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TARA WOODS COVENANTS

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By-Laws

As Recorded in the Louisa County Court House November 2004

Introduction

(Covenants Revised by the membership vote on Oct.  10, 1992,; May 20, 1995; May 21, 2001;
January 11, 2003; July 18, 2004)

(By-laws revised by membership vote on Oct.  9, 1994)

STRONG RESTRICTION PROTECT YOUR INVESTMENT

The provisions of the Declaration of Protective Restrictions and Covenants, as hereinafter set forth, have been designed with the thought that most persons, ideally, would like to be a part of a community having an ecologically balanced atmosphere.  This includes each individual property owner’s right to enjoy his privacy and his individual wants and desires without infringing upon the privacy, privileges, and desires of his neighbors.  Consequently, in this Declaration an attempt has been made to provide for the exercise of maximum freedom and enjoyment for those act ivies which may be engaged in upon the individual lots.. 

TARA WOODS

AN EXCLUSIVE LUXURY DEVELOPMENT

DECLARATION OF PROTECTIVE

RESTRICTIONS AND COVENANTS

TARA WOODS SUBDIVISION

LOUISA COUNTY, VIRGINIA

            “NOW THEREFORE, WITNESSETH:  This Deed of Dedication for the attached plats is made subject to all of the following provisions of this Declaration of Protective Restrictions and Covenants, which provisions shall be deeded to run with the land for the mutual protection and benefit of all land owners, and apply to each and every numbered lot shown on the attached plat, except where reserved as herein provided to wit:

ARTICLE I      EXCLUSIVE RESIDENTIAL USE AND IMPROVEMENTS

A.  These lots are restricted to residential use for single family, private dwellings or residences designed for occupancy by one family on each lot.  No Structure or building of any kind or construction of any sort, shall be placed or permitted upon any lot unless and until plans and descriptions of same shall have been submitted in duplicate to and approved in writing by the Environmental Control Committee (hereinafter called Committee) as the same is from time to time composed. 

B.  No mobile home, mobile house, travel trailer, motor home, camper unit, tent or temporary living quarters (including basements of home to be constructed) shall be placed, maintained or occupied on any lot (see Article VII.B).  This restriction does not prohibit the parking of unoccupied self propelled motor homes, travel trailers, camper units, or boats in driveways or parking areas adjacent to single family homes. 

C.  No temporary or other outbuilding shall be placed or erected on any lot, except those approved under Article II.C.  The Committee may grant permission for any temporary structure for storage of materials during construction only.  No such temporary structure as may be approved shall be used at any time as a dwelling and must be removed upon completion of the residence.

ARTICLE II.  ENVIRONMENTAL CONTROL COMMITTEE  & BUILDING PLANS

A.  The plans for any dwelling or other building to be constructed or externally altered on any lot, or for any other structure, including fences, shall be approved in writing by the Environmental Control Committee prior to start of construction or alteration. 

1.       The Committee shall be constituted, and the members shall be appointed as determined by the Board of Directors of the Tara Woods Association, hereafter referred to as the Board.

2.       Two (2) sets of all construction plans (to include specifications for any structure plus interior and exterior elevations, exterior materials, color selections for the exterior, and landscaping plans) must be presented to the committee for written approval.  These plans shall also include a lot plat showing the location of the structure planned within the property, including precise information as to the setback requirements.  One set shall be returned to the lot owner after approval and one set shall be retained by the Committee. 

B.  The square footage requirements for residences constructed on the lots shall be as follows, unless otherwise approved in writing by the Committee.

1.       The ground floor, exclusive of open porches, patios and garages, shall not be less than 1200 square feet in the case of one story structures, and in the case of a structure more than one story the total living space shall be at least 1800 square feet.  Basements, garages, storage areas, patios and porches shall not be included in determining the total living space.  No structure shall be more than two stories above ground level..

2.       E ach structure must have a minimum of 400 square feet of decking made of treated lumber or other material identified  and approved in the building plans.  All structures must have a roof overhang (eaves) not less than 16 inches from connection of roof and vertical wall front, rear and all sides and, each roof must have a minimum pitch of 4’-12’ unless otherwise approved by the Committee,

C.  Buildings must be of substantial construction and built of i.e.  natural stone, culture stone, wood, brick or vinyl siding   Buildings completed after July 18, 2004 must be finished in natural brown tones or gray tones only.  Buildings completed prior to that date must be finished in neutral tones only.  All buildings must be constructed so as not to detract from the natural beauty of the surroundings.  All roofing material shall be of natural brown tones or gray tones in color.  All buildings shall contain a substantial quantity of new materials and no used structures of any type shall be relocated or placed on any lot.  No out buildings are permitted excepting an enclosure used exclusively to house water wellhead and such enclosure cannot exceed five feet in height by five feet in width.  Outbuildings are defined as enclosed structures used for storage, not attached to the principal dwelling, and shall not include garages.  No dwelling shall be used for other than single-family residences.  No single-family residence shall exceed thirty-five feet in height as measured from the lowest floor level (not the basement) unless otherwise approved by the Committee.  Only normal TV antenna and satellite dishes that are 24” in diameter or smaller may be installed without permission.  Receive-only satellite dishes that are larger than 24” in diameter must be approved in writing by the Committee and must meet all of the following criteria:

1.       The antenna must be either of a mesh construction or designed to resemble an umbrella.

2.       The antenna must be located so as not to obstruct the view from any neighboring property.  The Committee may at its discretion, submit copies of the proposal to neighboring property owners and solicit their views prior to acting on the application.

3.       The antenna must be screened by landscaping or otherwise to limit visibility from other properties, common areas, public roads, and the lake, as approved by the Committee. 

D.  Any structure erected or placed on any lot shall be set back at least sixty (60) feet from the front road easement line, and at least forty (40) feet from the rear lot line, and at least twenty (20) feet from each side lot line.

E.  The exterior of all buildings and landscaping must be complete within (12) months after start of construction or alteration.  The failure to comply with this requirement will result in forfeiture of any  completion bond that the board may establish. 

F.  Each numbered non-waterfront lot shall have its own boat slip assigned.  No screen rooms, boat lifts, boat houses, electricity, deck boxes, or any other unsightly items, etc.  may be installed upon those slips.

ARTICLE III.  MODEL OR EXHIBIT HOUSES

A.  No model or exhibit house shall be erected on any platted lot, nor shall the owner of any lot or his agent permit the use of his residence or house as such, without the prior written approval of the Board.

ARTICLE IV.  SUBDIVISION OF LOTS

A.  No lot may be subdivided or easements granted without the written approval of the Board.  If two or more adjoining lots are acquired by the same owner, no part of parts of said lots shall be conveyed by said owner unless each lot being conveyed and each lot being retained is in compliance with all of these restrictions and covenants. 

ARTICLE V.  STREETS, ROADWAYS AND EASEMENTS

A.  The recreational easements and common properties shown on the attached plan are not publicly owned within the meaning of Section 15.1-478 of the Code of Virginia, 1950 as amended, nor are they publicly maintained.

ARTICLE VI.  THE TARA WOODS PROPERTY OWNERS ASSOCIATION

A.  Membership in the Tara Woods Property Owners Association, (hereinafter Association), is mandatory for all persons or entities owning property in the Subdivision except the Association.  All such members are obligated to pay the dues and assessments levied upon each lot owner by the Association to defray the cost of maintenance of roads and recreational facilities and amenities used and maintained by the Association.

B.  The Association shall be responsible for maintenance, repair, and upkeep of the common properties, recreational easements, and assigned boat slips within the Subdivision.  The Association shall also be the means for the promulgation and enforcement of all regulations necessary to the governing of the use and enjoyments of such common properties, recreation easements, assigned boat slips and such other properties within the Subdivision, as it may from time to time own.

C.  The Association shall have all the powers that are set forth in its Article of Incorporation, as approved by the State Corporation Commission of Virginia, and all other powers that belong to it by operation of law.  This includes, but is not limited to, the power to levy against every member of the Association a uniform annual charge per single family residential lot within the Subdivision, the amount of said charge to be determined by the Board after consideration of current maintenance and future needs and requirements of the Association, for the purposes set forth in its Articles of Incorporation.  However, no such charge shall ever be made against, or be payable by, the Association itself, or any corporation or corporations that may be created to acquire title to, and operate the amenities or other properties on behalf of, the Association.

D.  The dues shall be an amount established by the Board of Directors each year, due and payable on the first day of March.  Dues may increase to defray increased or additional cost.  The Association may levy special assessments for the purpose of defraying in whole or in part, the cost of construction or reconstruction, unexpected repair or replacement for a described improvement upon parks or amenities.  This special assessment may be charged monthly or in the annual dues.

E.  Should any lot owner become delinquent in the payment of dues or assessments to the Association, such owner shall be denied the use of all common properties until such time as the delinquency has been corrected.  Such delinquency payment shall bear interest from the date of delinquency at the rate of eighteen (18) percent per annum and shall upon the date of delinquency constitute a lien on each lot to which the delinquency pertains.  The lien shall cover the principal amount and the interest and reasonable attorney’s fees incurred in the collection thereof and shall be filed within six (6) months after the date on which the dues are payable.  Every such lien may be enforced by equitable foreclosure suit filed in the Circuit Court of Louisa County, Virginia, within twenty-four months after the date on which the lien was filed.  The remedy of foreclosure is non-exclusive and the Association reserves all other remedies provided by law for the collection of the aforesaid delinquencies.  The Association has the right to publish the names of the delinquent members in such a manner as it may deem appropriate.  Written dated statement of the Association that no delinquency exists hereunder as of said date shall be conclusive evidence thereof.

F.  The operations and activities of the Association are governed by the Property Owners’ Association Act, Title 55, Chapter 26 of the Code of Virginia, 1950, as amended.

ARTICLE VII ACTIVITIES ON AND USES OF LOTS

A.  No commercial or business enterprises shall be allowed on any platted residential lot, other than arts, crafts, or professions operated or conducted solely by family members occupying the residence, and no heavy equipment or vehicles used in industry or for commercial activities shall be regularly parked or stored on any lot. 

B.  No vehicle shall be regularly parked on any street or roadway in the Subdivision.  Each lot owner shall construct and maintain suitable and adequate parking space on his property for the parking of his vehicles and those of his guests.  Any truck larger than (3/4) ton , and all unoccupied camping trailers, motor homes, and mobile camping units parked in the driveways or parking areas adjacent to the residence, must be kept reasonably out of sight of residences which have been constructed on adjacent lots and the users of the streets and roadways, except those vehicles used during the period of construction.  No stripped down, partially wrecked, inoperable or junk vehicles or parts thereof shall be permitted to be parked or placed for more than seven (7) days consecutively on any street or roadways or on any lot.  Camping is not permitted- failure to comply after notice will result in the Association having the camper or tent removed with a fee charged for their service, not to exceed $1000.

C.  Garbage must be kept in covered rigid plastic containers and so placed or screened as not to be visible from any street or roadway, and it must be disposed of in accordance with County ordinances and the rules and regulations of the Association.  All outside clothes poles, clotheslines and similar equipment, and every structure for the storage of fuel installed outside any building (if not buried below the surface of the ground) shall be appropriately screened by shrubbery so as not to be visible from any street or roadway or by the occupants or residences of adjacent lots.

D.  All lots, whether occupied or not, and any improvements thereon shall at all times be maintained in such manner as to prevent their becoming unsightly by reason of unattractive growth or vegetation or the accumulation of rubbish or debris thereon.  Should any lot owner fail to maintain the improvements on premises situated on the lot in a manner consistent with these restrictions, the Association shall have the authority, through its employees and agents, to enter upon the premises and repair, maintain, and restore the property and improvements to the exterior of the structures and to other improvements thereon.  Any such repair and maintenance costs shall be billed to the lot owner and, if not paid, added to and become a part of the annual charge to which such lot is subject.

E.  All dwelling houses shall be connected to an approved water supply and septic system.  There shall be no outhouses for such purposes, except that portable toilets may be placed on the property during construction of a dwelling or during special events, such as parties or weddings.  Such toilet must be removed upon completion of construction or the special events.

F.  No living tree measuring six inches or more in diameter may be cut or removed without the written approval of the Committee, unless located within twenty feet of the approved site of the main dwelling or accessory buildings.  However, any tree may be removed without permission if dead or if a threat to the health, safety or welfare of any person or if it threatens to damage any structure on the property.

G.  No swine, sheep, goats, cattle or other domesticated wild animals, shall be kept or maintained on any lot.  This restriction does apply to all dogs and cats that are permitted to run free, to the breeding of such as a business or for profit, and to the keeping of such on a commercial basis.  All dogs shall be under leash when off owner’s lot.

H.  All man-made fences and outbuildings such as garages, etc., including materials, exterior color, length, width, height, and other construction specifications including location on the lot, must be approved in writing by the Committee in order to preserve the appearance and natural quality of the Subdivision.  All fences must be made of split rails, two or three rails high (no other fence is permitted: only split rail), or natural fencing such as shrubs, bushes, and the like, except that fences to enclose swimming pools and tennis courts, and for no other purpose may be installed, with approval of the Committee, if they are of chain link, vinyl-covered construction, brown or green in color, located at the rear or side, not in the front of the property, and surrounded by shrubs and landscaping.

I.  No motor vehicles of any kind, licensed or unlicensed, registered or unregistered, including motor bikes, snow mobiles, and all-terrain vehicles shall be permitted on the common properties or the recreational easements, unless such area has been specifically designated and authorized for such by the Board.

J.  No sign of any nature whatsoever shall be permitted on any platted residential lot by the owner or agent, expect for a name sign not exceeding twelve (12) inches in height and forty (40) inches in length.  Signs advertising the lot for sale shall not exceed two (2) feet by three (3) feet in size.  The Board may adopt standards for such sale signs.

K.  No discharge of firearms shall be conducted anywhere in the subdivision.

L.  Open fires in compliance with Louisa County and Virginia state regulations only shall be permitted.  All fireplaces in the dwellings must be equipped with fire screens, and at least one household chemical-type fire extinguisher must be stored and available in each dwelling for emergency purposes and for the fire protection of the entire Subdivision.

M.  No oil or natural gas drilling, refining, quarrying, or mining operation of any kind shall be permitted upon or within the boundaries of any lot, or no derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted on any lot within the Subdivision.

N.  No noxious or offensive activities are permitted on any lot, nor shall anything be done on any lot that shall be or become an unreasonable annoyance or nuisance to the neighborhood.

O.  Dwelling houses may be rented, subject to the following conditions and restrictions:

1.       Owners that rent dwelling houses for any period (hereafter described in this subsection as “Owners that rent”) are responsible for ensuring that their tenants comply with these Restrictions and Covenants and the By-Laws of the Association.  Owners will provide a copy of the Covenants and By-Laws to all renters.

2.       Owners that rent shall provide a 24-hour designated point of contact (primary and alternate) to the President of TWPOA or other person or persons designated by the Board of Directors.

3.       Owners that rent shall not advertise that their dwellings contain more bedrooms than approved in their health permit on file with Louisa county, and occupancy capacities shall be in accordance with Louisa county and Virginia state regulations.

4.       Owners that rent may temporarily convey to tenants, during their period of tenancy, all access privileges to common areas and facilities except the pavilion.  The rental contract shall contain a provision whereby the tenant waives all liability against the association for any incident or action that may occur in common areas and facilities owned or maintained by the Association.

ARTICLE VIII.  RESTRICTIONS AND COVENANTS MODIFICATION, ENFORCEMENT   

A.  The Restrictions and Covenants herein contained shall run with and bind the land, and each is enforceable by the Board.  In the event of a violation or breach of any of the restrictions by any property owner or agent, the owners of lots in the Subdivision or any of them jointly or severally, shall have the right to proceed at law or in equity to compel a compliance with the terms hereof or to prevent the violation or breach of such terms.  In addition the Board shall have the right, whenever there shall have been built on any lot any structure which is in violation of these restrictions to enter upon the property where such violation exists, and summarily abate or remove the same at the expense of the owner, if, after ten (10) days’ written notice of such violation, it has not been corrected by the owner.  Any such entry and abatement or removal shall not be deemed a trespass.

B.  The failure to enforce any right, restriction, reservation or condition contained in the Declaration of Protective Restrictions and Covenants, however long continued, shall not be deemed a wavier of the rights to do so hereafter, and shall not bar or affect its enforcement.

C.  The Grantee of any lot subject to the coverage of this Declaration, by acceptance of a deed conveying title thereto or the execution of a contract for the purchase thereof, shall for himself and his successors or assigns, accept such deed or contract upon and be subject to each and all of these restrictions and the agreements herein contained.

D.  The Board may allow reasonable variances and adjustments of these Restrictions in order to overcome practical difficulties and to prevent unnecessary hardships in the application of the provisions contained herein; provided, however, that this is done in conformity with the intent and purpose hereof and provided that, in every instance, such variance or adjustment will not be materially detrimental or injurious to other property or improvements in the neighborhood or the Subdivision.

E.  The invalidation by any court of any restrictions contained in this Declaration of Rights and Covenants shall in no way effect any of the other restrictions, but they shall remain in full force and effect.

F.  This Declaration of Protective Restrictions and Covenants may be amended or modified by a majority vote of the Association as follows:

1.  Two (2) ballots will be issued to the owner(s) of each lot that is in good standing.  i.e.  for which all applicable dues and assessments have been paid.  Those ballots may be voted by said owner(s) or by the person or persons which the owner(s) have designated in writing as their proxy. 

2.  For an amendment to be adopted, it must receive the positive vote of a majority of all ballots that have been issued.  For example, if 75 lots are in good standing, 150 ballots will be issued for a vote on a proposed amendment.  A minimum of 76 of those ballots must be cast in favor of the proposal for that proposal to be adopted. 

BY – LAWS

ARTICLE I

Definitions

The terms as used in these By-Laws are defined as follows:

(A) “Association” means Tara Woods Property Owners Association, a Virginia not-for-profit corporation.

(B) “Board “ means the Board of Directors of the Association.

(C) “By-Laws” means the By-Laws of the Association.

(D) “Common Properties” means all property included from time to time within the definition of Common Properties set forth in the Declaration.

(E) “Lot” means any lot in the Development included from time to time in the definition of lot set forth in the Declaration.

(F)  “Declaration” means the Declaration of Protective Restrictions and Covenants for the Tara Woods Subdivision, Louisa County, Virginia, as may be supplemented or amended from time to time.

(G) “Development” means the Tara Woods Subdivision as shown on the maps thereof recorded in Louisa County, Virginia.

(H) “Owner” means any person who holds fee simple title to any lot. 

ARTICLE II

Membership

Section l.  Classes of Members.  There shall be members only.

Section 2.  Members.  Each owner shall become a member of the association.  All lot owners receive two (2) votes for each lot, regardless of the number of persons who may have an ownership interest in such lot, or the manner in which title is held by them.  Unless such rights are conveyed by contract, a member may designate in writing to the Secretary another person, such as a long-term tenant or the owner of a residence erected upon a member’s lot, to exercise the rights and privileges of membership in the Association, including voting rights.  In such event, the member shall not also be entitled to such rights and privileges.

Section 3.  Privileges of Members.  Members shall have a license to use the Common Properties subject to the provisions of the Declaration and subject to such other rules and conditions as may be established by the board.  Members shall be responsible for informing subleases (renters) of these covenants and their compliance.

Section 4.  Suspension of Privileges of Membership.  The Board may suspend the voting privileges of any member and license of any member to use the common Properties for:

(A) Any period during which any Association Charge on such member’s lot remains unpaid beyond the due date established by the Board;

(B) The period of any continuing violation by such member of the provisions of the Declaration after the existence thereof shall have been declared by the Board;

(C) A period to be determined by the Board not to exceed one year, for repeated violations of the By-Laws or the rules and regulations of the Association.

Section 5. Priority of Lien. Conveyance of any lot shall not affect any lien for assessments provided herein.  Such liens shall be prior to all other liens recorded subsequent to said notice of assessment.

Section 6. Enforcement. The lien provided for herein, if unsatisfied, shall be foreclosed by suit by the Association in like manner as a mortgage, except that such suit shall be brought within twenty-four (24) months after the filing of the notice of the lien. In such event, the Association may be a bidder at the foreclosure sale. The Association may also, or in lieu of foreclosure, pursue any other remedy against any owner owing money to it, which is available to it by law or equity for the collection of debt.

Section 7. Proof of Payment. Upon request, the Association shall furnish a statement certifying that all assessments then due have been paid or indicating the amount then due.

Section 8. Suspension. The Association shall not be required to transfer membership on its books or to allow the exercise of any rights or privileges of membership on account thereof to any owner or to any person claiming under them unless or until all assessments and charges to which they are subject have been paid.

ARTICLE III

Evidence of Membership and Transfer

Adequate records shall be maintained by the Association showing the names of the members  and date of membership.  When a member ceases to be an owner, such person’s membership, and those associate memberships existing through a relationship to such person, shall cease, but such person shall remain liable for all Association charges incurred prior to the giving of written notice to the Association that such person is no longer an owner.

ARTICLE IV

Meeting of Members

Section 1.  Place of Meetings.  Any meeting of the members of the Association shall be held in the State of Virginia at such place therein as may be stated in the notice of such meeting.  All meetings shall be conducted under Roberts Rules of Order.

Section 2.  The Annual Meeting.  The annual meeting of the Association shall be held on such day in the month of May of each year as the Board by resolution may determine.

Section 3.  Special Meetings of the Association.  Special meetings of the Association may be called by the Board at any time in the manner herein provided.  A special meeting may also be called upon the written petition of twenty percent (20%) of the members of the Association who would have the right to vote at such meeting.  Such petition shall set forth the purpose of the special meeting. 

Section 4.  Notice of Meetings of the Association.  Written notice of the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than thirty (30) days nor more than forty (40) days before the date of the meeting either personally or by mail, to each member entitled to vote at such meeting.   If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the member as it appears on the records of the Association, with postage prepaid; or such notice may be published in any newspaper or publication printed under the auspices of the Association and distributed generally among members of the Association.  At a special meeting, no business shall be conducted except that stated in the notice of said meeting.

Section 5.  Quorum.   A quorum at either a special meeting or the annual meeting shall be ten percent (10%) of the members entitled to vote at such meeting.  At any such meeting a majority of all members entitled to vote, as defined in Article VIII, Section F of the Declaration, shall be required to adopt a resolution binding the Board and the Association, unless a greater proportion is required by law or by the Declaration. 

Section 6.  Voting Procedures.  The Board may establish procedures for voting by the Members on any matter other than for election of directors.  Such voting may take place at the annual meeting of the Association, at a special meeting of the Association called for that purpose, or by mail.  Such procedures may, but need not, provide for proxies or written ballots.  Secret ballots may not be utilized for such voting.  In all cases, each lot, other than lots owned by members whose privileges have been suspended pursuant to Article II, Section 4 of these By-Laws, shall be assigned two votes, regardless of the number of owners of the lot.  If voting is other than at a meeting of the Association, notice shall be given to members of the time when votes are to be counted, and members shall be afforded an opportunity to attend the vote count.

ARTICLE V

The Directors

Section 1.  Powers.  The Board shall:

(A) Manage and control the affairs of the Association.

(B) Designate a banking institution or institutions as depository for the Association’s funds; the officer or officers authorized to make withdrawals there from and to execute obligations on behalf of the Association.

(C) Perform other acts and authority granted herein or by law, including the borrowing of money for Association purposes.  A resolution of the Board that the interests of the Association require that borrowing of money shall be sufficient evidence that the borrowing is for a proper corporate purpose.  The Board may, if it determines that the same shall be reasonably necessary, assign, pledge, mortgage or encumber any Association property as security for such borrowings and may pledge or assign future revenues of the Association as security therefore.

(D) Adopt such rules and regulations relating to the use of Association property, and sanctions for noncompliance therewith, as it may deem reasonably necessary for the best interests of the Association and its members.  Any such rules and regulations shall be posted on the Association’s Website.

(E) Cause the Association to employ sufficient personnel to adequately perform the responsibilities of the Association.

(F)  Adopt reasonable rules of order for the conduct of the meetings of the Association, and with reference thereto, on procedural questions upon which no rules have been adopted, the ruling of the Chairman of the meeting shall be final.

(G) Select the officers of the Association.  It may establish committees of the Association and appoint the members thereof.  It may assign to such committees such responsibilities and duties not inconsistent with the provisions of the Declaration or these By-Laws or with law as it may deem appropriate.

(H) The Board may enter into an agreement or agreements with other organizations having the same or similar corporate purposes for reciprocal rights between the respective members thereof under such terms and conditions as the Board may deem proper.

(I)  The Board shall, prior to the annual meeting of the Association in each year, adopt an operating budget.  The Board shall, taking into consideration all sources of income that the Association may have, levy an annual assessment upon each lot for the following year.  The operating budget shall be presented to the members at the annual meeting of members and members shall be entitled to comment thereon.  The Board may, by resolution, fix the time for payment of annual assessments which may be on an annual or quarterly basis.

(J)  The Board shall appoint members of the Environmental Control Committee (hereinafter, “Committee”) to carry out the applicable provisions of the Declaration.  The Committee shall serve at the pleasure of the Board.  The Committee shall exercise its authority subject to the provisions of Article IX of these By-Laws.

(K) The Board may also establish and levy reasonable fees for the issuance of permits for erecting or placing improvements on any lot, and also for the use of Association property.

Section 2.  Number of Directors.  The number of Directors shall be nine (9).  However, the Board may by resolution increase or decrease the number of Directors.  One third (1/3) of the Directors shall be elected each year.

Section 3.  Term.  The term of Directors shall be three (3) years.

Section 4.  Qualification of Directors.

(A)  Directors shall be elected by the members entitled to vote on the affairs of the Association as set forth in Article II, Section 2 of these By-Laws.  Each lot owner in good standing shall receive two (2) ballots for the election of Directors for each lot owned.  Each ballot shall list all candidates and shall specify the maximum number of candidates for which votes may be cast on that ballot.  Only one (1) vote may be cast for any individual candidate on any ballot.  The persons receiving the largest numbers of votes shall be elected to fill the Director positions then to be elected.  When Directors are to be elected to serve terms of different lengths, such as for unexpired terms for which vacancies have occurred, candidates receiving the most votes shall serve the longest terms.

(B) During the month of February of each year, the Secretary shall notify all members in good standing of the number of Directors positions that will be elected in the coming election and request nominations for such positions.  Such notification shall specify the date by which all nominations must be received to be considered valid and the address to which nominations shall be sent.  No more than three (3) names may be submitted as nominees for each lot owned.  The Secretary shall notify those persons who are members in good standing and who receive nominations from owners of at least three (3) lots that they have qualified as candidates and request acceptance of the nomination.  The Secretary shall place on the ballots the names of those persons who accept such nomination.

(C) All elections to the Board shall be made on written ballots which shall:

(1)  Indicate the number of vacancies to be filled and the terms; and

(2)  Set forth the names of those persons who have become candidates in the order in which their initial nominations were filed with the Secretary.

(3)  Specify the date by which ballots must be returned to be counted.

(D) During the month of March of each year, two (2) such ballots shall be prepared and mailed by the Secretary to all members who are in good standing at that time (i.e., have paid all dues and assessments through March 1 of that year) at the mailing address provided by the member or members owning each lot.

(E) The Board shall appoint an Election Committee to establish procedures to assure a secret ballot and to establish that each ballot is genuine and that each member who has submitted a ballot is in good standing, and to count the votes.

(F)  All ballots and envelopes shall be retained by the Secretary for a period of not less than six (6) months.  The official tally sheet of all votes shall be permanently retained by the Secretary.

(G) The newly elected Board, together with Board members whose terms have not expired, shall meet in advance of the annual meeting of the Association to elect officers to preside over such annual meeting.

(H) Only members in good standing are eligible to be candidates for or may serve as Directors.  Any person who becomes delinquent in payment of dues or fees will be suspended from participating as a Director during such periods of delinquency.

Section 5.  Proxies.  Except in connection with the election of Directors, every member entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such member or his duly authorized agent filed with the Secretary of the Association.  No such proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the person executing it specifies therein a different length of time, which in no event shall exceed three (3) years from the date of its execution.

Section 6.  Meetings of the Board of Directors.  All meetings of the Board and Board chartered committee meetings shall be open to all members of record.  The Board shall meet at such times as the Board shall determine by resolution.  Special meetings of the Board may be called by a majority of the Board or by the President of the Association and shall be held at such place and at such time as the call or notice of the meeting shall designate.  Notice of a special meeting may be given in writing or orally at least 24 hours prior to the date of said special meeting, or notice thereof may be waived by the Directors in writing.  Notice of the time and place for regular and special meetings and Board chartered committee meetings will be posted on the Association’s Website.  Copies of all documents and other written materials to be considered by the Board that are distributed to the Board members in advance of a meeting shall be posted on the Association Website at the same time they are distributed to the Board members.

Section 7.  Action Without Meeting.  Unless prohibited by law, any action which may be taken at a meeting of the Board may be taken without a meeting if authorized in writing and agreed to by all of the Directors who would be entitled to vote upon said action at a meeting, and filed with the Secretary of the Association.  The results of all actions taken without a meeting shall be discussed at the next regular Board meeting and recorded in the minutes of such meeting.

Section 8.  Quorum.  A majority of the Directors shall constitute a quorum to transact business of the Board, and the act of the majority of the Directors present at any meeting shall be deemed to be the act of the Board.

Section 9.  Vacancies.  If any vacancy exists on the Board, such vacancy shall be filled by the remaining Directors even though those remaining Directors might be less than a quorum.  Any person so elected a Director shall serve until the next annual election.

Section 10.  Compensation.  Directors that are not officers shall receive $50 per meeting to cover expenses, and must show up to receive their pay, except that any Director may waive such payment upon notifying the Treasurer of the Association.

ARTICLE VI

The Officers.

Section 1.  Officers.  The officers of the Association shall be the President, one or more Vice Presidents, the Secretary, the Treasurer, and such other officers and assistant officers as the Board may from time to time elect.  Officers shall be members of the Board.  Officers must be members of the Association.  In lieu of elected officers, a management concern may be appointed or hired to run the Association and the fees for officers will be paid to the managing organization.

Section 2.  President.  The President shall be the general managerial officer of the Association, except as otherwise determined by the Board, and he or she shall be vested with the powers and duties generally incident to the office President of a not-for-profit corporation, except as otherwise determined by the Board, or as may be otherwise set forth in these By-Laws.

Section 3.  Vice President.  In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President is empowered to act and shall thereupon be vested with the powers and duties of the President.  There may be more than one Vice Presidents, in which event, the Board shall establish the order in which they serve.

Section 4.  Secretary.  The Secretary of the Association shall keep the minutes of the business and other matters transacted at the meetings of the members and of the Board.  The Secretary shall mail, or cause to be mailed, all notices required under the By-Laws.  He or she shall have custody of the corporate records and maintain a list of the members and their addresses and perform all other duties incident to the office of Secretary.

Section 5.  Treasurer.  The Treasurer shall have custody of funds of the Association, collect monies due, pay the obligations of the Association out of its funds, and perform such other duties as are incident to the office of Treasurer.  The Board may require that the Treasurer be bonded for such amount and under such conditions as the Board may require.

Section 6.  Removal of Officers.  Any officer may be removed when, in the judgment of the Board, the best interests of the Association will be served by such removal.

Section 7.  Compensation.  The Board of Directors who serve as the officers of the Association shall be compensated in the following manner:

(A)  President:  An annual fee of $600.00 to be paid in May of each year.

(B)  Vice President(s):  an annual fee of $300 to be paid in May of each year.

(C)  Secretary:  an annual fee of $400 to be paid in May of each year.

(D)  Treasurer:  an annual fee of $400 to be paid in May of each year.

(E)   Director’s Fee:  Officers who accept the above compensation will not also receive a director’s fee.

(F)   Any Officer may waive any or all compensation upon notifying the Treasurer of the Association.

ARTICLE VII

Duties of Members

Section 1.  Payment of Assessments.  The charges or assessments levied by the Association as provided in Article VI of the Declaration shall be paid to the Association on or before the date fixed by resolution of the Board.  Written notice of the charge and the date of the payment shall be sent to each owner (member) at the address last given by such owner to the Association.

Section 2.  Collection and Lien.  The amount of the assessment levied by the Association shall be paid to it on or before the date fixed by resolution of the Board.  If not paid, the amount of such assessment plus any charges thereon including interest at (18%) percent per annum from date of delinquency and costs of collection including attorney’s fees, if any, shall be due and payable to the Association.  All such sums shall, upon the date of delinquency, constitute a lien on each lot to which the delinquency pertains.  The Board may cause said lien to be filed in the office of the appropriate county recorder of deed within six (6) months of the assessment and other charges and a description of the lot which has been assessed.  The Board may seek to recover sums by any other available judicial procedure and shall be entitled to its collection.  If the Association does claim a lien on the lot, upon satisfaction thereof, the Board shall within a reasonable time cause to be recorded a further notice stating the satisfaction and the release of said lien.

ARTICLE VIII

Completion Bond

As part of the application for building approval, a $1,000.00 completion bond will be required in the form of cash or letter of credit.  This completion bond will be held by the Association to ensure neat and proper maintenance of the worksite and cover any expense for damage to the fence or other Association property.  With no costs required for the above, the funds will be returned upon completion of construction conforming to plans as approved by the Committee.

ARTICLE IX

Environmental Control Committee

The Committee shall exercise the authority granted it under Article II of the Declaration subject to the following standards.  Construction plans that require no waiver of provisions of the Declaration and which present no unique or unusual circumstances should be approved.  The Committee should consult with the President of the Association prior to acting upon building plans that would require a waiver of any provision of the Declaration or which the Committee finds present unique or unusual circumstances.  The President may instruct the Committee to approve the plans and to grant any requested waiver, or the president may refer the matter to the Board for consideration.  The Board may then instruct the Committee as to whether the plans and any requested waiver should be granted.

ARTICLE X

Amendments

These By-Laws may be amended by a majority vote of the Board.

Board Resolutions:

1)    At the August 7, 2005 board meeting, the board raised the mowing fee from $85 to $150.00.

2)    At the January 9, 2005 board meeting, the board voted to mow lots when the grass is between 8 and 12 inches.

        3)    The board has twice ruled that if a member has not paid the dues on March 1st, they cannot be put on the ballot even if the dues are eventually paid before the election ballots are mailed. 

        4)    At the August 4, 2004 board meeting, the board lowered the replacement gate card fee from $100 to $25.

        5)    At the August 1999 board meeting, the board raised the fee for sellers packages from $25 to $100.  (Note:  The Seller is responsible for providing the purchasers with our covenants and other relevant documents)

        6)    Voting Procedures:

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