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BUTTE CO. PLANNING DEPT. 79-67 5
c A7 r"` �i� rr `1h _• EXHIB T "A" A'Rt;ICLES OP INCORpORA TION OV THE A.SS OCTATION « ^1 / - Ct a a �i U �n ' y C; " L .�:'. ' .� F��-Of'e R04tToN� RURH9 a mdkrrtRjCK t - * ". 11 , to tine and recorded or, to be recorded in khe (Office of the Recorder, Btlkke County, California;, .- .� 3 1'o enfarce applicable provision Ofthe Declaration, By -Laws, and any other instruments for thw ran - agement and control of the Project•, to fits, levy, colloct ® and enforce payment by any lawful means, all charges or as- 6, sessments pursuant to the terms of the Declaration;- to ton - tract for and pay all e>o`enses in connection with maintenance,, gardening, utilities, materials, supplies and services re- lating to the Commori Areas Structuz Alaintenance Areas and Landscape Maintenance Areas (as def iie�,in the Declaration)" and facili�,ies; to employ personnel reasonably necessary for administration and control of all of the Projoct in- cluding lawyers and accountants where appropriate; and to pay all office and other expenses incident to the conduct of the business of the Association] including 411 licenses, - � � are or would become a ' assessmentswhichand special 'which lien on any portion of the Project, e, To have and to exercise any and all powers; rights and privileges, including delegation of powers as permitted by law, which a d6rporation organized under , the General Nonprofit Corporation Law of the State of CaXi£or_ nia by law may now or hereafter have or exercise; and 5. To act in the capacity of principal, agent, joint venturer, partner, or otherwise. FULOP.PW r -TONS. n 6URN5`6 MWl'r RICK F.a A LAVE OOfl"NAt OtI '. A The foregoing statement of purpOOug ,,hall. be cone- struad as a statement both of purposes and of powerst and purposes and powers in each clause shall not be limited or - ;4 restricted by reference to or infcronce £:root the terms or provi4ions of any other clause, but shall be broadly .con- strued as independent purposes and powers. Notwithstanding any of the above statements of purposes and powers] the Association shall not, e:ccept to an insubstantial degrze,` engage in any activities or exercise any po;•iern that are not in furtherance of, the primary purposes of the Association, TiiPE : The Association is oraani::ed pursuant to the General Nonprofit Corporation Law of the. State of california., FOUR: The county in this state where the prin- cipal office for the"transaction of the blls3ness of the Association is located in the county of Butte. FIVE The,authc>rized number and qualifications of Members of the association, the different classes of f membership, if any,, the property, voting and other, rights and privileges of Members, and their liability for dues and assessments and the method of collection thereof,shall> be as set forth in the By -haws', six: The number of Direct -ors of the Associ.a-. tion shall be five (5), and said number may be changed by a p duly adopted amendment to the By -Laws: of the F,ssociation, S011NS i MCHITT'NICK:. A "W C407401-04 : y m . ,r ,r , yyyy 1 , �ac> l.. „ except that in no event may the number of .Directors be less 'than the trait.' nusc numbeX, prescribed by California lama. T'r, names and addresses of ,the persons crho are appointed to act as the first Directors of the Association and to continuo to act as such Directors until the election and qualification of their successors are as folio -,-Is; P. SCOTT JACKSON 4100 Macrhrthux Boulevard P.O. Box 2710 'Newport Beach, CA 9'0663 DAVID ai BARATtl 9100 MacArthub'Boulevard. P.O. Box 2716 Newport Beach, CA 92663 '� TfT01+IA5 D. pEGREi:PrtiGG�i 4106 .�.acAr.t^ ..t.5 r Boulevard �. P,b. Box 2710 Newport Beach, CA 92663\` RICfiAIW E. ,KNECHT 9100 MacArthur Boulevard P.O.. Box 2710 Newport Beach, CA 92663 CHERYL JAMES 4100 idaer?rthur, Boulevard R.O. Bok 2710 Pott,Eeach, CA 92663 r . AAmendment o SEVEN f these Articles 'of Incorpo- ration shall require the vote or written consent of at least (1) fifty-one percent (51t), of the voting power of; both the Class ,A and Class B Members, and (2) fifty-one Percent '{ ls.) ' of the voting power of the. Association residing in Member's other than the Subdivider (I'Decla ria .c",:i• ,,c,the Project. .i EIGHT: The Assocl.ation ray be' dissolved with the vote or Written consent of the membership representing at least fifty, percent (50%) of the. voting O'owter of the. FULOP, ROLSTOiq. r� •.+ BUyR1NS:O. µcKIVNICk- .' - '' - INa " I C" Ire ,i Association. the Assciataons one which doer ry�t contemplate pecuniary gain or profit to the :Members thercof and it is organized solely for nonpro it purposes. Upon 4h6'dissolu— tion of the Association incident to the abando:ient or ter- mination of the Prop ect, after paying or aaequ;tely providing for the debts and obligations of the Association, the remain-- �) inq assets shall be di'st'ributed to the members in accordance )� with their respective rights therein. Upon dissolution or ,reorganization of the Association incident to the continued operation of the Project] the assets shall be distributed, granted, conveyed and assigned to a nonprofit fundi trust, y corporation or other organization which is ,organized and operated for similar purposes. if the Association holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Superior Caurt of the County in which the association's principal office f t is located; upon petition therefor by the Attcrney General, Q$ or by any ;person concerned in the Liquidation. BURNS & MtKITTRICK SI P'tJW C0+1AS�N�Yln1/ �•� t^ ^ ,, STATE Or CALIFORNIA ) , nV 90 Th OF Or`F.� iQ8 ) 1 r 197'1 bc'f0re mf3 the underL .' On ..October 5 r r Signdu, d Notary Pub"c in and for said, Statdj petsonal'ly, appeared F-. SCOTT' JACKSON, DAVID G. BP, ZTTi, �i'C?d»!AS D. pECKE+TPAUGH, RICKAPD E. RIJECHT and CHWVL JA:4E$, known to me to be the persons who executed the within and foregoing instrument, and acknowledged that they executdd the sane. WITNESS ny hand and official sear. " GT✓Ll..r�..-s`x�� `; �rP ' Notary Public in and for'ssa d County And State - z; G% "7` ,'ULOP. AA4�TpN. 6VF.r19'd NSKi'rTRYCK l'vrl' A RAYF COP•tlP2toH � : Y., co .77 - C r EYFi�9:T 11$Ri i�" ® FAY -LAW$ OF THE Assoc no i ti F p ry FULUn�'NDhS'ONc MUMS 8 MCKIMIC�K - A uN Cp'Apaa '%nw: 19r»uscc Z/21/77 V11 �r Vilecoo. 10767 TABLE Or COATENTS FOR B LA,;S OF li PEBBLEi'i00D FINES"riOMEO'riNERS. ASSOCEATIOi DESCRIPTIO) PAGE NO. tl ARTICLE I GENERAL PLA14 OF OWNEPSHT.P ° 1 Section l `Name 1 Section 2 Application x, �! Section 3 Meaning of TerMs J, ARTICLE II: VOTING BY ASSOCIATION IHEMBER,514IP 1 Section l Voting Rights 1 Suction 2 Majority of. Quoruz, 2 Section 3. Quorum 2 Suction 4 Proxies _ „ 2 ARTICLE IIT ADtMkSTRATION 'r 2 q Section 1: AssociatTon Aespon,ibilitieg 2 Section 2 Place of deet•ings of Members , 3 Section 3 Annual Meetings of members 3 S'ectidn 4 Special Meetings of Members 3 Section 5 Notice of Meet'i'ngs of Membe'rs. 3 Section 6 Adjourned 0eetings 4 Section 7 Order of 3u5in_ss 4 Section 8 Action Without;aeeting 4 ' Section 9 Consent ,of Absentees a Section 10 Minutest' Pres=Dtion of Notice 5 ARTICLE IV' BOARD OF DIRECTORS 6 Section 1 Number and Qualification S Section 2 Powers and Duties 5 Section 3 Special-Pawers and Duties 6 Section 4 Management Agent Section 5 Election -and Term of Office Section 6 Bobkp, Audit 10 Section '7 Vacancies 1l Section 8 Removal of Directors 11 Section 9 Organization MeeLing.of Board 12 Section 10: Regular Ieetings of Board 12 Section 11 Special :,ieetings of Board 13 Section 12 waiver of Motiee 13 - Fu LOP, no"tONe. mUnfJs IL�McN1�JnIcR i� �w A LAW COArORAVOPI i; �0 �a i a DGS:wd 5/13/77 VT - Vile :No. 10751 TABLE OF CONTENTS (Continued) DESCRIPTION PAGE NO., Section 13 Quorum and Adjournment 13 Section 14 Fidelity Bonds 14 ;r Section 15 Committees 14 :-, ARTICLE V., OFFICERS lig Section 1 Designation i4 Section .2 Election of Officers 14 Section 3 Removal of Officers 15 Section 4 Compensation 15 Section 5 President 15_ section 6 Vice President 16 Section 7 Secretary 16 C, Section 8 Treasurer 15 ARTICLE VI OBLIGATIONS OF MEMBERS 17 Section l Assessments 17 5eat,on_2 Maintenance. and Repair 17 ARTICLE VII AMEND;4IENTS TO BY-LAWS 17 ARTICLE VIII MORTGAGEES 18 Section 1 Notice to Association I8 Section 2 Notice_of,lJnpaid Assessnents ARTICLE IX CONFLICTING PROVISIONS 18 ARTICLE X INDEMNIFICATION OF DIRECTORS AND OFFICERS 18 ARTICLE SCI M'ISCELLANE,9US" lg Section l Ekecut,ion of 'Documents 19 Section 2 Inspection oG Ey-Laws 19 ,1 Section 3 Fiscal Year 20 Section 4 Membership Book 20 , 1 )?BOCEDURE ARTICLE XII NOTICE AND H FARING 20 a� , (' Section 1 Suspension of Pridileges 20 Section 2 Written Complaint 21 Section 3Forum 22 Section 4' Notice of Hearing 12 Sect'=tin 5 Hearing 23 Section 6 Decision 23 CERTIFICATE OF SECRETARY : 25 ' OlikN5.8 HCKITTk ICK - LAW, 4:0MPOKAT16N ..�.. .. „ x I Fi:rUL�uL/IIVVL CitY:GV C7Vi'tGV7Y1V GLIA. HVO V4�4H 1: i4J::1.. �'r 1 ;.: FVGbv, AbLsrbr� '.-.":� '. �;©uhrisaMaaclt7pctk.: r crr MWWI DCrr1xoQ 6/21/77 'VTF. - File 00. 10767 ..r! I BY-LAWS OF , f , PS88,} XOD PINES HOM80re•%IERS ASSOCIATION 'I ARTICLE GENERAL PLAT]: OF OWNERSHIP Sell;tion l; Name. The name of the corporation is PEBBLE;Joot) ,PINES HOMEOWNERS ASSDCIATION, hereinafter,referred to as the'- The principal office of the Association shal",�be located in Butte County, California. Section 2. Application. The aroVisions of these 8Y-LaWs are applicable to thr'planned residential development known as Pebble - wood lines, located in the County of Butte, State of W;iforr!'a F (the ''Properties") All present and Future owners; and their -ten ants,, future tenants, employees, and any other person that might use the facilitr),es of the Properties in any manner, are subject to the' .,regulations set forth in 'these By -Laws and in the Declara- tion of Covenants, Conditions, Restrictions and Reservation o ek Easements for Pebblewood Pines (the "Declaration" herein) recorded or to be recorded intheoffice of the Butte County Recorder and applicable to the Properties. The mere acquisition or rental -of any Lot in the -Properties or the stere act of occupancy Of any Lot ' will signify that these By -Laws axe accepted, ratified, and will be complied With. section 3. Mean,inc,of'Terms. The folloWing ter -ms, as used in these By -Laws shall have the same meanings as are applied to such terms in the Declaration;"Declarant" ') Articlesn, "Board", "Comm6n Area", "1•amily", "Structural Maintenance Areas", "Lot", '"'Member" "Declaration", "Owner"; "Properties", "Mortgage""",,i''mort- ` gagee", "Association", "Imirovement", "Annual,Assess-ents", "Archi- tectural Committee", "Special Assessments", "Capital Improvement Assessments", "Reconstruction Assessments!' and "Landscape Mainte- nance Areas," ARTICLE 11 VOTING BY ASSOCIATION r1EMB8RSHIP Section 1. 'Voting Rights. The Association shall have two (2), clas- ses oY.voting Membership, as' follows: �"1LOVr`"OL870N. DUAN9 N MCKMRICK to A LAW t0OW01 101 r`} r �1 A 2 -}� y}i3'�'��•t J1 , Dos: cc '6/21/77 VTC+ File No. ,1U767 Class A. Class A Members shall be t)jone Owners with the a. exception of Declarant for no long as there 046ts a Class 8 Mem- bership. Class A Members shall be entitled to one (l) vote for each Lot awned and 'subject to assessment as t=thcr provided p th.e Declaration: Class B. The Class S Member shall be Declarant. The Class S Member shall be, entitled to three (3) votes for each Lot owned by Declarant and subject to assessment;, provided that the Class S Membership shall cease and be converted to Class`A Member- ship on the happening of any of the 'following events, whichever occurs earliest: (1) When the total votes outstanding in the class A Membership -equal the total votes outstanding in the Class B yem- bership; or ' (2) The second anniversary of the original issu-- once of the Final Subdivision Pub! is Report for the Properties,. 1 Section 2. Majoritt! of Quorum. Unless otherwise expressly provided n these By -Laws or the Declaration, any action which may -by be taken the Association may be taken by a majority 'of°a quorum of the Members of the Association. Section 3;,Quorum. Except as otherwise provided in these By -Laws, the presence ip person -or by proxy of ,at least fifty-one percent (511) of the -voting power, of the Membership of the,Associ- at-ion shall constitute a quorum of the Membership. Members pres°- e4i at a duly called or held meeting at which a quorum is oresent May continue to do business until adjournmente notwithstanding,the Withdrawal of enough Members to leave less than a quorum. Section 4. Proxies. Votes may be cast in person or by proxy. Proxies, must be in writing ,and filed with the Secretary at least twenty-four (24,) hour's before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease after completion of the, meeting for which the proxy was. filed: ARTICLE III - :> ADMINISTRATION Section 1,. Association Responsibilities. in accordance with ll the provisionss-of the Declaration, the Association, shall the 114rpsponsibili"ty : of administering the Properties, approving the �s Fptop, aqutoN, eU{'iN8 a McKft7alcK `Z" 6. LAWCdot"I"Tiom f » J i r r I" OG3icc 6/il/77 VT, Filo do. 1067 r , 1�1 a annual budget, g r establishing and collecting all 450065ments autho- rized under the Declaration, and arranging for overolt architec- tural control of the properties. Section 2k, _P1acev'-oE Meeti»gs_of bfembers; 1400 ings of the Members Shall be"held on the Properties or such other suitable place in State County as proximate °thereto as praatLC4ble and convenient to the Members as may be designated froth time to time by the Board of Directors,. Section. 3, Annual Meetings of Members. The first annual meeting of Members shall be held within forty-fivo (43) days after fifty-one percent (51%) of the' escrows for the sale of all of the " Lot's in the Properties have closed or within Six (6) months after the close of escrow for the sale of the first Lot in tile Proper- b ties, whichever occurs first. Thereafter, the annual meetings of the Association shaIa'uc held on or about the anniversary date of >` the first annual meeting. "At each annual meeting there shall be elected by ballot of the Members a Board 6Directors, in accor- dance with the requirements of Section 5 of Article IV of these By -Laws. The Members may also transact such other business of the - Association as may properly come before them. Each first Mortga�" a gee of a Lot in the Properties may designate a representative to attend all annual meetings of the LHembers. Section 4. Special Meetings of`Members. It small be the, JULY of the President to call`' a special meeting of the ;4eri6ers) as directed by resolution of a majority of a quorum of the Board of Directors, or upon a petition signed by Members representing' 1 61 at least 1.wenty iVe percent (25%) of the total Voting power of t� the Association or by at least fifteen percent (15%) of the voting,. .' ':poWer residing in Members other than Declarant.' The, notice of any .pecia;l meeting shall state the time S and place of such meeting and the purpose thereof. No business Eall be transacted ata special meeting except as stated in the notice, sinless ,by consent of those Members present, in person or by proxy, representing 'at least eighty percent (80%) of the 'voting ponder of the Association. Each first Mortgagee of a,Lot in the Properties may designate a repre- sentative to attend all special meetings of the Members. -Section 54 Notice of Meetings of Members. It shall be the duty of the Secretary to mail a notice of each annual or special meeting of Members, stating the purpose thereof as well as,the day; hour and place where it is to be held, to each ,Member of record and to each first Mortgagee of a Lot which -has .filed a written reaues't for notice with the Secrotarys at least ten (10) but not more+than thirty '(30) days prior to such meeting. The notice may set forth BURNS 6 MCKITTRICK , -- , �n A •.t w tit 4_, i' ^lfYllerrl�Irv�mnrr • _._ 6! .--___i �. ' ... 1 ., ''' ,t y I I)i;Utcc 6/21/77VT (.rile No 10767 time limits for speakers and-nominating procedurao ror the meeting. The mailing of a hotice, postage prepaid, in the manner provided in this Section, shall be considered notice served, forty-eight (-0) hours after said notice has been deposited in a regular depository of the United States mail. Such notice shall;.he,posted' in a conspicuous place on the Common Area, ,and such notice shall be deemed served upon 0, iiember upon post;ir g if no :address has been then furnished the Secretary. The Board of Directoro may fix a, date in the future as a record date for the determination of the Members entitled to notice of. and to vote at any ,meeting of Dlefibers. ' Thb record date so fixed shall not be more than thirty'(30) days nor less`than -ten (10) days prior to the date of the meeting. When a record date is so fi,xed,only Members of record on that date shall be entitled to notice of and to vote at the meet'ing,,notWith- standing any transfer of or issuance of tdembershp cer ificates on the books of,,the Association after the record date. e`r`r Section 6. Adjourned Meetinos. If any'meeting of Members cannot be organized because a quorum is not present, the Members- who are present, either in person or by proxy, may adjourn the meeting to a time not less,than,five (5). days nor more than thirty (30) days from the time the original meeting Was called,, at which t' meeting the quorum requirement shall be the presenco in person or by proxy of the Members holding at least twenty-five percent (2$%) 1 of the voting power of the Association. Stich adjourned meetings r " may be held without notice thereof as provided in this Article III, provided that notice is given by announcement at the=meeting at which such adjournment is taken'. ,If a meeting, is adjourned for more than thirty (30) days, notice of the adjourned meeting shall '. I be given in the manner provided in Section of this'Atr,icle TSI. 5 Section 7. Order of Business. the order of business at all meetings of the Members shall be as .follows: (a)' roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice;: (c) reading of minutes of preceding meeting; (d) reports of officers, (e) reports of corn- mittees; (f) election of inspector ofelection (at annual meetings or 'spedial mee Ings, held for such purpose) ; (9) election of Direc- to;;js (at annual meetings or special meetings held for such put- po(•e); (h) unfinished business; and (:'i) new business. 'Meetings 0E�Metnbers shall be conducted by the officers of the Association; ih�gtdez of their priority. Section 8. Action Without Megtinj Any action, which under the Provisions of the Californ a Corporations Code may be taken at a meeting of the Members, may be token without'a meeting if authorized by a Wkiting signed by all of the Mombers who would be entitled to vote at a meeting for such purpose, and filed with the Sectetary. F41LOF, q.0L6TON.' .. -4- - v1 ' UURNS 6 MCKITTAICK ALAYv'Cb�roM,tCN - - h ' A 11 l DG8 cc 6/21177 VT file tMo. 10, 67 Section y. Consent of,1bsentees. The trahoactions of any meeting of Members, either annual or special, hosir;ver called and noticed, shall be as valid as though had .at a meeting duly held 4' after regular call and notice, if a ouorum be prnbent either in person or ;by proxy, and if, either before or after the meeting, each of the Members not present in ;person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minute's thereof. All such waivers, consents 'or approvals shall be filed with the corporate records or 'made a part of the minutes of the meeting. Section 10. Minutes, Presumption of Notice. Minutes or a similar record oft the proceecings f meetings`off Members, when signed by the President or secretary, shall be presumed truthfully to ,evidence the matters set forth therein. A tecitatlon ins�the minutes of any such meeting that notice of the meeting was preoerly. -given sha11 be prima facile evidence, that such notice °was given. ARTICLE IV u a BOARD OF DIRECTORS J Section Y. Number and QualificatlO'n. The property, business " and of airs of the Association. shall be governed and managed by a board of Directors composedof five C5.) Persons, each of whom, except for those appointed and serving as first Directors must either ole a -resident Owner of a Lot- in'the Properties, or an agent of Declarant for so long as Declarant owns a Lot in the Properties.' The board of Directors may increase, by resolution, the authorized ' ' number of Directors; provided that the tMembers shall have the sole xignt to elect the new Directors. Directors shall not receive any salary or compensation for their services as Directors unless such 'is - compensator.first approved by the vote or written consent of Members Representing at least 6' majority of both the Class A and Class ,a voting power) provided, however, that (1) nothing herein .contained shall be cc+nstrued to preclude any Director from serving the Association in some other capacity and receiving compensation therefor, and (2) any Director may be reimbursed for his actual expenses -incurred ,in the performance of such Directors' duties: Section 2. Powers and Duties; The Board of Directors has the powers and duties necessary for the administratitln of the r. affairsthe aa y c �s a as by law ors'bcittiese 9naLaws d�cecteduto''9clercisedngs y Y y' and 1i done exclUsavel b, the Members. T y y he Board of girectors shall no enter into any contract for a term in excess of one (1) year, without the vote or written consent of the Members representing at IULdP. NOLSTON. rJUANS A- MCMIYTRICK A LAW t0R"001014 r _l i iii ri _ , �a rif)tlwt) 10/7/77 V'z' P110 Now 10767 i; least a. majority of the Class A and Class B voting power, except for (1) any contract with a public utility company ,�such as Pacific Gas and Electric Company) which requires a term in excess of one , (1:) ,year, (2) a management contract the terms of,which have been apptoved by the Veterans Administration or the Federal Housing ,ldmii:3gsttaiion, and (3) prepaid casualty or liability insurance polic�q�s of not more than three (3) years' duration provided that I)icies the po permit short-term cancellation by the Association. lS`ectidh 3. Special Powers and Duties. 10ithout prejudice to such T ng gener�T powers an duties and such poe'rrs and dutie, regoT as, are `het ,forth in the Declaration, the Board of Directors is vested t}lth, and rel,ponsible for, the following powers and duties: (a) -,�o select, appoint, and remove all officers, aq-�nts, and employees ot�the Association, to prescribe such powers an -7' duties for them r5 /may be consisI(znt with law, with the Articles, the Declaration and these By -Laws; to fix their compensatioh and to require from them security for faithful service when deemed advisable by the Board. �1 (b) To conduct, manage and control the affairs and business of the Association, and to make and enforce such rules and regulations therefor consistent with law, with'the Articles, the Declaration and these By -Laws, as the Board may deem necessary or advisable. ,(c) To change the principal office for the transaction i° of 6e business of the Association from one location to another within the,. County of Butte as provided in Article I hereof, to designate any place within said County;for the holding of any annual or special meeting or, meetings of Members consiqt,ent with the provisions of Article IiI, Section 2 hereof; and to adapt- and use a corporate seal and to alter the form 0., f! such seal from time to time, as the Board; in its sole judgment, may deem best, provided that such seal shall at all times comply with the provi- SiOjjZL of law. (d) with the approval of Members representing C!t least two-thirds (2/3rds) of the Class A voting power of the Association, to ` -borrow money and to incur indebtedness for the purposes of the --Association, anG'to cause to be executed and delivered therefor, in the.Association's name; promissory notes, bonds, debentures, deeds of trust; mortgages, pledges, hypothecations or other evi- ,. 0e4ces of debt and securities therefor': —6s. r - FVWp. ROLSTCNr nURt+s a MCKjrT*ICK ... - I ,v. .. A LAw eonroianoM N. V t; ,:, UCR:cri•-:G%21j`l' Purr �,� _ t'ile t•ao. 1b76��� (e) To fix and levy from time to time annual assess- ' Monts, special Assessments, and Reconstruction Assessments upon the Members, as provided in the Declaration; to fix and levy EKom, time to time in any fiscal year Capital Improvement Assessments applicable to that year only for capital, mprovements; to deter- mine'"and fix the due date for the payment of such assessments, and the/date upon Which the same shall become delinauent; provided, however, that such assessments shall be fixed acid levied only to provide for the payment of the common expL4hses of the Association sand of taxes and assessments upon real or personal property ownedy leased, controlled ;or occupied by the Association, or for"the pay- ment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the main tenance, improvement or development of such property or for the Payment of any and all obligations i`n relaLion -, thereto, or in pec forming or causing to be?rperformed any of the purposes of the Assn- ciati'on for the general ;benefit and welfare of its Members, inI accordance with the provisions of the Declaration,, The Board of Directors is hereby authorized to incur any and all such expendi- `tures for any of the foregoing purposes and to provide,, or cause to be provided, adequate reserves for replacements as it shall deem to be necessary or advisable in the .interest of the Associa- tion or welfare of its Members; The funds collected by the Board Directors of from the Members, attributable for replacement reserves, for maintenance, recurring less.frequentl,y than annually, and for capital improvements, shall at all times, be held in trust for the. Members amd shall not be coMmingled with other assessments collected from the-;,Membees. Disbursements from such trust .resertie fund shall be made only in accordance with the provisions of the Declaration. Such annual assessmehts, Reconstruction Assessments, Special, Asses mPnts and Capital Improvement Assessments.,shall be fixed in accordan•f;e with the provisions of the Declaration. $hould any Member fail to,pay such Assessments before delinquency, they % Board of Director's in its discretion is authorized to enforce the, payment of such delinquent assessments as provided in the Declara- Lion. (f)' To enforce the provisions of the Declarati6o'e4-c:over- ing the Properties, these By -Laws or other agreements of the Association. (g) To contract for and pay fire, casualty, errors end omissions and director and officer liability (where economically practical), blanket liability, malicious mischief, vandalism, liquor liability and other insurance, insuring the Members, the,, Associ.a;ti6ftOthe Board of Directors and other interested parties,, in'accordance with the provisions oftheDeclaration, covering and . " ' '.. Nulp, noY.$TON, —7 I, T " Dcn:cc 6/21/77 VT oils; NO. "10761 protecting against such damages or injuries as Isho Board deems r advisable (which may include wi.thoLr,z Iimitation;tnedical expenses J of persons injured on the Common Area, Lands cstp � lls,ihf,6,nance Areas or"Structural Maintenance Areas). The:,Bonrd shy review, not less fre.cµently than annually, all insurance polic,.idt and bonds obtained bp.,... e Board on behalf of the Association. (h) To conbtAct for and pay" maiotenancn.;, gardening; utilities, materials, and supplies, and services relating to,the- Common -Area, Landscape tlaintenance Areas a'nd Structural Maintenance s Areaand to employ p.ersonnel necessary for the operation of the Properties, includinl-legal`'and accounting services, and to con- tract for and pay for Improvements and landscaping on the COmr.dn Area, Joandscape Maintenance Areas and SL•ructural Maintenance Areas. (i) To delegate its g powers according tis law;. and sub- I I1 - jest to the approval of the Members, to adopt these By -Lags. 1 (j) To grant easements where necessary for uLi;.sties and s wet facilities over the properties to serve the Properties,., (k) To fix-; determine and name from time to time, if nec- essary or advisable,,, the nonprofit fund, trust, foundation or corpo,'\ rationrto which the assets of this Association shall be distrib- \, uted upon licluidati,on or dissolution, accord,in��to the A.rti'clen. of Incorporation of theW'Association: The assets so Oistributed shall be,, those remaining after satisfaction -,of all just debts and obliga-, } i tions,of the Association', `and after �jjIS tribution of all 'property 4 held. orYac aired b the AS. S. ation un`dor the terms of a specific quire y kelld. Uu " (1) To adopt such rules 'and ,.reaulations as the Board may deem becess:ary for the management of the Proierties, which. ., ii rules and iregu,lations shall. become effeckive,land binding after (1) they are adopted by'a 166"' y��af the Board at a meeting called for that, purpose, orb the wrItten consent of such number of 0 Directors attac ed to u'copy of the rules and regulations of the Asso(diation; and (2) they are posted in a conspicuous place in the/, Common Area. Such rules and regulations may concern, without lim,4 ,I station'; use of the Common Areai signs; parking restrictions, mir." imum standards of property maintenan8e consistent with the Decl`a�� !� rakion and "the,procedurej of the Architectural,Commtttee, and 'the any other matter with n jurisdiction of the Association as provided provided in the'Declacation; provided, however, that such and regulations shall be enforceable only to the extent that they are consistent with the Declaration, the Aet cles/'of Incorporation and theses By -Laws. pUpeP, AOL6Y6N, OUp L MO �- 1, A LAW CO111'OpAT1Oj/ IM . ,. Y r Ar WOWS X11 Cv_ r- 0 t!. DGA-,wd 10%7/.77 VT j W Pile No. 10767 a (m) To keep, or cause to be kept /'"ajComplete record of all acts and corporate affair6inof the Association and to-ptesent a, t` statement thereof to the Members at the annual Mee+;,'jng of the. Giem-, bets and at any other time that such statement 10 requested by at least ten percent (10%) of the Members who are entitled Jo vote.. (n) To appoint a Membership Commit ea comprised oE;at ,east 6ne ,(1) Director and at least one (1) Astocia�tion'Mem er at 40 '"large. The Memboeship.Committee shall be responsible for contact- ing'all purchasers of Lots in the Properties as soon. as any trans - ter of title to a Lot is discovered. The Membership Committee shall further attempt to establish initial contact with all Mem bets who are delinquent in the payment of any assessments or other charges due the Association. (o) Trz sell propes,ty of the Association, provided, how- ever, that the prior=vote or written approval of Members entitled to cast at least two-thirds (2/3rds) of each class at the voting power of the Association must be obtained to sell during, any fiscal' year property of the Association having an aggregate fair i+arket .� value greater than five percent (Fe) of the budgeted gross',zxperses of the Association fi(,k that fiscal year: Section 4, Mahagement Agent, On or before the date of 40 the f• Irst annual meeting of tE a 1, embers of the Associa,t:io,n, the t Board of Directors may appoint for the Association a management or collection agent at a compensation established by the Board to perform such duties and services as the'Qoard shall authorize, {" including, bu,t not limited to, the duties listed in Section 3 of this Article SV Section 5+ Election und Term of Office.. At the first annual meeting o tYie Members, and tnereafter at each annual`meeting of the Members, new Directors shall be elected by secret written bal- lot by a majority"`of Owners as provided in these By -Laws, and all positions on the Boardof Directors shall be filled at that elec- ' n that , tion, anannualmeeting is not held or the' tion. In the eve t a t g,f , Board is not elected thereat, the raaed may be elected at any spe- oial meeting of the Members held for .that purpose. Each Director shat] hold office until his successor has been elected or until his death, resignation, removal or; judicial adjudication of mental ' incompetence. The term of office of each Director elected at the a first annual meeting and the term of office of each Director elected to fill ,a vacancy created by the expiration of the term of office of the,respective past Director shall be one (1) year. The term of office of each taitector elected to fill a vacancy cre- ated by the resignation, death or remov6i—of his predecessor shall; HURN9-1V mckIT' `RIC.K J 1.�.yJ., 1740 , „ �1 Wi -cc 6%21/77 VT c� , i!'ile too. 10767 be the balance of the unserved term of his predeceuoor,. Any person deriving as a Director, may be re-elected, and there :;hall be no limitation on the number of terms during which he may serve. Each.' ;iertber may accumulate his votes for the election and removal of Directors as provided in this Article IV. At any election of the Board; each Member may give one or ,more candidate for Director,, a number of votes equal to 'he spar -e of the voting power as set ,forth in the Declaration, multiplied by the number of Directors to be Elected. 4 NotwithLtanding the foregoing, whenever (:1) notice is given for an election of Directors of the Board and (2) upon such data Declarant is either (i) entitled to exercise a Class B vote, orc� (ii) entitled 'to exercise a' majority c -f the voting power o;£ the Association, and (3) upon such date the Members other than Declar- ant do not have a•suffi.cient percentage of the voting power of the Association to elect a number of Directors representing at least twenty percent (2000 though not less,than one (1), of the entire Board through the foregoing cumulative voting prpcedure,, there such notice shall also provide for the following special elec- tion procedure. Dlectkon of Directors shall be first apportioned to the Members other than Declari;nt until the aggregate number of t Directors on the Board electeo' by such Members; other than;oeclaeant „ represents at least twenty percent (20%), though not less than one (1), of the entire Board. Any resident Owner shall be an eligible. candidate for,,,.tho sped'ia1 election upon receipt by the Secretary of a Declara,`ion"'ef Candidacy, signed by the candidate, at any bal-time prior to the election. Such election shall be by secret lot unless a,majority of the Members other than the peclarant determine otherwise: The person or persons receiving the greatest number of votes cast by the Members other than Declarant shall be elected to the Hoard in a Coequal capacity with all other Direc- tors, The remaining Members ,on the Board shall be elected through the customary cumulative voting procedure outlined above. Section 6. Books,Audit. The Hoard of Director's shall cause to bemainrained a'xu 1 set of books and records showing the fihan- cial condition of the affairs of the Association in a manner con- sistent with generally accepted accounting principles, and at no ` greater than annual intervals shall obtain an ,independent certified audit of such books and records: A copy of each such audit shalt be delivered to a Member within thirty (30) days after the'completion of such audit upon written request from a Member. A balance sheet " and an audited operating (income) statement for the Association, shall be distributed,,jto each Member (and to any institutional holder of a first,Mortgage on a Lot in the Properties, upon request) as follows: ' 1; ii RNS.A. MtKIT RIC „10, fltlR!{S & M.KIT7RIGK ,A .® Fav A LAW r*A IONATI,OH' c r , '`ra'r Yht?"Yrw Ww'Na4 +e+w 1 , rE�111{�Yl�ill�'�✓1�Y6'RYVMffJ7�lOIY�fY�4M ` '. ...• .. ,..,-..... .. .. 1 Wa cc, 6/21/77 V File No, 100-1 , (a) An initial balance sheet and an initial operating statement as of an accounting date which=shall be the last day of the month closest in time to six (o) months follow.Lng the date of cloning of the first sale of a Lot ,to a Member=, within sixty (00) ;days .of such accounting. date; (b) Thereafter, an annual balance sheet and an annual operatingrtstatement as of the last day be the Association's fiscal year, within ninety (90) days of such accounting date. " The operating statement for th,e first six (6) months account-: ing period referred to in (a) above shall include a schedule of assessmentsreceived or receivable itemized by Lot number and by the name of the person or entity assessed. All .books, records and papers of the Association shall bemade available for inspection and copying by any Member or his duly appointed representative at the principal officeof the Association or at such other place within the Properties as the Board may T,escribe. The Board shall establish reasonable rules with respect tC'!f`(1) notice to be given to the custodian of the records by the Memger desiring to make the inspection, (2) hours and nay's of the week>>�ahen such an inspection may be .made and (3) payment of the cost of("reproducing copies of y documents requested by v Member. Every D"rector shall have the absolute right at any reasonable time to Lnispect all books, roc-: ords and documents of the Associations and the phyZical properties bVned or controlled by the Association. The right o4 the insnec- tion by a Director shall include the right to make extracts and .copies of documents. section 7. Vacancies. Vacancies in the Board of Directors caused by any reasonotner than the removal of a Director by a Vote of the 11fember-s of the Association shall be filled by of ,vote the Majority of the ,remaining Directors, even though they may Con- stitute less than a quorum; and each person so elected shall ne 1) a Director until a successor is elected at the next annual meeting of the Members of the Association, or at a spacial..neeting;of the, Members called for that purpose.. A vacancy or vacancies shall be -deemed to exist in case of death, resignatiohi removal or judicial adjudication of mental incompetence of any Director,-or in case the Members fail to elect the full number of authorized Directors aL• any meeting at which such election is to take place., Section g Removal of Directors. At any regular or special meeting of thethe hlembers duly called; any one or more of the Direc- tars may be removed withor withoutcause by a majority vote of t'y-the Members of the Association# and a successor may then and there f''be elected to fill the Vacancy thus created. Any Director whose NNP, no". TON. OUNNO &. A1CKMMICK «11= T UW ae006xAneN 1 IM r? o W 1 �+ , r• d .. w W 'r DGF3,cc 6/21/77 VT Filo No. 10767 RM it � reMoval has been proposed by the ;gembers shall be given an oppor- tunity to be heard ,at the meeting. if more than one Director is to be removed at any one time, each Momber may accumulate his votes and vote for or"against such removal of one' or more of the Directors in the number of Votes equal to his share of the voting power as set .forth in the.Declaration,, multiplied by 'the number of Directors sought to be removed. where the entire Board of Direc- „t sis removed one LiMe,Director irector shall be removed if the numb'eko£votes casta against his exceeds the quotient g arrives?%at when the total number of Lots in the Properties is di.v,ided by one (1) plus the authorized number of,Directors-.•,. It, -uny or all of the Directors are so removed�j new Directors may be elected at the same meeting. Notwithstanding the foregoing, :any Director who has been elected to office solely by the votes ofNem- bers other than Declarant pursuant to Section 5 of this Article TV may be removed from office ptioe to the expiration of Eris term,of,, office only by the vote of at least a simple majority of the voting power residing in Members other than Declarant+ ySection '9. Organization Meetino of Board. The first regu- lar ("organization") mee ng of a new y elected Board of Directors shall be held within ten (10) days of election of, the Board, at such place as shall be fixed and announced by the Directors at the meeting at which such Directors Were elected, for the purpose of organization, election of officers and the transaction of other, business. No notice shall be necessary to the newly elected Direc " F tors in order legally to constitute such meetingj provided a major- it of the whole Board; shall be present when the time and place are announced. Section 16. Ae ular-Meetin a of Board. Regular meetings of the Board of Directors sna.ll oe open to a Members; provided that Members who are not Directors may not participate in any deliber- ations or discussiorr� at such regular meetings unless expressly' so authorized by a vote of•a majority of a quorwn of the Board of Directors. Regular` eetings may be held at sl�ch''time and place within the Pedpertic as shayl be determined, from time to time, by a resolutio,j adopt ed by a`p,ajor'ty of a quorum of the Directors; provided;, however, that such meetings, shall be held no less fee- quently than quarterly. Notice of the time and place of regular ' meetings of the Board 'of Directors shall be given to each Director, personally or by mail; telephone or telegraph, at`least seventy- two (72) hours prior to the date named for such meeting, and shall- be posted at a`prominent place or places within the Common Area, , rULOO. ROLSTON. -12- OURNs d MaioftnicK..,` ti Cn m J ..valrawr, .say.,.. ♦ t .�!� is CD btli;lCG 6/21/77 Vi Filo No. 1067 section 11. Special Meetings of Board. Special; meetings of the Board of Directors shall'be open to all membars,, provided, that Members who are not Direotors may not participate in any delibera= tions or discussions at such special meetings, unless expressly /f so authoria:ed by a Vote of a majority of a quorum of the Board of it Directors. Special meetings may be called by the President (or; if h-e is absent or refuses to act, by the Vice President) ee by any two (2) Directors.' At least seventy-two ('72.) hours notice shall be given to"each -Director, personally or by mail, telephone or te'legr'aph, which notice shall state the time, place (as,herein•- above provided) and the purpose of the mpeting,; and shall be posted at a prominent place or places Within the Common Area. I:f served by !nail, each such notice shall he 'sent, postage prepaid, to the address reflected on the records of.the Association, and, shall be deemed given, if not actually received earlier; at 5,00 o'clock; p.m.. on the second day after it is deposited in a regular depos- itory of the United Statgs mail as provided herein. Whenever any " Director lies been absent from any special Meeting of the Board, an entry in the minutes to'the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting -was given to such Director, as required by law and as provided herein. Section 12. Waiver of 11otice. Before or at any meeting of the Boarof irectors, any Director may, in writing, waive per- sonal, notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice.. Attendance by a Director at any meeting of the Board shall be a waiver, of notice by him of the time and place thereof: If all the:-6irectors are present at any meeting of the 'Board, no notice to the Dire ctors,'shall be required and any business may be transacted at such'meetiig. 'ihe ; ® I-- _ _d transactions of any meeting of the Board, however called and no-, ticed or wherever held; shall be as valid as though had at a Meet- ing duly held after regular call, and notico,if a quorum be pres- ent, and if, either before or after the meeting, each of the Directors not present s;igns.,such a written Waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such Waivers,.eonsents and approvals shall be filed with_,the records-of the Association or made 'a part of the minutes of the meeting. Section 13. Quorum and Add'-journment. i,xcept as otherwise expressly provided herein, ata•11 meetings of the Board of Direc- toes, a majority of the Directors shall constitute a quorum Eor' the transactionofbusiness, and the acts of the majority of the Directors present at a meeting at whicha: quorum % present shall be the acts of the Board of Directors. it at an/ meeting of the OURiN3 6 MOO ICK A "M COR004ATIOk i ` 1�J 4 t y Z ' , , , pOB:cc 6/21/77 VST File No. 10767 I' Board of Directors, there is less than 'a quorum present, the major— ity of those present may adjourn the meeting from time to time. At any such adjourned meeting; any business which might have been transacted at the meeting as .originally called may be transacted Without further notice. The Board may, with the approval of a"' majority of 0 quorum of the Directorsr adjourn a meeting and 9 reconvene in executive session to discuss and vote upon personnel matters+ litigation in which the Association is or may become . ii involved and orders of business of a similar nature The nature' of any and all business to be considered in executji%'-;session shall first !be announced in open session. ` Section .14. Fidelit .Bonds. The Board or Directors may require that officers and employees, of the .Assoc anion han- dling or responsible for A55ociation funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid 'by the " Association+ Section 15. Committees. The Board of birectors, by resblu- II tion, may from time tot me desighate such advisory and other coat- I mittees as it shall desire, and may establish the purposes and I� powers of each such committee created. The resolution designating II and establishing the committer: shall provide for the appointment t of its members, as well as a chairman, shall state the .purpotes of the oommittee, and shall provide for reports, termination, and" other administrative matters as deemed appropriate by the Board. 4. ARTICLE V OFFICERS Section 1. Designation: The principal"oificers-of,the Asso- ciatin shall bea President, a Vice President, a Secretary, and � a Treasurer; aL", of whom shall be elected'by the Board of Direc- ` t i tors. The Boar4 of Directors may appoint an Assistant Trcrasurer and an Assistant Secretary, and such other officers as in' their . Judgment may be necessary. Officers"othet than the President dood bt be Directors. The office of S.ecre"tart' and Treasurer may be r?,4d by vhe same Pertano but the oftice of President and Secretary �,,trirsy not be held by the same Person. Section 2. Election of Officers. The officers of the Asso= c'iation sha Ibe elected annually by the Board of Directors at the Organization Meeting of each new Board of Directors, and each officer shall holdhis office at the pleasure of theBoardof blrec, tors; until he shall resign or be removed or otherwise disqualified to serve or ,his successor shall be Elected and qualified to 'serve. i FUL01+. AbLGTdMw' . lq. w O0gN3 ri:MCkIT7gtCK' - - a.r..., CT C (( 1.. ... O r' 1. . 008:0c 6/21/77 VT Vile No. 10767 Section 3. Removal of Officers. Upon an affirmative vote Of a majority of the entire Board of Directors, any offices may be romoved, either with or without cause, and his succloasor elected at any regular m&eting of the Boar6 of Directors, at at any spe— cial meeting of the Board of :Directors called for :such purpose. Any officer may resign at any time by giving writfeh notice to the Board or to the President or Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any Tater time specified therein; and unless other- wise specified in said notice:, acceptance`of. such resignation by the Board shall not be necessary to make it effective. Section 4. Compensation. Officers, agents, and employees shall ,;receive suaW reasonable compensatioh for their services as ► may be authorized or rarified by the Board; provided, however, that no officer shall receive any compensation for services perms formed'in the conduct of the Association's bus'ine3!, unless :such compensation is approved by the vote or written concent of Members representing at least a majority of both the Class A and Class B voting power; -and provided further, that (1) nothing herein con— tained shall be construed to preclude any officer from serving the Association in some other capacity and receiving compensation thorefor, and (2) any officer, may be reimbursed for his actual /� I' expenses incurred in the performance of his duties. Appointment of any officer* ag"ent, or employee shall not of itself create ebn= tractual rights of compensation for services performed by such officer, agent, or employee. Notwithstanding the foregoing, no officer, err'Ployee•,orodirec tar of Declarant or any affiliate of Declarant may receive any compensation. i,�5erti6n 5, President. The President shall be the chief r ' (I executive officer of the Association, He shall preside at all meetings of the Association and of the Board, of>Directors, He shall have all of the general powers and duties which are usually", vested in the office of the President o`f a corporation, including' bti't not limited to the power, subject to the p.rovisionb of Article IV, Section 16, to appoint committees from among the Members fron time to ,time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association. The Peesi— dent shall,subject to,,the control of the Board of Directors, have general supervision,direction and control of the business a, the Association. TheA'PreJ,ident shall be ex officio a member of all standing committees, ��nd he shall have such other powers and duties as may be prescribed by the Board of Directors or, these By -Laws of the Association. ire NLOP,. ROLSTONc UURNs &11MCxMn1C% ry v I + �. 1J: . „ D013.0a 6/21/77 VT Cile No. 1U767 Section 6. Vice 'President. The Vice Pre;aident shall take the place of the Prestagnt and perform his duties whenever the ,President shall be absent, disabled, refuses or unable to act. If neither the President nor the V,..ice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The vice President shall also perform it such other duties as shall from time to time be imposed upon him 1.,y the Soar'd of Directors or these By -Laws of the Association. Section 7. Secretar . The Secretary shall keep the minutes of all meetings, o the--- e'soard'of Directors and the minutes of all meetings of the Association at the principal office of the Associ- ation or at such Other place as the hoard of Directors may order., The Secretary shall keep the seal of the Association in safe cus- = todv and shall have charge of such books and papers as the Board of Directors may direct, and the Secretary shall, in general, per- form all of the duties incident to the office of Secretary. ,The Secretary shall give, or cause to be given, notices of meetings ' of the Atembe.rs of the Association and of the Board of Directors recuired by these By -Laws or by law to be given, The Secretary shall maintain a record book of Members, listing the names and addresses of the Members as furnished to the Association,, and such 3, books shall,n-%;Ichanged only at such time as satisfactory evidence of a change; ir,,fownership of a Lot is presented to the Secretary. The Secret ;,y�shall perform such other duties 'at may, be prescribed by the Bot?M of Directors. 1 Section 8. Treasurer. The Treasurer shall Wive responsltil= ity'for Association funds and securities and shall be responsible for keeping, or causing to be kept; full and accurate accounts',`` tax records and business transactions of the Associalion, includ- ing accounts of all assets, liabilities, receipt:.” an�3 disburse- ment's in books belonging to the Association. The shall ,Tzeasurer be responsible for the deposit of all monies and other valuable effects in the name; and to the credit,, ot,the Misociation in such depositories as may from timetotime be designatedbytheeBoarr!' of Directors. The 'Treasurer shall disburse the funds of the Asso=' Ciation as may be ordered by the Board of Directors,_'in accordance with the De'clarat on,`shall render to the President and Directors., upon request, an account of all of his transactions as Treasurer and of the financial conditions of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board 'of Directors or these. Ay -Laws. r ��« FULOPc ROLST04�. -16- �! 91JAN8 6 M¢KITTRICk 'y A UW f:pp0601AT1oN 1 t. tf I IMM D013; oc 6/21/77 vT NIO No. 10761 ARTICLE VI OBLIGATIONS OF MEMBERS �711, Section I. Assessments �a) All Xehbers are obligated to pay', in accordance with the provisions of to Declaration, all assessments imoosed by the Association, to meet all expenses_ of,the-Association (b) All 6elinquent assessments shall be enforced, col-" lected or foreclose.::. in the manner provided in"the Declaration. Section 2._ <aaSr:tenance and Repair, (a) E4ary lie- must perform promptly, at his sole cost and expense, such aziatenance and repair work on his Lot as is required under the t ovisions of the Declaration. ,As further pro- vided in the Decl w_ionr all plans for alterations and repair of ImprovemenCa on "he lo:s within the Properties must receive the prior written conse t of the Architectural Committee: The Archi- rchi-tectural'Cammittea tectural Cbmmi tte ashall establish reasonable procedures for 'the granting of such a pravai, in accordance with the Declaration: (b), As ,.t.vther provided in the Declaration, each Membershall . enditures a n= 'porrtiontion rofnthexcommon it repairing an Area P 5 P _' �' Y. P y the _ Association or the landscape Maintenance Areas or Structural Main- ' tenance Areas, which rre damaged through the fault of such td e,^^„opr. , Such expenditures z, 11 include all court costs and reasonable attorneys' fees .red in enforcing any provision of these By- Law's or the Declar taF.:n ARTICLE VII :1 AMENDMENTS TO BY-LAWS These By-Laws =.ay be. amended by the Association by the vote or Written consent Members representing at least (1)_a major- ity of the vot:inc pcw'er of' each class of the Members and (2) a majority of the vc «n; power of. the Association residing in Members other than C_clarant; provided that the specified per- centage of each c?ats of the .Members'ne'cessary to amend a spe- cif.ic" Section or prc ,tsio'n of these ay-Laws shall -noE be less than the percentaia +L `.affirmative votes prescribed for action to be taken under that tttttion or provision; and providedo further, that these By-Lawrt , be,amended by a majority of the entire Board, at any time plI,or to the close of .escrow for the sale of the, first Lot to a ticzvchaser from Declarant.The prior written O -17- ly VUR $ dA KirrFUCK. A' LA.W dCRPQAATWN ,. (x-.11 'a