4.1 Form of Association The Association shall be an incorporated association The rights and duties of the Members and the corporation shall be governed by the provisions of the Articles, Bylaws and this Declaration.
4.2 Membership Qualification Each Owner of a Lot (including Declarant) shall be a member of the Association and shall be entitled to one membership and one vote for each Lot owned, provided, that if a Lot has been sold on contract, the contract purchaser shall exercise the rights of an Owner for purposes of the Association, this Declaration and the Bylaws, except as hereinafter limited, and shall be the voting representative unless otherwise specified Ownership of a Lot shall be the sole and exclusive qualification for membership in the Association.
4.3 Transfer of Membership The Association membership of each Owner (including Declarant) shall be appurtenant to the Lot giving rise to such membership, and shall not be assigned, transferred, pledged, hypothecated, conveyed, or alienated in any way except upon the transfer of title to the Lot and then only to the transferee of title to the Lot Any attempt to make a prohibited transfer shall be void Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant to the Lot to the new Owner thereof.
4.4 Voting Rights in the Association The Association shall have two (2) classes of voting membership.
4.4.1 Class A Members shall be all the Owners, as defined in Section 1 12 hereof and the Articles of Incorporation, with the exception of the Declarant Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interests required for membership When more than one (1) person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to such Lot.
4.4.2 Class B Members shall be the Declarant The Class B Member shall be entitled to three (3) votes for each Lot in which he holds the interest required for membership by Section 4 2, provided, however, that the Class B members shall cease and be converted to Class A membership when the total votes outstanding in the Class A membership first equal or exceed the total votes outstanding in the Class B membership From and after this conversation, the Class B Member shall be deemed a Class A Member entitled to one vote for each Lot in which it holds the interest required for membership.
4.5 Joint Owner Disputes The vote for a Lot must be cast as a single vote and fractional votes shall not be allowed In the event that joint Owners are unable to agree among themselves as to how their vote shall be cast, the majority of the joint Owners shall prevail and the vote allocated to such Lot shall be cast accordingly In the event more than one (1) vote is cast for a particular Lot, none of the votes shall be counted and the votes shall be deemed void.
4.6 Pledged Votes In the event the record Owner has pledged in writing his vote regarding specified matters to a Mortgagee under a duly recorded Mortgage, or to the vendor under a duly recorded real estate contract, only the vote of such Mortgagee or vendor shall be recognized in regard to the specific matters upon which the vote is so pledged during a period of foreclosure involving a Mortgage and/or during a period of forfeiture involving a real estate contract and only if a copy of the instrument with this pledge has been filed with the Board Amendments to this subsection shall only be effective upon the written consent of all the voting Owners and their respective Mortgagees and vendors, if any.
4.7 Annual Meetings, Audits There shall be an annual meeting of the Owners in the first quarter of each calendar year at such reasonable place and time as may be designated by written notice of the Board delivered to all Owners not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the annual meeting At the annual meeting, there shall be presented a report of the common expenses, itemizing receipts and disbursements for the preceding year, and the allocation thereof to each Owner, and the estimated common expenses for the coming year The Board at any time, or at the written request of Owners having at least forty percent (40%) of the total votes, may require that an outside audit of the Association and management books be presented at a special or annual meeting An Owner, at his own expense, may at any reasonable time make an audit of the books of the Board and Association The Board may require an audit of the Association books as often as deemed appropriate.
4.8 Special Meetings Special meetings of the Owners may be called at any time for the purpose of considering matters which by the terms of this Declaration require approval of all
or some of the Owners, or for any other reasonable purpose Such meetings shall be called by written notice of the president, or other request signed by a majority of the Board, or by written request by Owners having at least forth percent (40%) of the total votes, which notice shall be delivered not less than ten (10) days nor more than thirty (30) days prior to the date fixed for the special meeting The notice shall specify the date, time and place of the meeting and the matters to be considered No business, other than that set forth in the notice shall be transacted at the meeting.
4.9 Adoption of Bylaws Bylaws for the administration of the Association and for regular meeting of the Owners, or at a special meeting of the Owners called for that purpose, upon the vote of Owners holding at least sixty percent (60%) of the total voting power Amendments to the Bylaws may be adopted in the same manner as provided for in the original adoption of the Bylaws by the Owners, pursuant to this Section 4 9 Declarant may adopt initial Bylaws.
4.10 Bylaw Provision. The Bylaws may contain provisions identical to those provided in this Article 4, and may contain supplementary, not inconsistent, provisions regarding the operation of the Development and administration of the Property. The Bylaws shall establish such provision for quorum, ordering of a meeting a details regarding the giving of notice as may be required for the proper administration of the Association.
4.11 Management by Declarant Until a date five (5) years from the date of recording this Declaration, or the date on which Declarant shall have closed the sales of ninety percent (90%) of the available Lots, or the date on which Declarant elects to permanently relinquish all of its authority under this Section 4 11 by written notice to all Owners, whichever date first occurs, the Property shall be managed and the Association organized, in the exercise of the sole discretion of the Declarant, as follows
4.11.1 So long as no temporary Board is then entitled to exercise management authority under Section 4 11 2, Declarant, or a managing agent selected by Declarant, shall have the power and authority to exercise all rights, duties and function of the Board, including, but not limited to, enacting reasonable administrative rules, contracting for required services, property and insurance, and collection and expending all assessments and Association funds Declarant, or any such managing agent, shall have the exclusive right to contract for all goods an services, payment for which is to be made from any common or maintenance funds
4.11.2 Declarant may, at such times as Declarant deems appropriate, select as a temporary Board three (3) persons who own or are purchasers of Lots, or are officers of corporation, trusts, partnerships or other entities owning or purchasing such Lots This temporary Board shall have full authority and all rights, responsibilities, privileges and duties to manage the Development under this Declaration and the Bylaws, and shall be subject to all provisions of this Declaration and the Bylaws, provided, that after selecting any such temporary Board, Declarant, in the exercise of its sole discretion, may at any time terminate such temporary Board, and reassume its management authority under Section 4 11 1 hereof or select a new temporary Board under this Section 4.11.2.
4.11.3 These requirements and covenants are made in order to assure that the Property and the Development will be adequately administered in the initial phases of development, and to assure an orderly transition to Association operation.
4.12 Management by Board At the expiration of Declarant's management authority under Section 4.11 hereof, administrative power and authority shall vest in a Board of three (3) directors The Board may delegate all or any portion of its administrative duties to a manager, managing agent, or officer of the Association; or in such manner as may be provided by the Bylaws.
4.13 Elections Upon the expiration of the Declarant's management authority, the Declarant shall give notice of a special meeting, in accordance with Section 4 8, which special meeting may coincide with the annual meeting, for the purpose of electing directors to the Board Director' terms shall be for a period of three (3) years, except that the initial Board shall elect one (1) Director for a one (1) year term, one (1) Director for a two (2) year term, and one (1) Director for a three (3) year term Thereafter, expired terms and vacancies shall be elected or re-elected in accordance with the Bylaws Following the election, the Board shall elect its own officers in accordance with the Bylaws.
4.14 Authority of the Board The Board (or Declarant, or Declarant's managing Agent, as provided in Section 4 11 hereof), for the benefit of the Development and the Owners, shall enforce the provisions of this Declaration and of the Bylaws, shall have the duties, powers, authority and responsibility set forth under this Declaration and the Bylaws, and shall acquire and pay for out of the common expense fund hereinafter provided for, all goods and services requisite to the proper functioning of the Development, including but not limited to, the following
4.14.1 Water and other necessary utility services as required for the Common Area.
4.14.2 All costs for the operation and maintenance of a street light system for the Development.
4.14.3 Policies of insurance or bonds providing coverage for fire and other hazards, liability for personal injury and property damage, and for the fidelity of Association officers and other employees, as the same are more fully required by the Bylaws.
4.14.4 The services of persons or firms as required to properly manage the affairs of the Association to the extent deemed advisable by the Board as well as such other personnel as the Board shall determine are necessary whether such personnel are employed directly by the Board or are furnished by the manager or management firm or agent.
4.14.5 Legal and accounting services necessary or proper to the operation of the Association's affairs, administration of the Common Areas, or the enforcement of this Declaration.
4.14.6 Painting, maintenance, repair and all landscaping and gardening work for the Common Areas.
4.14.7 Any other materials, supplies, labor, services, maintenance, repairs, structural alterations, insurance, tax or assessments which the Board is required to secure by law, or which, in its opinion, shall be necessary or proper for the operation of the Common Areas or for the enforcement of this Declaration.
4.14.8 Maintenance and repair of the exterior of any building, including the rood windows and doors.
4.14.9 Maintenance, repair and replacement of the entrance sign and related landscaping, if any.
4.14.10 The Board and its agents or employees may enter any Lot or the Common Area when necessary in connection with the maintenance, landscaping or construction for which the Board is responsible or in the event of emergency Such entry shall be made with as little inconvenience to the Owner as practicable, and any damage caused thereby shall be repaid by the Board out of the common expense fund if the entry was due to any emergency or for the purpose of maintenance or repairs If the repairs or maintenance were necessitated by or for the Lot entered or its Owner, or requested by its Owner, the costs thereof shall be specifically charged to such Lot.
4.14.11 The Board shall have the right to make minor changes and/or waive various use restrictions as recommended by the Board, provided, however, that these changes or waivers shall not detract from the intent of this Declaration.