the Owner shall pay the fine upon notice from the Association, and of the Board to do so thereafter. any provision of the Declaration, Bylaws, or any rule or regulation shall not be deemed a waiver of the right Common Property (provided, however, if aa Owner is shown on the books or management accounts of the The Board shall not impose a fine, suspend the right to vote, or suspend the right to use the the right to vote and the right to use the Common Property shall be automatic); unless and until the Association to be more than thirty (30) days delinquent in any payment due the Association, suspension of Association has sent or delivered written notice to the violator as provided in subsection (a) below. Any such fine or fines may be effective or commence upon the sending of such notice or such later date as may be set forth in such notice, notwithstanding the violator's right to request a hearing before the Board to
(a) Notice. If any provision of the Declaration, Bylaws, Design Guidelines or any rule or regulation of the Association is violated, the Board shall send the violator written notice identifying the Board to contest the violation or fine(s) or to request reconsideration of the fine(s). Fine(s) may be effective violation and fine(s) being imposed and advising the violator of the right to request a hearing before the or commence upon the sending of such notice or such later date specified in such notice, notwithstanding the violator's right to request a hearing before the Board to challenge the fine. In the event of a continuing imposed on a per diem basis without further notice to the violator. violation, each day the violation continues or occurs again constitutes a separate offense, and fines may be
imanage_481559_4,DOC (12367.005) (Bradley Gin Subdivision) -29-
(0) Hearing. If a written request for hearing is received from the violator within ten (10) days of the date of the violation notice provided above, then the Board shall schedule and hold in executive session a hearing affording the violator a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. The Board may establish rules of conduct for such hearing, which may include limits on time and on the number of participants who may be present at one time.
Section 2.. Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Board may elect to enforce any provision of the Declaration, the Bylaws, or the rules and regulations by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity for compliance with the procedure set forth in Section 1 of this Article. In any such action, to the maximum extent permissible, the Owner or Occupant responsible for the violation for which abatement is sought shall pay all costs, including reasonable attorney's fees actually
• The Association or its duly authorized agent shall have the power to enter a Lot or upon any portion of the Common Property to abate or remove, using such force as may be reasonably necessary, any structure, thing or condition which violates the Declaration, the Bylaws, or the rules and regulations; provided, however, written notice shall be given to the Owner of the Lot at least two (2) days prior to the time that any items of construction are altered or demolished. All costs of self-help, including reasonable attorney's fees, shall be assessed against the violating Lot Owner and shall be collected as provided herein for the collection of assessments. Furthermore, the Board of Directors shall have the authority to record in the Walton County, Georgia land records notices of violation of the provisions of the Declaration, the Bylaws, Design Guidelines and rules and regulations.
Section 3. Duration. The covenants and restrictions of this Declaration shall run with and bind the Property, and shall inure to the benefit of and shall be enforceable by the Association or any Owner, their respective legal representatives, heirs, successors, and assigns, perpetually to the extent permitted by law. However, so long as Georgia law limits the period during which covenants restricting lands to certain uses may run, any provision of this Declaration affected by the law shall run with and bind the land so long as permitted by the law, after which time the provisions shall be automatically extended for successive periods of twenty (20) years, unless at least sixty-six and two-thirds percent (66 2/3%) of the record Owners execute an agreement to prevent renewal of the covenants and such agreement is recorded and an attorney's affidavit confirming ownership of the Lots or such other requirement as provided in O.C.G.A. § 44-5-60. A. written instrument reflecting termination must be recorded within two (2) years prior to the expiration of the initial twenty (20) year period or any subsequent twenty (20) year period. Every purchaser or grantee of any interest (including, without limitation, a security interest) in any real property subject to this Declaration, by acceptance of a deed or other conveyance, agrees that provisions of this Declaration may be extended and renewed as provided in this Section.
Section 4. Amendment. This Declaration may be amended unilaterally at any time and from time to time by Declarant (a) if an amendment is necessary to bring any provision into compliance with any applicable governmental statute, rule, or regulation or judicial determination with which it is in conflict; (b) if an amendment is necessary to enable any reputable title insurance company to issue title insurance coverage with respect to the property subject to this Declaration; (c) if an amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable the lender or purchaser to make or purchase Mortgage loans on the property subject to this Declaration; or (d) if an amendment is necessary to enable any governmental agency or reputable private insurance company to
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -30-
insure or guarantee Mortgage loans on the property subject to this Declaration, However, any such amendment shall not adversely affect the title to any Owner's Lot unless the Owner consents to the amendment in writing. Further, so long as Declarant has the right unilaterally to subject Additional Property to this Declaration as provided in Article XI, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially adversely affect the substantive rights of any Owner, nor shall it adversely affect title to any Lot without the consent of the affected Owner.
In addition to the above, this Declaration may be amended upon the affirmative vote or written consent, or any combination of affirmative vote and written consent, of Owners holding at least two-thirds (2/3) of the Total Association Vote and the consent of the Declarant (so long as Declarant has an option unilaterally to subject additional property to this Declaration as provided in Article XI). Amendments to this Declaration shall become effective upon recordation, unless a later effective date is specified in the amendment. No provision of this Declaration which reserves, grants, or exempts special rights, easements, or exemptions to the Declarant or to any Approved Builder shall be amended or removed without the Declarant's or Approved Builder's prior written consent so long as the Declarant or Approved Builder owns any property in the Community, or which is subject to annexation to the Community, primarily for develop-
Security. THE ASSOCIATION OR THE DECLARANT MAY, BUT SHALL NOT BE REQUIRED TO, FROM TIME TO TIME, PROVIDE MEASURES OR TAKE ACTIONS WHICH DIRECTLY OR INDIRECTLY IMPROVE SAFETY IN THE COMMUNITY. HOWEVER, EACH OWNER, FOR HIMSELF OR HERSELF AND HIS OR HER TENANTS, GUESTS, LICENSEES, AND INVITEES ACKNOWLEDGES AND AGREES THAT NEITHER THE ASSOCIATION NOR THE DECLARANT IS A PROVIDER OF SECURITY AND NEITHER PARTY SHALL HAVE A DUTY TO PROVIDE SECURITY FOR THE COMMUNITY. FURTHERMORE, NEITHER THE DECLARANT NOR THE ASSOCIATION GUARANTEES THAT NON-OWNERS AND NON-OCCUPANTS WILL NOT GAIN ACCESS TO THE COMMUNITY AND COMMIT CRIMINAL ACTS NOR DOES THE DECLARANT OR THE ASSOCIATION GUARANTEE THAT CRIMINAL ACTS WILL NOT BE COMMITTED BY OTHER OWNERS OR OCCUPANTS. IT SHALL BE THE RESPONSIBILITY OF EACH OWNER TO PROTECT HIS OR HER PERSON AND PROPERTY, AND ALL RESPONSIBILITY TO PROVIDE SUCH SECURITY SHALL LIE SOLELY WITH EACH OWNER. NEITHER THE DECLARANT NOR THE ASSOCIATION SHALL NOT BE HELD LIABLE FOR ANY LOSS OR DAMAGE BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURITY OR INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN.
Dispute Resolution. Any Owner or Occupant must give written notice to the Board requesting a hearing with the Board and attend such hearing to discuss amicable resolution of any dispute before that Owner or Occupant files any lawsuit against the Association, the Board, any director or officer or any agent of the Association. The Owner or Occupant shall in such notice and at the hearing, make a good faith effort to explain the grievance to the Board and resolve the dispute in an amicable fashion, and shall give the Board a reasonable opportunity to address the Owner's or Occupant's grievance before filing suit. Upon receiving a request for a hearing, the Board shall give notice of the date, time, and place of the hearing to the person requesting the hearing. The Board shall schedule this hearing for a date no less than seven (7) nor more than twenty-one (21) days from the date of receipt of the notice of hearing by the person requesting the hearing.
Section 7. Partition. The Common Property shall remain undivided, and no Owner or any other Person shall bring any action for partition or division of the whole or any part of the Common
imanage_481559_4.DOC (12367.005)(Braaley Gin Subdivision) -31-
Property without the written consent of all Owners and all holders of all Mortgages encumbering any portion of the Community.
Section 8. Gender and Grammar. The singular, wherever used herein, shall be construed to feminine. mean the plural, when applicable, and the use of the masculine pronoun shall include the neuter and
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 to be severable. without the invalid provision or application, and to this end, the provisions of this Declaration are declared
Section 10. Captions. The captions of each Article and Section hereof, as to the contents of each Article and Section, are inserted only for convenience and are in no way to be construed as defining limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer.
Section 11. Perpetuities. If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England.
Section 12. Indemnification. In accordance with the Georgia Nonprofit Corporation Code, and to the full extent allowed by Georgia law, the Association shall indemnify every person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association), by reason of the fact that such person is or was serving as a director, officer, or committee member of the Association; against any and all expenses, including attorney's fees, imposed upon or reasonably incurred in connection with any action, suit, or proceeding, if such person acted in a manner reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. indemnification shall be made by the Association only as authorized in a specific case upon a determination Any that indemnification of the person is proper under the circumstances.
Section 13. Construction and Sale Period. Notwithstanding any provisions contained in this Declaration, the Bylaws, Articles of Incorporation, rules and regulations, Design Guidelines, and any amendments, so long as there is development and construction related to the initial sale of residences constructed in the Community and so long as Declarant has the right to add Additional Property to the Community in accordance with Article XI hereof, it shall be expressly permissible for Declarant and any Approved Builder to maintain and carry on, upon such portion of the Community as Declarant or any Approved Builder may deem necessary, such facilities and activities as in the sole opinion of Declarant or any Approved Builder may be required, convenient, or incidental to Declarant's or any Approved Builder's development, construction, and sales activities related to property described on Exhibit "A" and Exhibit "B' to this Declaration, including without limitation the following:
(a) the right of access, ingress, and egress for vehicular and pedestrian traffic over, under, on, or in the Community;
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -32-
(b) the right to tie into any portion of the Community with driveways, parking areas, and walkways;
the right to tie into and/or otherwise connect and use (without a tap-on or any other fee for so doing), replace, relocate, maintain, and repair any device which provides utility or similar services including, without limitation, electrical, telephone, natural gas, water, sewer, and drainage lines and facilities constructed or installed in, on, under, and/or over the Community;
(a) the right to carry on sales and promotional activities in the Community; and the right to construct and operate business offices, signs, construction trailers, residences, model residences, and sales offices. Declarant and any Approved Builder may use residences, offices, or other buildings owned or leased by Declarant or an Approved Builder as model residences and sales offices and may also use recreational facilities available for use by the Community as a sales office without charge.
Rights exercised pursuant to such reserved easement shall be exercised with a minimum of interference to the quiet enjoyment of affected property, reasonable steps shall be taken to protect such property, and damage shall be repaired by the Person causing the damage at its sole expense. This Section shall not be amended without the Declarant's express written consent so long as the Declarant or an Approved Builder owns any property in the Community, or which is subject to annexation to the
Section 14. Contracts Executed During Declarant Control. All contracts or leases executed by or on behalf of the Association during the Declarant Control Period shall contain a termination clause permitting the Association to terminate the contract or lease at any time, without cause and without penalty, upon not more than ninety (90) days' written notice.
Section 15. Financial Review, A review of the accounts of the Association shall be made annually in the manner as the Board of Directors may decide; provided, however, after having received the Board's reviewed financial statement at the annual meeting, by a Majority of the Association vote present, or represented by proxy, the Owners may require that the accounts of the Association be audited as a Common Expense by a public accountant. Upon written request of any institutional holder of a first Mortgage and upon payment of all necessary costs, such holder shall be entitled to receive a copy of an audited financial statement within ninety (90) days of the date of the request.
Sale of Lots. An Owner intending to make a transfer or sale of a Lot or any ansfer or sale of a Le fy day interest in a Lot shall give written notice to the Board of Directors of such intention within seven (7) days after execution of the transfer or sales documents. The Owner shall furnish to the Board as part of the notice (a) the name and address of the intended grantee; and (b) such other information as the Board may reasonably require. This Paragraph shall not be construed to create a right of first refusal in the Association
Within seven (7) days after receiving title to a Lot, the purchaser of the Lot shall give written notice to the Board of Directors of his or her ownership of the Lot. Upon failure of a Owner to give the required notice within the seven (7) day time period provided herein, the Board may levy fines against the Lot and the Owner thereof, and assess the Owner for all costs incurred by the Association in determining his or her
Section 17. Agreements. Subject to the prior approval of Declarant (so long as the Declarant has an option to unilaterally subject Additional Property to this Declaration as provided in Article XI) all agreements and determinations, including settlement agreements regarding litigation involving the
imanage_481559_4.DOC (12367,005) (Bradley Gin Subdivision) -33-
Association, lawfully authorized by the Board of Directors shall be binding upon all Owners, their heirs, legal representatives, successors, assigns, and others having an interest in the Community or the privilege of possession and enjoyment of any part of the Community,
Section 18. Implied Rights. The Association may exercise any right or privilege given to it every other right or privilege reasonably to be implied from the existence of any right or privilege given to it expressly by this Declaration, the Bylaws, the Articles of Incorporation, any use restriction or rule, and or reasonably necessary to effectuate the right or privilege.
Variances. Notwithstanding anything to the contrary contained in this Declaration, the Declarant, as long as it owns a Lot for sale within the Community, and the Board of Directors or its designee shall be authorized, but not required, in its sole discretion to grant individual variances from any of the provisions of this Declaration, the Bylaws, and any rule, regulation, or use restriction promulgated pursuant thereto, if it determines that waiver of application or enforcement of the provision in a particular case would not materially harm other Owners or negatively affect other Owners' quality of life in the
Section 20. Disclosures. Each Owner and Occupant acknowledge the following:
(a) The Community is located adjacent to thoroughfares that may be affected by traffic and noise from time to time and may be improved and/or widened in the future.
The natural light available to and views from the dwelling on a Lot may change landscaping. over time due to, among other circumstances, additional development and the removal or addition of
(c) No representations are made regarding the zoning of adjacent property, or that the category to which adjacent property is zoned may not change in the future.
(a) No representations are made regarding the schools that currently or may in the future serve the Community.
objectionable, it is acknowledged that there may be conditions outside of the Community that an Owner or Since in every community, there are conditions that different people may find Occupant may find objectionable and that it shall be the sole responsibility of the Owners and Occupants to become acquainted with community conditions that could affect the Community.
Declarant may be constructing portions of the Community and engaging in other construction activities related to the construction of Common Property and additional phases of the Community. Such construction activities may, from time to time, produce certain conditions in the Community, including, without limitation: (A) noise or sound that is objectionable because of its volume, duration, frequency or shrillness; (B) smoke; (C) noxious, toxic, or corrosive fumes or gases; (D) obnoxious odors; (E) dust, dirt or flying ash; (F) unusual fire or explosion hazards; (G) temporary interruption of utilities; and/or (H) other conditions that may threaten the security or safety of Persons on the Community. Notwithstanding the foregoing, all Owners and Occupants agree that such conditions on the Community resulting from renovation and construction activities shall not be deemed a nuisance and shall not cause Declarant and its agents to be deemed in violation of any provision of the Declaration.
(g) Declarant shall not be responsible for responding to or taking any affirmative action on behalf of the Association or an individual member of the Association to mitigate, alleviate, imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -34-
remedy or cure any off-site conditions that may directly impact the Community or any portion thereof, and such inaction by the Declarant shall not constitute a breach of fiduciary duty by the directors and officers of the Association that are appointed by the Declarant, pursuant to Article III, Part A, Section 2 of the Bylaws.
The Community is subject to the setback lines, easements and other matters shown on the plat recorded at Plat Book 98, Page 83, et seq., Walton County, Georgia records.
A portion of the property lies within a designated flood hazard area per Walton County F.I.R.M. Panel No. 13297C 0130 C, dated 02/16/05.
Section 21. Preparer. This Declaration was prepared by Seth G. Weissman and Ellen J. Fleming, Weissman, Nowack, Curry & Wilco, P.C., One Alliance Center, 4th Floor, 3500 Lenox Road, Atlanta, Georgia 30326.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
imanage_481559_4.DOC (12367.005)(Braaley Gin Subdivision) -35-
IN WITNESS WHEREOF, the undersigned officers of Bradley Gin Homeowners Association, Inc., hereby certify that the above amendment to the Original Declaration was duly adopted by the required majority of the Association, Owners, and Declarant, with any required notices duly given.
This 1F2 day of March → 200_6°
BRADLEY GIN HOMEOWNERS
ASSOCIATION, INC.
Sworn to and subscribed to before
me this 151 day of March 20060 By: _(Seal)
President
Elaine Sarago
Witness Attest: _(Seal)
Secretary
Duanne Lanas
Notary Public [CORPORATE SEAL]
[Notary Seal]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
imanage_481559_4.DOC (12367,005)(Bradley Gin Subdivision) -36-
[SIGNATURES CONTINUED FROM PRIOR PAGE]
IN WITNESS WHEREOF, the undersigned, being the duly appointed officer of Declarant, hereby certifies that this amendment to the Declaration of Covenants, Conditions and Restrictions for Bradley Gin ("Amendment') has been duly approved and Declarant approves and consents to this Amendment.
DECLARANT:
BRADLEY GIN ROAD, LLC,
a Georgia limited liability company
Meridian Development Corporation, a Georgia corporation
Its Sole Member
Name: Michael Pettit
Signed, sealed, and delivered this Title: Chief Financial Officer yof march → 2001. [CORPORATE SEAL]
Witness
Notary Public
My Commission Expires:
5-12-09
[NOTARY SEAL]
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
imanage_481559_4.DOC (12367.005)(Bradley Gin Subdivision) -37-
[SIGNATURES CONTINUED FROM PRIOR PAGE]
IN WITNESS WHEREOF, the undersigned Owner hereby approves and consents to this Amendment and has executed this instrument and affixed the corporate seal this |F7 day of March → 200k.
OWNER:
MERIDIAN HOMES AT BRADLEY GIN, LLC, a Georgia limited liability company, as owner of Lot numbers 1 through 50 and Estate Lots 1 through 7
By: Meridian Homes USA, Inc.
a Georgia corporation
Its Sole Member
By:
Name: Michael Pettit
Title: Chief Financial Officer
[CORPORATE SEAL]
Signed, sopaled) and delivered this day of March
Witness
Diantu Lanan
Notary Public
My Commission Expires:
5-17-09
[NOTARY SEAL]
amanage_481559_4.DOC (12367.005) (Bradley Gin Subdivision) -38-
EXHIBITIA"
Property Submitted
ALL THAT TRACT OR PARCEL OF LAND lying in Land Lot 228, 3rd District, Walton County, Georgia, and being comprised of 123.534 acres, more or less, as shown on that certain plat of survey prepared for Bradley Gin Road, LLC by Apalachee Land Surveying, Inc., Charles D. Norton, Georgia Registered Land Surveyor No. 2872, dated January 3, 2005, revised December 9, 2005, and recorded January 4, 2006 in Plat Book 98, Pages 83-85, Walton County, Georgia records.
EXHIBITiB"
Additional Property
ALL THAT TRACT OR PARCEL OF LAND Iying and being in Land Lots 215, 216, 227 and 228, 3rd District, Walton County, Georgia.
EXH BIT "C'
BYLAVE
OF
BRADLEY GIN HOMEOMNERS ASSOCIATION, INC
VEISSMAN, NOMACK, CURRY, & VELCO, P. C
Attorneys
One Alliance Center, 4"h Floor
3500 Lenox Road
Atlanta, Corgia 30326
(404) 926-4500
COPYRIGHT (c) 2006.
ALL RIGHTS RESERVED. THESE BYLAWS MAY BE USED ONLY IN CONNECTION WITH THE PROPERTY AT BRADLEY GIN SUBDIVISION AND THE OPERATION OF THE BRADLEY GIN HIOMEOWNERS ASSOCIATION, INC.
TABLE OF CONTENIS
Page
I. GENERAL
1. Applicability ...
2. Name....
3. Definitions..
4. Membership..
5. • Entity Members..
6. Voting...
7. Majority.. 1222 8. Purpose....
9. Electronic Documents and Signatures.
MEETINGS OF MEMBERS
1. First Meeting and Annual Meetings..
2. Special Meetings..
3. Notice of Meetings.
4. Waiver of Notice.. 333333+d 5. Quorum
6. Adjournment..
7. Proxy....
8. Action Taken Without a Meeting.
9. Order of Business. 4
BOARD OF DIRECTORS
A. Composition and Selection.
1. Composition and Eligibility
2. Directors Appointed by Declarant...
3. Number of Directors and Term of Office..
4. Removal of Members of the Board of Directors.
5. Vacancies...
6. Compensation..
7. Director Conflicts of Interest
8. Nomination..
9. Elections ... 6
B. Meetings.
1. Regular Meetings..
2. Special Meetings..
3. Waiver of Notice..
4. Conduct of Meetings.. 22999 5. Open Meetings...
6. Action Without a Meeting ..
481558_3 (12367.003)
Table of Contents (Continued)
Page C. Powers and Duties.
1. Powers and Duties.. 7 2. Management Agent
3. Borrowing.........
4. Liability and Indemnification of Officers and Directors.. 8
D. Committees.
1. New Construction Committee
and Modifications Committee 9 2. Other Committees ... 9 3. Service on Committees .... 9
IV. OFFICERS
1. Designation..
2. Election of Officers.. 9 3. Removal of Officers 9 4. Vacancies. 9 5. President. 9 6. Vice President
7. Secretary.. 10 8. Treasurer. 10 9. Other Officers. 10 10. Agreements, Contracts, Deeds, Leases, Etc. 10
V. RULE MAKING AND ENFORCEMENT
1. Authority and Enforcement..
2. Fining and Suspension Procedure..
3. Additional Enforcement Rights..
VL. MISCELLANEOUS
1. Notices.
2. Severability
3. Captions..
4. Gender and Grammar
5. Fiscal Year 12 6. Financial Review 12 7. Conflicts.. 13 8. Amendment
9. Books and Records
481558_3 (12367.003)
EXH BIT "C'
BYLAVE
CF
BRADLEY GIN HOMEOWNERS ASSOCIATION, INC
VEISSMAN, NOVACK, CURRY, & WELCO, P. C
Attorneys
One Alliance Center, 4" Floor
3500 Lenox Road
Atlanta, Corgi a 30326
(404) 926-4500
COPYRI GHI (c) 2006.
ALL RIGHTS RESERVED. THESE BYLAWS MAY BE USED ONLY IN CONNECTION WITH THE PROPERTY AT BRADLEY GIN SUBDIVISION AND THE OPERATION OF THE BRADLEY GIN HOMEOWNERS ASSOCIATION, INC.
BYLAVE
BRADLEY GIN HOMEOWNERS ASSOCIATION, INC
Article I
General
Applicability. These Bylaws provide for the self-government of Bradley Gin Homeowners Association, Inc., in accordance with the Articles of Incorporation filed with the Secretary of State and the Declaration of Covenants, Conditions and Restrictions for Bradley Gin, recorded in the Walton County, Georgia land records ("Declaration").
Section 2. Name. The name of the corporation is Bradley Gin Homeowners Association, Inc. ("Association).
Section 3. Definitions. The terms used herein shall have their generally accepted meanings or such meanings as are specified in Article I of the Declaration.
Section 4. Membership. An Owner of a Lot shall automatically become a member of the Association upon taking title to the Lot and shall remain a member for the entire period of ownership. As may be more fully provided below, a spouse or a cohabitant of a member may exercise the powers and privileges of the member. If title to a Lot is held by more than one (1) Person, the membership shall be shared in the same proportion as the title, but there shall be only one (1) membership and one (1) vote per Lot. Membership does not include Persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner's membership. Membership transferred only in connection with the transfer of title. shall be appurtenant to the Lot and shall be transferred automatically by conveyance of that Lot and may be
Section 5. Entity Members. In the event an Owner is a corporation, limited liability company, partnership, trust, or other legal entity not being a natural person or persons, then any natural person who is an officer, director, or other designated agent of such corporation, partner of such partnership, beneficiary or other designated agent of such trust, manager of a limited liability company or representative of such other legal entity shall be eligible to represent such entity or entities in the affairs of the Association. Such person's relationship with the Association shall terminate automatically upon the termination of such person's relationship with the entity or entities which are the Owner, and termination of the person's relationship with the Association will create a vacancy in any elected or appointed position within the these Bylaws. Association in which such person may have been serving and such vacancy will be filled in accordance with
Voting. Each Lot shall be entitled to one (1) equal vote, which vote may be cast by the Owner, the Owner's spouse, the cohabitant of the Owner, or by a lawful proxy as provided below. When more than one (1) Person owns a Lot, the vote for such Lot shall be exercised as they determine between or among them, but in no event shall more than one (1) vote be cast with respect to any Lot. If only one (1) co-owner attempts to cast the vote for a Lot, it shall be conclusively presumed that such co-owner is authorized on behalf of all co-owners to cast the vote for such Lot. In the event of disagreement between or 481558_3 (12367.003) - 1-
among co-owners and an attempt by two (2) or more of them to cast such vote or votes, such Persons shall not be recognized and such vote or votes shall not be counted. No Owner shall be eligible to vote, either in person or by proxy, if that Owner 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 or if the Owner has had its voting rights suspended for the infraction of any provision of the Declaration, these Bylaws, or any rule of the Association. If the voting rights of an Owner have been suspended, that Owner shall not be counted as an eligible vote for any purpose, including without limitation, establishing a Majority or a quorum.
Section 7. Majority: As used in these Bylaws, the term "Majority" shall mean those votes, Owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total number of eligible votes, Owners, or other group, respectively. Unless otherwise specifically stated, the words "Majority vote" mean more than fifty percent (50%) of those voting in person or by proxy. Except as otherwise specifically provided in the Declaration or these Bylaws, all decisions shall be by Majority vote.
Section 8. Purpose. The Association shall have the responsibility of administering the Community, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Community and performing all of the other acts that may be required to be performed by the Association pursuant to the Georgia Nonprofit Corporation Code and the Declaration, Except as to those matters which the Declaration or the Georgia Nonprofit Corporation Code specifically require to be performed by the vote of the Association membership, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth below.
Section 9. Electronic Documents and Signatures.
"written' or "in writing," the requirement is deemed satisfied by an Electronic Document. "Electronic Documents. Whenever these Bylaws require that a document, record or instrument be Document"' means information created, transmitted, received, or stored by electronic means and retrievable in human perceivable form, such as email, web pages, electronic documents, facsimile the grounds that they are electronic. transmissions, etc. Records, documents and instruments shall not be denied effect or validity solely on
(b) Signatures. Whenever these Bylaws require a signature, an electronic signature satisfies that requirement only if: (1) the signature is easily recognizable as a Secure Electronic Signature which is capable of verification, under the sole control of the signatory, and attached to the clectronic document in such a way that the document cannot be modified without invalidating the signature; or (2) the Board reasonably believes that the signatory affixed the signature with the intent to sign the Electronic Docurent, and that the Electronic Document has not been modified since the signature was affixed.
Verification and Liability for Falsification. The Board may require reasonable verification of any electronic signature, document, record or instrument. Pending verification, the Board may refuse to accept any electronic signature, document, record or instrument that, in the Board's sole discretion, is not clearly authentic. Neither the Board nor the Association shall be liable to any Member or any other Person for accepting or acting in reliance upon an electronic signature or Electronic Document which the Board reasonably believes to be authentic. Any Member or Person who negligently, recklessly or intentionally submits any falsified Electronic Document or unauthorized , and expenses incurred as a result of such acts. electronic signature shall fully indemnify the Association for actual damages, reasonable attorneys' fees
481558_3 (12367.003) -2-
Article II
Meetings of Members
First Meeting and Annual Meetings. An annual or special meeting shall be held within one (1) year from the date the Declaration is recorded. The regular annual meeting of the members shall be held during the first quarter of each year with the date, hour, and place to be set by the Board of Directors. No annual meeting of the Association shall be set on a legal holiday.
Section 2. Special Meetings. Special meetings of the members may be called for any purpose at any time by the President or Secretary, by request of any two (2) members of the Board of Directors, or upon written petition of Owners holding at least twenty-five percent (25%) of the Total Association Vote. Any such written petition by the members must be submitted to the Association's Secretary. The Secretary shall then verify that the required number of members have joined in the petition and shall submit all proper petitions to the Association's President. The President shall then promptly call a special meeting for the purpose stated in the petition setting the date, time and location of the meeting (which is not required to be the date, time or location requested in any petition submitted to the Association), and the Secretary shall send notice of the meeting in accordance with these Bylaws. Any special meeting called pursuant to written petition shall be set within thirty (30) days of the date of the petition.
Notice of Meetings. It shall be the duty of the Secretary to mail or deliver to each Owner of Lots of record or to the Lots a notice of each annual or special meeting of the Association at least twenty-one (21) days prior to each annual meeting and at least ten (10) days prior to each special meeting. The notice shall state the purpose of any special meeting, as well as the time and place where it is to be held. The notice of an annual meeting shall state the time and place of the meeting. If any Owner wishes notice to be given at an address other than his or her Lot, the Owner shall have designated by notice in writing to the Secretary such other address. The mailing or delivering of a notice of meeting in the manner provided in
Waiver of Notice. Waiver of notice of meeting of the Owners shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting of the Owners, either before, at, or after such meeting. Attendance at a meeting by an Owner, whether in person or represented by proxy, shall be deemed waiver by such Owner of notice of the time, date, and place thereof unless such Owner specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted at such meeting unless objection to lack of notice is raised before the business, of which proper notice was not given, is put to a
Quorum. Except as may be provided elsewhere, the presence of Owners, in person or by proxy, entitled to cast ten percent (10%) of the eligible votes of the Association shall constitute a quorum. Once a quorum is established for a meeting, it shall conclusively be presumed to exist until the meeting is adjourned and shall not need to be reestablished. Owners whose voting rights have been suspended pursuant to the Declaration or these Bylaws shall not be counted as eligible votes toward the
Adjournment. Any meeting of the Owners may be adjourned from time to time for periods not exceeding ten (10) days by vote of the Owners holding the Majority of the votes represented at such meeting, regardless of whether a quorum is present. Any business that could be transacted properly at the original session of the meeting may be transacted at a reconvened session, and no additional notice of
481558_3 (12367.003) -3-
Section 7. Proxy. Any member entitled to vote may do so by written proxy duly executed by the member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be signed, dated, and filed with the Secretary prior to the opening of the meeting for which it is to be used. Proxies may be delivered to the Board by personal delivery, U.S. mail or facsimile transmission to any Board member or the property manager. Proxies may be revoked only by written notice delivered to the secretary, except that: (a) the presence in person by the giver of a proxy at a meeting for which the proxy is given shall automatically invalidate the proxy for that meeting; and (b) a later dated proxy shall automatically be deemed to invalidate any previously given proxy. A proxy holder may not appoint a substitute proxy holder
Section 8. Action Taken Without a Meeting. In the Board's discretion, any action that may be taken by the Association members at any annual, regular, or special meeting may be taken without a meeting if the Board delivers a written consent form or written ballot to every member entitled to vote on the matter.
(a) Ballot. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the Board in order to be counted. A written ballot may not be revoked. The Association shall maintain such ballots in its file
(b) Written Consent. Approval by written consent shall be valid only when the number of written consents setting forth the actions taken is received and equals or exceeds the requisite majority of the voting power required to pass such action at a meeting held on the date that the last consent is executed and such action is consented to by the Declarant, if required. Executed written consents shall be included in the minutes or filed with the Association's records. If an action of the members is approved by written consent hereunder, the Board shall issue written notice of such approval to all members who did not sign written consents. Membership approval shall be effective ten (10) days after written notice is issued; provided, however, if the consent is to an amendment to the Declaration or Bylaws which must be recorded, the effective date shall be no earlier than the date of recording of such amendment.
Order of Business. At all meetings of the Association, Roberts Rules of Order (latest edition) shall govern when not in conflict with the Declaration, these Bylaws or the Articles of Incorporation, unless the Owners present at a particular meeting vote to suspend Robert's Rules at that
Article III
Board of Directors
A. Composition and Selection.
Section 1. Composition and Eligibility. The affairs of the Association shall be governed by a Board of Directors. Except for directors appointed by the Declarant hereunder, the directors shall be 481558_3 (12367.003) - 4-
Owners or spouses or cohabitants of such Owners; provided, however, no Owner and his or her spouse or cohabitant may serve on the Board at the same time, and no co-owners may serve on the Board at the same time. Except for directors appointed by the Declarant, all directors must reside in the Community. No persons shall be eligible to be elected to or continue to serve on the Board of Directors if they are shown on the books and records of the Association to be more than sixty (60) days delinquent in the payment of any assessment or charge by the Association. Directors shall not be eligible to serve more than three (3) consecutive two (2) year terms without first resigning from the Board for a time period which shall be the lesser of: (a) one (1) year; or (b) the period of time from the end of one (1) annual meeting of the Association to the beginning of the next annual meeting of the Association.
Section 2. Directors Appointed by the Declarant. Notwithstanding anything to the contrary herein, Declarant shall have exclusive authority to appoint and remove directors and officers until the earlier of: (1) fifteen (15) years after the recording of the Declaration, (2) unless Declarant at that time has an of the Lots shall have been conveyed to Persons who have not purchased such Lots for the purpose of unexpired option to add Additional Property, the date as of which Lots to which seventy-five percent (75%) construction of a residence and resale of such Lot and residence, or (3) the surrender in writing by Declarant of the authority to appoint and remove officers and directors of the Association.
Section 3. Number of Directors and Term of Office. During the Declarant Control Period, the Board shall consist of three (3) person(s). Not later than thirty (30) days after termination of the Declarant Control Period, the Association shall call a meeting to be held at which Owners shall elect three (3) directors. If such meeting is not the annual meeting, the directors elected shall serve until the next annual meeting. At the first annual meeting after Declarant has surrendered control of the Association, if three (3) directors are elected, the two (2) directors receiving the highest number of votes shall be elected for terms of two (2) years each and the remaining director shall be elected for terms of one (1) year each At each annual meeting thereafter, a successor shall be elected to serve for a term of two (2) years. The members of the Board of Directors shall hold office until their respective successors shall have been elected by the Association.
Section 4. Removal of Members of the Board of Directors. At any annual or special meeting of the Association duly called, any one or more Board members, except for directors appointed by Declarant hereunder, may be removed with or without cause by a Majority of the Total Association Vote to elect said director and a successor may then and there be elected to fill the vacancy thus created, Further, any director who is more than sixty (60) days past due in the payment of any assessment or charge shall be automatically removed from the Board of Directors, even if the director subsequently pays the amount owed, and the vacancy shall be filled as provided in Section 5 below. Any director who has had three (3) consecutive unexcused absences from regularly scheduled Board meetings may be removed by the vote of a Majority of the other directors. Any director whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting to consider his or her removal and the purpose thereof and shall be given
Vacancies. Vacancies in the Board caused by any reason, except the removal of a director by vote of the membership or by Declarant, shall be filled by a vote of the Majority of the remaining directors, even though less than a quorum, at any meeting of the Board of Directors. The successor so selected shall hold office for the remainder of the term of the director being replaced. Notwithstanding anything to the contrary herein, any director who is an officer, director or other designated agent of an entity member and whose position becomes vacant for any reason, may be replaced by the entity who is the Owner unless there has been a transfer of ownership of the Lot, in which case, the vacancy shall be filled by the remaining directors, even if less than a quorum at any meeting of the directors.
481558_3 (12367.003)
Section 6. Compensation. Directors shall not be compensated for services as such unless and reimbursed for the expenses incurred in carrying out their duties as directors upon approval of such only to the extent that compensation is authorized by a Majority vote of the members. Directors may be expenses by the Board of Directors.
Section 7. Director Conflicts of Interest. Nothing herein shall prohibit a director from entering into a contract and being compensated for services or supplies furnished to the Association in a capacity other than as director, provided that the director's interest is disclosed to the Board and the contract is approved by a Majority of the directors who are at a meeting of the Board of Directors at which a quorum is present, excluding the director with whom the contract is made. The interested director shall not count for purposes of establishing a quorum of the Board. The interested director shall be entitled to be present at any meeting at which the proposed contract is discussed but shall not be entitled to discuss the proposed contract during the discussion. Notwithstanding anything herein, the directors, during the period of Declarant control, shall be authorized on behalf of the Association to enter into contracts with the Declarant and its affiliates as set forth in the Declaration.
directors shall be nominated from the floor and may also be nominated by a nominating committee, if such a Section 8. Nomination. Except with respect to directors appointed by Declarant, elected committee is established by the Board.
Section 9. Elections. All members of the Association eligible to vote shall be entitled to cast their entire vote for each directorship to be filled. There shall be no cumulative voting. The directorships for election of Board members shall be by written ballot (unless dispensed by unanimous consent at such for which elections are held shall be filled by that number of candidates receiving the most votes. Voting meeting at which such voting is conducted).
B. Meetings.
Section 1. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by the Board. The newly elected Board shall meet within ten (10) days after each annual meeting of the membership.
Section 2. Special Meetings. Special meetings of the Board may be called by the President on two (2) days notice to each director given by regular first class or electronic mail, in person, by telephone, or by facsimile transmission, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board shall be called by the President, Vice President, Secretary, or Treasurer in like manner and on like notice on the written request of at least two (2) directors.
Section 3. Waiver of Notice. Any director may, at any time, in writing, waive notice of any by a director at any meeting of the Board shall also constitute a waiver of notice by him or her of the time meeting of the Board, and such waiver shall be deemed equivalent to the giving of such notice. Attendance and place of such meeting. If all directors are present at any Board meeting, no notice shall be required and any business may be transacted at such meeting.
of Directors and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings. A Majority of directors shall constitute a quorum for the transaction of business. One (1) or more directors who participate in a meeting by means of telephone or electronic communication shall be deemed present and in attendance for all purposes at such meeting, provided all persons participating in the meeting can hear each 481558_3 (12367.003) -6-
other.
Section 5. Open Meetings. All meetings of the Board shall be open to all members, but members other than directors may not participate in any discussion or deliberation unless expressly so authorized by the Board. Notwithstanding the above, the Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
Section 6. Action Without a Meeting. Any action by the Board required or permitted to be taken at any meeting may be taken without a meeting if a Majority of the directors consent to such action in writing, sent via hand delivery, regular first class or electronic mail or facsimile. Such consents must describe the action taken and be signed by no fewer than a Majority of the directors and such consents shall be filed with the minutes of the Board of Directors.
Powers and Duties.
Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Community and may do all such acts and things as are not by the Declaration, the Articles of Incorporation, or these Bylaws directed to be done and exercised exclusively by the members. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and shall be responsible for the following, in the way of explanation, but not limitation:
(a) preparation and adoption of an annual budget, in which there shall be established the contribution of each Owner to the Common Expenses;
(b) making assessments to defray the Common Expenses, establishing the means and methods of collecting such assessments, and establishing the period of payments of the annual assessment;
(c) providing for the operation, care, upkeep, and maintenance of all of the Area of Common Responsibility as defined in the Declaration;
designating, hiring, and dismissing the personnel necessary for the operation of the Association and the maintenance, repair, and replacement of the Area of Common Responsibility and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties;
collecting the assessments, depositing the proceeds thereof in a financial depository or institution which it shall approve, or otherwise investing the proceeds in accordance with any limitations set forth in O.C.G.A. § 14-3-302, and using the proceeds to administer the Association;
making and amending rules and regulations and imposing sanctions for violation thereof, including, without limitation, monetary fines;
opening of bank or other financial accounts on behalf of the Association and designating the signatories required;
making or contracting for the making of repairs, additions, and improvements to, or alterations of the Area of Common Responsibility in accordance with the other provisions of the
481558_3 (12367.003) -7-
Declaration and these Bylaws, after damage or destruction by fire or other casualty;
(J) enforcing by legal means the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bringing any proceedings that may be instituted on behalf of or against the Owners concerning the Association;
obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;
(k) paying the costs of all services rendered to the Association or its members and not directly chargeable to specific Owners;
keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; and
Board shall have the power to enter into common management agreements with trusts, condominium (m) contracting with any Person for the performance of various duties and functions. The associations, or other associations or corporations. Any and all functions of the Association shall be fully transferable by the Board, in whole or in part, to any other entity.
professional management agent or agents, at a compensation established by the Board, to perform such Section 2. Management Agent. The Association may, but shall not be required to, hire a duties and services as the Board of Directors shall authorize. The Board shall use reasonable efforts in any and without penalty, upon no more than thirty (30) days written notice. No management contract shall have management contract to provide for termination of such contract by the Association with or without cause a term in excess of one (1) year.
Section 3. Borrowing, Except as may be set forth in the Declaration, the Board of Directors shall have the power to borrow money for the purpose of maintenance, repair, restoration, or improvement of the Area of Common Responsibility without the approval of the members of the Association. The Board shall also be authorized to borrow money for other lawful purposes with the approval of a Majority of the Total Association Vote.
Section 4. Liability and Indemnification of Officers, Directors and Committee Members. The and committee members appointed by Declarant during the period of Declarant control) against any and all Association shall indemnify every officer, director, and committee member (including directors, officers, expenses, including attorney's fees, reasonably incurred by or imposed upon such officer, director or committee member in connection with any action, suit, or other proceeding (including settlement of any such action, suit, or proceeding, if approved by the then Board of Directors) to which he or she may be made a party by reason of being or having been an officer, director or committee member, whether or not such limitations below. The officers, directors and committee members shall not be liable for any mistake of person is an officer, director or committee member at the time such expenses are incurred subject to the judgment, negligent or otherwise, or for injury or damage caused by any such officer, director or committee member in the performance of his or her duties, except for his or her own individual willful misfeasance or member, shall not impute knowledge to said director, officer or committee member from any source malfeasance. The Association, in determining whether or not to indemnify a director, officer or committee whatsoever; rather, any such determination shall be based on the actual knowledge of the director, officer or committee member. The officers, directors and committee members shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association 481558_3 (12367.003) -8-
(except to the extent that such officers, directors and committee members may also be members of the Association), and the Association shall indemnify and forever hold each such officer, director or committee member free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to The which any officer, director or committee member or former officer or director may be entitled. Association shall maintain, as a Common Expense, adequate general liability and, if obtainable, officers' and directors' liability insurance to fund this obligation, and the insurance shall be written as provided in the Declaration.
D. Committees.
Section 1. New Construction Committee and Modifications Committee. The Board shall establish a New Construction Committee and Modifications Committee for the purpose of establishing and maintaining appearance standards in the Community as provided in the Declaration.
Section 2. Other Committees. There shall be such other committees as the Board shall determine with the powers and duties that the Board shall authorize.
Section 3. Service on Committees. Unless otherwise provided in these Bylaws, the Declaration, or in the resolution authorizing a particular committee, the members of any committee shall be appointed by the President and shall serve at the pleasure of the Board of Directors. Any committee member may be removed with or without cause at any time and with or without a successor being named.
Article IV
Officers
Section 1. Designation. The principal officers of the Association shall be the President, the Secretary and the Treasurer, all or any of which may be the same person. A Vice President may be elected at the discretion of the Board.
Section 2. Election of Officers. The Association officers shall be elected annually by the Board at the first Board meeting following each annual meeting of the members and shall hold office at the pleasure of the Board and until a successor is elected.
Section 3. Removal of Officers. Upon the affirmative vote of a Majority of the members of the Board, any officer may be removed, either with or without cause, and a successor may be elected.
Section 4. Vacancies. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board for the unexpired portion of the term.
Section 5. President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the members and of the Board. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation Code, including, but not limited to, the power to appoint committees from among the members from time to time as he or she may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.
Section 6. Vice President. The Vice President, if any, shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting.
481558_3 (12367.003) -9-
Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all duties incident to the office of the secretary of a corporation organized under Georgia law.
Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall be responsible for the preparation of the budget as provided in the Declaration. The Treasurer may delegate all or a part of the preparation and notification duties associated with the above responsibilities to a
Section 9. Other Officers. Other offices may be created by the Board, and the Board members that hold such offices shall have such titles and duties as are defined by the Board.
Section 10. Agreements, Contracts, Deeds, Leases, Etc. All agreements, contracts, deeds, leases, checks, promissory notes, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.
Article V
Rule Making and Enforcement
Authority and Enforcement. The Community shall be used only for those uses and purposes set out in the Declaration. The Board of Directors shall have the authority to make, modify, repeal and enforce reasonable rules and regulations governing the conduct, use, and enjoyment of Lots and the Area of Common Responsibility; provided, however, copies of all such rules and regulations shall be furnished to all Owners and Occupants. Any rule or regulation may be repealed by the affirmative vote or written consent of a Majority of the Total Association Vote and the consent of the Declarant so long as the Declarant has the right to appoint and remove directors, at an annual or special meeting of the membership. Every Owner and Occupant shall comply with the Declaration, Bylaws and rules and regulations of the Association, and any lack of compliance therewith shall entitle the Association and, in an appropriate case, one (1) or more aggrieved Lot Owners, to take action to enforce the terms of the Declaration, Bylaws or
The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the Owner's Lot, and to suspend an Owner's right to vote or to use the Common Property for violation of any duty imposed under the Declaration, these Bylaws, or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize the Association or the Board to limit ingress and egress to or from a Lot. In the event that any Occupant of a Lot violates the Declaration, Bylaws, or a rule or regulation and a fine is imposed, notice of such violation shall be sent to the Owner and Occupant, and the fine shall first be assessed against such Occupant; provided, however, if the fine is not paid by the Occupant within the time period set by the Board, the Lot Owner shall pay the fine upon notice from the Association, and the fine shall be an assessment and a lien against the Lot until paid. The failure of the Board to enforce any provision of the Declaration, Bylaws, or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter.
Section 2. Fining and Suspension Procedure. The Board shall not impose a fine, suspend the right to vote or suspend the right to use the Common Property (provided, however, if an Owner is shown on
• 481558_3 (12367.003) -10-
the books or management accounts of the Association to be more than sixty (60) days delinquent in any payment due the Association, suspension of the right to vote and the right to use the Common Property shall provided in subsection (a) below. Any such fine or fines may be effective or commence upon the sending of be automatic), unless and until the Association has sent or delivered written notice to the violator as such notice or such later date as may be set forth in such notice, notwithstanding the violator's right to request a hearing before the Board to challenge such fine under subsection (b) below.
Notice. If any provision of the Declaration or Bylaws or any rule or regulation of the Association is violated, the Board shall send the violator written notice identifying the violation and fine(s) being imposed and advising the violator of the right to request a hearing before the Board to contest the violation or fine(s) or to request reconsideration of the fine(s). Fine(s) may be effective or commence upon the sending of such notice or such later date specified in such notice, notwithstanding the violator's right to request a hearing before the Board to challenge the fine. In the event of a continuing violation, each day the violation continues or occurs again constitutes a separate offense, and fines may be imposed on a per diem basis without further notice to the violator.
Hearing. If a written request for hearing is received from the violator within ten (10) days. of the date of the violation notice provided above, then the Board shall schedule and hold in executive session a hearing affording the violator a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. The Board may establish rules of conduct for such hearing, which may include limits on time and on the number of participants who may be present at
Section 3. Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Board may elect to enforce any provision of the Declaration, the Bylaws, or the rules and regulations by self-help (specifically including, but not limited to, towing of vehicles that are in violation of the parking rules and regulations or performing maintenance on any Lot upon a failure by the Lot Owner to so do) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without 12333 the necessity for compliance with the procedure set forth in Section 2 of this Article, In any such action, to the maximum extent permissible, the Owner or Occupant responsible for the violation for which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.
The Association or its duly authorized agent shall have the power to enter a Lot or upon any portion of the Common Property to abate or remove, using such force as may be reasonably necessary, any structure, thing or condition which violates the Declaration, the Bylaws, or the rules and regulations; provided, however, written notice shall be given to the Owner of the Lot at least two (2) days prior to the time that any items of construction are altered or demolished. All costs of self-help, including reasonable attorney's fees, shall be assessed against the violating Lot Owner and shall be collected as provided herein for the collection of assessments.
Miscellaneous
Section 1. Notices.
Method of Giving Notice. Unless otherwise prohibited in these Bylaws, all notices, demands, bills, statements, or other communications shall be in writing and shall be given:
Personal delivery to the addressee; or
Personal delivery to the addressee; or
481558 _3 (12367.003) - 11-
(111) Via United States mail, first class, postage prepaid; or
(iv) Via electronic mail; or
(V) Via facsimile; or
(vi) Via a secure web site, provided that notice shall be deemed given via web site only upon proof that the addressee has retrieved the message.
(b) Addressee. Notice sent by one of the methods described in Section 1, subparagraph (a) shall be deemed to have been duly given:
If to an Owner, at the address, electronic mail address or facsimile number which the Owner has designated in writing and filed with the Secretary, or if no such address has been designated, at the address of the Lot of such Owner;
(11) If to an Occupant, to the electronic mail address or facsimile number which the Occupant has designated in writing, or if no such address has been designated, at the address of the residence located on a Lot; or
If to the Association, the Board or the managing agent, at the postal address, facsimile or electronic mail address of the principal office of the Association or the managing agent, if any, or at such other address as shall be designated in writing and filed with the Secretary.
Section 2. Severability. The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of these Bylaws or the Declaration.
Section 3. Captions. The captions herein are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope of these Bylaws or the intent of any provision thereof.
Section 4. Gender and Grammar. The use of the masculine gender in these Bylaws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural whenever the context so requires.
Section 5. Fiscal Year. The fiscal year of the Association may be set by Board resolution, and, in the absence thereof, shall be the calendar year.
Section 6. Financial Review, A financial review of the accounts of the Association shall be performed annually in the manner provided by the Board and a financial statement prepared. However, after having received the Board's financial statement review at the annual meeting, the Owners may, by a Majority of the Total Association Vote, require that the accounts of the Association be audited as a Common Expense by an independent accountant. Such statement shall be made available to the holder, insurer, or guarantor of any first mortgage on a Lot upon submission of a written request and must be available within one hundred twenty (120) days of the Association's fiscal year end. If an audited financial statement by an independent accountant is not required, a mortgage holder may have an audited statement prepared at its own expense.
481558_3 (12367.003) - 12-
Section 7. Conflicts. The duties and powers of the Association shall be those set forth in the Georgia Nonprofit Corporation Code, the Declaration, these Bylaws, and the Articles of Incorporation, together with those reasonably implied to affect the purposes of the Association; provided, however, that if there are conflicts or inconsistencies between the Georgia Nonprofit Corporation Code, the Declaration, these Bylaws, or the Articles of Incorporation, then the provisions of the Georgia Nonprofit Corporation Code, as may be applicable, the Declaration, the Articles of Incorporation and these Bylaws, in that order, shall prevail, and each Owner of a Lot, by acceptance of a deed or other conveyance therefor, covenants to vote in favor of such amendments as will remove such conflicts or inconsistencies.
Section 8. Amendment. Except where a higher vote is required for action under a particular provision of the Declaration or Bylaws, in which case such higher vote shall be necessary to amend, these Bylaws may be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of the members holding two-thirds (2/3) of the Total Association Vote. As long as Declarant has the right to appoint the directors and officers of the Association as provided in Article II, Part A, Section 2 of these Bylaws, any amendment to the Bylaws shall require the written consent of Declarant. No amendment shall become effective until it is certified by the President and Secretary of the Association and recorded in the Walton County Georgia land records. Any amendment duly certified and recorded shall be conclusively presumed to have been duly adopted in accordance with the Declaration and Bylaws. Owners whose voting rights have been suspended pursuant to the Declaration or these Bylaws shall not be counted as eligible votes toward the amendment requirement.
Any action to challenge the validity of an amendment adopted under this Section must be brought within one (1) year of the amendment's effective date. No action to challenge any such amendment may be brought after such time.
Section 9. Books and Records.
(a) All members of the Association and any holder of a first Mortgage shall be entitled to inspect the following records at a reasonable time and location specified by the Association, upon written request at least five (5) days before the date on which the member or mortgagee wishes to inspect and copy:
(1) its Articles or restated Articles of Incorporation and all amendments to them currently in effect;
(i) its Bylaws or restated Bylaws and all amendments to them currently in effect; (ii) resolutions adopted by either its members or Board of Directors increasing or decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or
(IV) resolutions adopted by either its members or Board of Directors relating to the characteristics, qualification, rights, limitations, and obligations of members or any class or category of members;
(v) the minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(vi) all written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years;
481558_3 (12367.003) - 13-
(vil) a list of the names and business or home addresses of its current directors and officers; and
(viii) its most recent annual report delivered to the Secretary of State.
(b) A member may inspect and copy the following records upon written notice at least five (5) business days before the date on which the member wishes to inspect and copy only if the member's demand is made in good faith and for a proper purpose that is reasonably relevant to the member's legitimate interest as a member; the member describes with reasonable particularity the purpose and the records the member desires to inspect; the records are directly connected with this purpose; and the records are to be used only for the stated purpose:
(i) excerpts from minutes of any Board meeting, records of any action of a committee of the Board while acting in place of the Board on behalf of the Association, minutes of any meeting of the members, and records of action taken by the members or the Board without a meeting, to the extent not subject to inspection under subsection 9(a);
(Ji) accounting records of the Association; and
(111) the membership list only if for a purpose related to the member's interest as a member. Without the consent of the Board, a membership list or any part thereof may not be: used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the Association; used for any commercial purpose; or sold to or purchased by any person.
The Association may impose a reasonable charge, covering the cost of labor and material, for copies of any documents provided to the Member.
Notwithstanding anything to the contrary, the Board may limit or preclude member inspection of confidential or privileged documents, including attorney/client privileged communications, executive session meeting minutes, and financial records or accounts of other members. Minutes for any Board or Association meetings do not become effective and an official Association record until approved by the Board or Association membership, as applicable, at a subsequent meeting.
481558_3 (12367.003) ~14-