HomeMy WebLinkAboutGuilford Park_Governing DocumentsState of Indiana
Office of the Secretary of State
CERTIFICATE OF INCORPORATION
of
GUILFORD PARK HOMEOWNERS ASSOCIATION, INC.
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of
Incorporation of the above Non -Profit Domestic Corporation have been presented to me at
my office, accompanied by the fees prescribed by law and that the documentation presented
conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of
1991.
NOW, THEREFORE, with this document I certify that said transaction will become effective
Thursday, July 12, 2001.
In Witness Whereof, I have caused to be
affixed my signature and the seal of the
State of Indiana, at the City of
Indianapolis, July 12, 2001.
SUE ANNE GILROY,
SECRETARY OF STATE
1
2001071300338/2001071305368
ARTICLES OF INCORPORATION
OF
GUILFORD PARK
HOMEOWNERS ASSOCIATION, INC.
The undersigned incorporator, desiring to form a corporation pursuant to the provisions
of the Indiana Nonprofit Corporation Act of 1991, executes the following Articles of
Incorporation:
ARTICLE I
Name
Section 1.01. Name and Type. The name of this corporation shall be GUILFORD
PARK HOMEOWNERS ASSOCIATION, INC. (hereafter "Corporation"). The Corporation is a
mutual benefit corporation. Certain capitalized words used herein shall have the meaning set
forth in Article XII below.
ARTICLE II
Purposes and Powers
Section 2.01. Primary Purposes. The purposes for which the Corporation is formed are
to exercise all of the powers and privileges and to perform all of the duties and obligations of the
Corporation as set forth in the Declaration and all Supplemental Declarations.
Section 2.02. Additional Purposes. In addition, the Corporation is formed for the
promotion of the health, safety and welfare of the residents of the Guilford Park Subdivision and
other non-profitable purposes that are authorized by the Act and permitted to be carried on by an
organization exempt from Federal income taxation under the provisions of Section 528 of the
Internal Revenue Code of 1986 (hereinafter referred to as the "Code") and the Regulations issued
pursuant thereto, as amended.
Section 2.03. Specific Powers. Subject to any specific written limitations or restrictions
imposed by the Act, by the Code, by other law, or by the Declaration or the Articles, and solely
in furtherance of but not in addition to the purposes set forth in Section 2.01 and 2.02 of these
Articles, the Corporation shall have the following specific powers:
(a) To Manage, etc. To manage, maintain, repair and replace the Common Area,
and appurtenant easements, improvements and other property of every kind and nature
whatsoever, real, personal or mixed, located upon the Common Area or used or held for
use in connection with the business or operation of the Corporation for the benefit and
use of the members of the Corporation, subject to such restraints or suspensions of use
and voting rights of members as are provided herein, in the By-laws and in the
Declaration.
(b) To Make Assessments. To fix, levy and collect Assessments and to enforce
payment thereof by all lawful means.
(c) To Promulgate Rules. To promulgate such rules and regulations and perform
such deeds as are deemed necessary to achieve the aforesaid purposes.
(d) To Insure. To secure from insurers licensed and approved in the State of
Indiana, appropriate fire/property damage coverage, comprehensive general liability
coverage and such other forms of insurance as may be deemed necessary or appropriate.
(e) To Secure Services. To secure professional managerial services by
employing a professional manager, contracting with a professional management service
or entity, or otherwise, which services may include administrative, managerial,
bookkeeping, legal, architectural, engineering, maintenance, repair, construction and
other services.
(f) To Acquire and Dispose of Property. To acquire by gift, purchase or other
means, to own, hold, enjoy, lease, operate, maintain, convey, sell, transfer, mortgage or
otherwise encumber or dedicate for public use, real or personal property in connection
with the business of the Corporation subject to the provisions of the Declaration.
(g) To Borrow. To borrow money and, subject to the provisions of the
Declaration, to give, as security therefor, a mortgage or other security interest in any or
all real or personal property owned by the Corporation, or a pledge of monies to be
received pursuant to the provisions of the Declaration or any Supplemental Declaration,
and to assign and pledge its right to make Assessments and its rights to claim a lien
therefor.
(h) To Appoint a Fiscal Agent. To appoint a professional manager or
management company to serve as its fiscal agent to collect all Assessments and charges
levied by the Corporation and to enforce the Corporation's liens for unpaid Assessments
and charges or any other lien held by the Corporation.
(i) To Make Contracts. To enter into, perform, cancel and rescind all kinds of
contractual obligations, including (i) the guarantee of the obligations and performance of
others and (ii) any contract providing for the management of the affairs of the
Corporation by a professional manager or management company, possessing experience
in the management of homeowners associations.
0) To Act With Others. To perform any act which the Corporation acting alone
has the power and capacity tdperform by acting as a partner or otherwise in association
with any Person or Persons, whether legally constituted or informally organized.
(k) To Pay. To pay all Maintenance Costs, including all licenses, taxes or
governmental charges levied or imposed against the property.
(1) To Merge. To participate in mergers and consolidations with other nonprofit
corporations organized for the same purpose or annex additional real estate as provided in
the Declaration.
(m) To Otherwise Act. To have and to exercise any and all powers, rights and
privileges which a corporation organized under the Act may now or hereafter have or
exercise.
Section 2.04. Limitations Upon Powers
(a) Earnings. No member of the Corporation shall have or receive any earnings .
from the Corporation, except a member who is an employee of the Corporation, in which
event he may receive fair and reasonable compensation for his services as an employee;
and a member may also receive payments of principal and interest at a rate not exceeding
that from time to time permitted by the Act on funds loaned or advanced by him to the
Corporation.
(b) Loans to Directors. The Corporation shall make no advancements for
services to be performed in the future, nor any loan of money or property to any director
or officer of the Corporation.
(c) Dissolution. In the event of dissolution of the Corporation, all assets
remaining after payment of all debts of the Corporation; including advances and loans of
members of the Corporation, and, if so authorized by the Board of Directors, distribution
to members of the Corporation of such amounts as may be authorized by the Act, shall be
dedicated by the Board of Directors to an appropriate public agency to be used for
purposes similar to those for which this Corporation was organized. In the event such
dedication is refused acceptance, such assets shall be transferred by the Board of
Directors to the State of Indiana or any instrumentality or subdivision thereof exclusively
for public purposes, or to any nonprofit corporation whose purposes are substantially the
same as those of the Corporation and which, at the time of transfer, is exempt from
Federal taxation under Sections 501(c)(3), 501(c)(4) or 528 of the Code or the
corresponding provisions of any future United States Internal Revenue Law. Any such
assets not so dedicated or transferred by the Board of Directors shall be disposed of in
accordance with the Act. No member, director or officer of the Corporation, or any
private individual, shall be entitled to share in the distribution of any of the assets of the
Corporation on dissolution of the Corporation, except as otherwise provided in these
Articles or in the Act.
(d) Prohibited Activities.
(i) No part of the net earnings of the Corporation shall inure to the benefit
of any member, director or officer of the Corporation, or to any private individual;
(ii) No substantial part of the activities of the Corporation shall be
devoted to attempting to influence legislation by propaganda or otherwise within
the meaning of the prospective provisions of the Code;
(iii) The Corporation shall not directly or indirectly participate in, or
intervene in (including the publishing or distributing of statements) any political
campaign on behalf of, or in opposition to, any candidate for public office;
(iv) Notwithstanding any other provision of these Articles, the
Corporation shall not conduct or carry on any activities not permitted to be
conducted or carried on by any organization exempt from Federal taxation under
Section 528 of the Code and Regulations issued pursuant thereto, as amended, or
the corresponding provisions of any future United States internal revenue law, if
the effect thereof is to subject the gross income of the Corporation to federal
income taxation at rates established for corporations engaged in business for
profit unless the purposes of the Corporation set forth in Section 2.01 of these
Articles cannot otherwise be achieved.
ARTICLE III
Period of Existence
Section 3.01 Period of Existence. The period during which the Corporation shall
continue is perpetual.
ARTICLE IV
Registered Agent and Registered Office
Section 4.01 Registered Agent. The name and address of the Registered Agent in charge
of the Corporation's principal office is Paul Shoopman, Dura Development Corporation, 5740
Decatur Boulevard, Indianapolis, Indiana 46241.
Section 4.02 Registered Office. The post office address of the registered office of the
Corporation is Dura Development Corporation, 5740 Decatur Boulevard, Indianapolis, Indiana
46241.
ARTICLE V
Membership
Section 5.01. Classes of Membership. The Corporation shall have two (2) classes of
members of follows:
(a) Class A. Every Person, other than Declarant, who is an Owner shall be a
Class A member of the Corporation. Class A membership shall be appurtenant to and
may not be separated from the ownership of a Lot.
(b) Class B. The Declarant shall be a Class B member. No other Person, except
a successor to substantially all of the interest of the Declarant in the Development Area,
shall hold a Class B membership in the Corporation.
Section 5.02. Voting Rights.
(a) Class A Members. Each Lot shall have appurtenant thereto one (1) vote
which may be cast by the Owners thereof who are present in Person or proxy pursuant to
the voting procedures established in the By -Laws.
(b) Class B Members. The Class B member, if present, in Person or by proxy,
shall be entitled to three (3) votes for each Lot owned by the Class B member.
(c) Casting of Votes. Members who are not natural persons shall designate by
written notice to the Secretary of the Corporation the name of an individual who is
authorized to exercise the right of such Member to vote. The name of such individual
shall be kept on the records of the Corporation and may be changed only by written
notice to the Secretary.
(d) Tabulation of Votes. In any matter upon which a vote of the Members is
required or allowed, the votes of Class A members and the Class B member shall be
totaled and considered as though there were a single class of membership.
Section 5.03. Termination of Membership.
(a) Class A Members. Membership in the Corporation shall lapse and terminate
when a Class A member ceases to be an Owner.
(b) Class B Member. The Class B membership shall cease and be converted to
Class A membership in accordance with Section 4.03 of the Declaration.
Section 5.04. Suspension of Membership Rights. No Class A or Class B member may
be expelled from membership in the Corporation for any reason. The Board of Directors shall
have the right to suspend the voting rights of a Class A member for a period during which any
Assessment or charge owed by the Member remains unpaid in excess of thirty (30) days.
Section 5.05. Meetings of Members. All meetings of the Members shall be held at such
place within the State of Indiana as may be designated by the Board of Directors pursuant to the
provisions of the By -Laws.
Section 5.06. No Preferences, etc. There shall be no other preferences, limitations, or
restrictions with respect to the relative rights of the Members.
ARTICLE VI
Directors
Section 6.01. Number of Directors. The initial Board of Directors of the Corporation
shall consist of no fewer than three (3) Members and no more than five (5) members. The
number of Directors of the Corporation shall be specified from time to time in the By -Laws, but
the minimum number shall be three (3) and the maximum number shall be five (5).
Section 6.02. Names and Post Office Addresses. The names and post office addresses of
the initial members of the Board of Directors are as follows:
President: Craig Lintner
5740 Decatur Boulevard
Indianapolis, Indiana 46241
Vice President: Jon Guy
5740 Decatur Boulevard
Indianapolis, Indiana 46241
Secretary/Treasurer: Robin Hornickel
5740 Decatur Boulevard
Indianapolis, Indiana 46241
ARTICLE VII
Incorporator
Section 7.01. Name and Address of Incorporator. The name and post office address of
the incorporator is Paul Shoopman, c/o Dura Development Corporation, 5740 Decatur
Boulevard, Indianapolis, Indiana 46241.
ARTICLE VIII
Statement with Respect to Property
Section 8.01. Propertv of Corporation. The Corporation, upon its incorporation, has no
property of value.
ARTICLE IX
Provision for Regulation and Conduct
of the Affairs of the Corporation
Section 9.01. Management of Corporation. The affairs of the Corporation shall be
managed by the Board of Directors.
Section 9.02. Code of By -Laws. The Board of Directors of the Corporation shall have
the power, without the assent of the Members, to make, alter, amend, or repeal the By -Laws.
Section 9.03. Officers. The officers of the Corporation shall consist of a President, one
or more Vice Presidents, a Secretary, a Treasurer, and such other officers as may be prescribed
by the By -Laws or prescribed by resolution of the Board of Directors in the manner specified in
the By -Laws. The offices of President and Secretary shall not be occupied by the same Person.
Section 9.04. Initial Board. The Initial Board of Directors, named in Section 6.02
hereof, shall serve as the Board of Directors of the Corporation until the Applicable Date and, in
the event of any vacancy or vacancies occurring in the Initial Board for any reason or cause
whatsoever prior to the Applicable Date, every such vacancy shall be filled by an individual
appointed by Declarant. Any such individual appointed by Declarant shall thereafter be deemed
a member of the Initial Board. If the Initial Board of Directors named in Section 6.02 hereof
consists of fewer members than the maximum number of members specified hereunder then, at
any time prior to the Applicable Date, the Declarant may, in its sole discretion, appoint an
additional member, or additional members, so long as the number of members comprising the
Board of Directors is always less than or equal to the maximum number of members permitted
hereunder. Any additional members appointed by the Declarant shall thereafter be deemed to be
a member of the Initial Board of Directors.
Section 9.05. Term of Office of Directors and Officers. Each officer and director shall
hold his office for the term specified in the By -Laws, but no term shall end until a successor is
elected and qualified for the office to be vacated.
Section 9.06. Removal of Member of the Board of Directors. After the Applicable Date,
any member of the Board of Directors may be removed or replaced, with or without cause, at a
meeting of the Members called for such purpose by the affirmative vote of two-thirds (2/3) of all
the votes allocated to Members. Prior to the Applicable Date, any Director may be removed by
the Declarant, with or without cause.
Section 9.07. Amendment of Articles of Incorporation. The Corporation reserves its
right to amend, alter, change or repeal any provisions contained in the Articles, or any
amendment thereto, in any manner now or hereafter prescribed or permitted by the Act or any
amendment thereto; provided, however, any amendment shall require a two-thirds (2/3) vote of
the Lot Owners and, during the Development Period, the consent of the Declarant, as well.
Provided, further, that such power of amendment does not authorize any amendment that would
permit any part of the net earnings of the Corporation to inure to the benefit of any private
individual, that would modify the provisions of Section 2.04 if such modification would have the
effect of disqualifying this Corporation as an organization exempt from Federal income taxation
under the provisions of Section 528 of the Code, as amended, or such equivalent provision as
may hereafter exist from time to time, or that would be in conflict with the provisions of the
Declaration or any Supplemental Declaration.
Section 9.08. Non-Liabilitv. No member or Director of the Association shall be liable
for any of the Associations obligations.
Section 9.09. Consent Resolutions. Any action required or permitted to be taken at any
meeting of the members or of the Board of Directors may be taken without a meeting if, prior to
such action a written consent to such action is signed by all members or all Directors, as the case
may be, and such written consent is filed with the minutes of the proceedings of the members or
of the Board.
Section 9.10. Liabilitv to the Corporation. No person shall be liable to the Corporation
for any loss or damage suffered by the Corporation on account of any action taken or omitted to
be taken by such person in good faith as a Director, officer, employee or agent of the
Corporation if such person (i) exercised or used the same degree of care as an ordinary prudent
person in a like position would use under similar circumstances; or (ii) took or omitted to take
such action in reliance upon information, opinions, reports or statements, including financial
statements and other financial data, in each case, prepared or presented by any officer, employee
or committee of the Board of Directors of the Corporation, or legal counsel, public accountants
or other professional persons engaged by the Corporation, but such person shall not be
considered to be acting in good faith if such person has actual knowledge concerning the matter
in questions that would cause such reliance to be unwarranted; or (iii) has not breached or failed
to perform the duties of their position or office in compliance with the Act, Articles of the
Corporation and By -Laws of the Corporation in a manner constituting willful misconduct or
recklessness.
Section 9.11. Indemnification. The Corporation shall indemnify any Director or officer
or former Director of officer of the Corporation, or any person who may have served at its
request as a director or officer of another corporation, against expenses (including attorney's
fees), judgment, fines, and amounts paid in settlement actually and. reasonably incurred by the
person in connection with the defense of any action, suit, or proceeding, whether civil,
administrative, or investigative, in which he was, is made, or is threatened to be made a party by
reason of being or having been a Director or officer or former Director or officer of the
Corporation, or serving or having served at its request as a director or officer of another
corporation, except in relation to matters as to which the person's acts or omissions are adjudged
in the action, suit, or proceeding to be a breach of the person's duty to the Corporation. Such
duty to the Corporation shall be to discharge the duties of the office in a manner that does not
constitute willful misconduct or recklessness in the exercise of good faith and reasonable belief
that the action or actions were in or not opposed to the best interest of the Corporation. The
termination of any action, suit, or proceeding by adverse judgment, order, or settlement (whether
with or without court approval) shall'not, alone, create a presumption that the Director or officer
or former Director or officer of the Corporation, or any person who may have served at its
request as a director or officer of another corporation, did not properly discharge his duty to the
Corporation. If several claims, issues, or matters are involved, a Director of officer of former
Director or officer of the Corporation, or any person who may have served at its request as a
director or officer of another corporation, may be entitled to indemnification concerning some
matters even though indemnification may or can not be given concerning other matters. Any
Director or officer serving in any capacity for another corporation, who were it not for the
influence or vote of the Corporation would not be so serving, shall be deemed to be serving at
the request of the Corporation. In addition:
(a) To the extent that an individual has been successful on the merits or otherwise in the
defense of any action, suit, or proceeding referred to in this Section 9.11, or in the
defense of any claim, issue or matter therein, the individual shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred in connection
therewith.
(b) Any indemnification, against underlying liability, provided for in this Section 9.11
(unless ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of any Director or officer or
former Director or officer of the Corporation, or any person who may have served at its
request as a director or officer of another corporation, is proper in the circumstances
because the person has met the applicable standard of conduct set forth in Section 9.10.
Such determination shall be made (a) by the Board of Directors by a majority vote of a
quorurn consisting of directors not at the time parties to the proceeding; (b) if such an
independent quonim is not obtainable, by majority vote of a committee duly designated
by the full Board of Directors (in which designation directors who are parties may
participate), consisting solely of two (2) or more directors not at the time parties to the
proceeding; (c) by special legal counsel (1) selected by the independent quorum of the
Board of Directors (or the independent committee thereof if no such quorum can be
obtained), or (2) if no such independent quorum or committee thereof can be obtained,
selected by majority vote of the full Board of Directors (in which selection directors who
are parties may participate); or (d) by the Members, who are not directors who are at the
time parties to the proceeding. Notwithstanding the foregoing, any Director or officer or
former Director or officer of the Corporation, or any person who may have served at its
request as a director or officer of another corporation, shall be able to contest any
determination that he or she has not met the applicable standard of conduct, by
petitioning a court of appropriate jurisdiction.
(c) Expenses incurred in defending any action, suit, or proceeding, whether civil,
administrative, or investigative, may be paid by the Corporation in advance of the final
disposition of such action, suit, or proceeding upon receipt of a written undertaking by or
on behalf of any Director or officer or former Director or officer of the Corporation, or
any person who may have served at its request as a director or officer of another
corporation, to repay the amount paid by the Corporation if it shall ultimately be
determined that he or she is not entitled to indemnification as provided in the Articles of
Incorporation. No advance shall be given if the Corporation has completed the
determination of conduct procedure as provided for in Section 9.11(b) and it is
determined that the individual will be precluded from indemnification.
(d) The indemnification provided by this Section 9.11 shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under any By -
Laws, agreement, vote of members or disinterested Directors, as a matter of law, or
otherwise, both as to actions in the officer's or director's official capacity and as to actions
in another capacity while holding such office, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(e) The indemnification and advancement of expenses provided by, or granted pursuant
to the Articles of Incorporation shall vest at the time of occurrence or performance of any
event, act or omission giving rise to any action, suit or proceeding of the nature referred
to in these Articles and, once vested, shall not later be impaired as a result of any
amendment, repeal, alteration or other modification of any or all of these provisions.
Section 9.12. Conflicting Provisions. Any further provisions consistent with the Articles
of Incorporation and the laws of this state, for the regulation and conduct of the affairs of the
Corporation, and creating, defining, limiting or regulating the powers of this Corporation, of the
Directors or of the members, may from time to time prescribed by the By -Laws of the
Corporation. If there is any conflict between these Articles and the Declaration, the Declaration
shall control. If there is a conflict between the By -Laws and the Declaration, the Declaration
shall control. If there is any conflict between these Articles and the By -Laws, these Articles
shall control.
ARTICLE X
Distribution of Assets on
Dissolution or Final Liquidation
The Corporation may be dissolved with the assent given in writing and signed by not less
than two-thirds (2/3) of each class of members. Upon dissolution or liquidation of the
Corporation, other than incident to a merger or consolidation, the assets of the Corporation shall
be dedicated to an appropriate public agency to be used for purposes similar to those for which
this Corporation was created. In the event that such dedication is refused acceptance, such assets
shall be granted, conveyed and assigned to any non-profit corporation, Corporation, trust or other
organization to be devoted to such similar purposes.
ARTICLE XI
HUDNA Approval
Annexation of additional properties (other than the "Additional Real Estate"specified in
the Declaration), mergers and consolidations, mortgaging of Common Areas, and dissolution and
amendment of these Articles requires prior approval of HUDNA, so long as there is a Class B
membership.
ARTICLE XII
Definitions
Section 11.01. Terms. The following terms, as used in these Articles, and in the By -
Laws, unless the context clearly requires otherwise, shall mean the following:
(a) "Act" means The Indiana General Nonprofit Corporation Act of 1991, as
amended from time to time.
(b) "Applicable Date" means the date the Class B membership terminates per the
terms of Section 4.03 of the Declaration.
(c) "Articles" means the Articles of Incorporation of the Corporation, as amended
from time to time.
(d) "Assessment" means all sums lawfully assessed against the Members by the
Corporation or as declared by the Declaration, any Supplementary Declaration, the
Articles or the By -Laws.
(e) "Board of Directors" means the governing body of the Corporation.
(f) "By -Laws" means the Code of By -Laws of the Corporation, as amended from
time to time.
(g) "Declaration" means the Declaration of Covenants, Conditions and
Restrictions of Guilford Park, to be recorded in the office of the Recorder of Hamilton
County
(h) "Declarant" means Dura Development Corporation, an Indiana corporation,
its successors and assigns to its interest in the Development Area other than Owners
purchasing Lots or Residences by deed from Declarant (unless'the conveyance indicates
an intent that the grantee assume the rights and obligations of Declarant).
(i) "Initial Board" means those individuals appointed by Declarant as Directors
pursuant to the power granted to Declarant in Section 9.04 of these Articles.
0) "Lot" means a platted lot as shown on a Plat.
(k) "Maintenance Costs" means expenses of administration of the Corporation
and expenses for the upkeep, maintenance, repair and replacement of the Common Area
and other Property.
(1) "Member" means a Class A or Class B member of the Corporation and
"Members" means Class A and Class B members of the Corporation.
(m) "Owner" means a Person, including Declarant, who at the time has or is
acquiring any interest in a Lot except a Person who has or is acquiring such an interest
merely as security for the performance of an obligation.
(n) "Person" means an individual, firm, corporation, partnership, association,
joint venture, trust or other legal entity, or any combination thereof.
(o) "Plat" means a plat of a part or all of the Guilford Park Subdivision recorded
in the Office of the Recorder of Hamilton County, Indiana.
(p) "Residence" means any structure intended exclusively for occupancy by a
single family together with all appurtenances thereto, including private garage and
outbuildings and recreational facilities usual and incidental to the use of a single family
residential lot.
(q) "Supplemental Declaration" means any supplemental declaration of
covenants, conditions or restrictions that may be recorded after the Declaration.
Section 11.02. Other Terms. Any capitalized word used herein or in the By -Laws and
not otherwise defined above in Section 11.01 shall, unless the context required otherwise, have
the meaning set forth in Article I of the Declaration.
The undersigned, being the sole Incorporator designated in Article 7, does hereby adopt
these Articles of Incorporation, representing by his execution hereof to the Secretary of State of
the State of Indiana and all persons whom it may concern that a membership list of the
Corporation for which a Certificate of Incorporation is hereby applied for has heretofore been
opened in accordance with the Act and that at least one (1) person has signed such membership
list.
12
IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation and
verifies, subject to penalties of perjury, that the facts contained herein are true, to the best of his
knowledge, information and belief, this t k day of July, 2001.
DURA DEVELOPMENT CORPORATION
an Indiana corporation
Paul Shoopman, President
Prepared by: Brian M. Giffin; 5740 Decatur Boulevard, Indianapolis, Indiana 46241
1;
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GUILFORD P
HOMEOWNERS ASSOCIA1 ION, INC.
BY-LAWS
ARTICLE I
GENERAL
Section 1. The name of the corporation is GUI
ASSOCIATION, INC. (hereinafter referred to as the "
ction 2. The principal office of the Association
Boulevard, Indianapolis, Indiana 46241, until and unless
Board of Directors.
Section . The fiscal year of the Association shall
end on the 31st day of December of every year, except tha
date of incorporation.
ARTICLE XI
DEFINITIONS
Section 1. "Declarant" shall mean Dura Develo;
corporation, and any successors and assigns of it whom
recorded instruments to have the rights of Declarant uni
limitation, any mortgagee acquiring title to any portion
in the Declaration) pursuant to the exercise.of rights un
executed by Declarant.
N0. 8953 P. 2
PARK IIOMEOW*NERS
be located at 5740 Decatur
ed in accordance with law by the
egin on the first day of January and
the first fiscal your shall begin on the
ent Corporation, an Indiana
lesignates in one or more written
the Declaration, including, without
the Property (as such term is defined
, or foreclosure of, a mortgage
Section 2. "Declaration" shall mean and refer to tie Declaration of Covenants,
Conditions and Restrictions of the Guilford Park subdivi 'on that was or will be recorded in the
Office of the Recorder.of Hamilton County, Indiana.
Section 3 "Association" shall mean and refer to
to as the "Association" in the Declaration and the "Corp
of this Association.
Section 4. "Applicable Date" shall mean and
terminates per the terms of Section 4.02 of the Decla
corporation, which is also referred
)n" in the Articles of incorporation
to the date the Class B membership
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Section 5. All of the terms as defined and used in
meanings in these By -Laws and reference is specifically t
containing definitions of terms.
ARTICLE TTI
MEMBERSHIP AND VOTZIG RIG11T_$
Section 1. Membership, Transfer, Voting Rithts.
of the Declaration and Article V of the Articles of Incorp
provisions and conditions governing and relating to mem
membership and voting rights of el asses of Members, all
conditions are incorporated herein by reference.
Section 2. Quorum. Written notice of any meeti:
action authorized under this Article shall be sent to all M
more than sixty (60) days in advance of the meeting. At
presence of Members or of proxies entitled to cast sixty )
votes entitled to be cast (Class A and Class 13 votes coral
required quorum is not present, another meeting may be
requirement, and the required quorum at the subsequent
required quorum at the preceding meeting. No such sub
sixty (60) days following the preceding meeting.
NO, 8953 P. 3
Declaration shall have the same
to Artielel of the Declaration
eferenee is hereby made to Article V
lion which sets forth tetras,
rship in the Association, transfer of
which terms, provisions and
called for the purpose of taking any
fibers not less than thirty (30) days nor
fust such meeting called, the
cent (60%) of the total number of
ed) shall constitute a quorum. If the
,led subject to the same notice
seting shall be one-half (%) of the
went meeting shall be held more than
Section 3. Proxies. Votes may be cast in person of by proxy. Proxies must be filed with
the Secretary of the Association before the appointed time of each meeting of the Members of
the Association. Cumulative voting shall not be permitted.
Section 4. Majority Required. A majority of the v�tes of Members present (in person or
by proxy) at a meeting at which a quorum is present shall e sufficient for the transaction of all
business of the Association except on matters where a gra ter vote is required by the Declaration,
the Articles of Incorporation, the By -Laws or by statute.
5ection S. Meetings. Meetings of the Members of�the Association shall be in accordance
with the following provisions:
A. Place. Meetings of the Members shall be held �t such place in Marion County,
Indiana, as may be designated by the Board of Dir ctors of the Association.
B. Annual Meetings. The first annual meeting o
determined by the Board of Directors. Prior to d
annual meeting of the members unless the Board
decide to call an annual meeting, the exact date e
Directors. At such first annual meeting of the M
regular day or date for successive annual meeting
to Members shall be at any time
kpplicable Date, there shall be no
Directors, in their sole discretion,
thick shall be decided by the Board of
bers, the Members may designate a
which date shall be not more than one
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NO. 8953 P. 4
(1) year after the close of each fiscal year of the As iociation, If the Members fail to
designate such a regular day or date, the Board of ireetors may continue to designate the
day or date of the next annual meeting until such a lesignation is made by the Members.
If any designated day or date falls upon a legal holi lay, the actual date of the meeting
shall be the next business day succeeding such desi pated day or date.
C. Special Meetings. Special meetings of the Me
of the Association, by resolution of the Board of I
written petition signed by Members of the Associ;
percent (60°/a) of all votes of the membership. N<
the time and place of such meeting and tho purpo;
transacted at a special meeting except as stated in
D. Notice of Meetines. Written notice of any me
any action authorized under this Article shall be s
(30) days nor more than sixty (60) days in advan(
meeting called, the presence of Members or of pr
(60%) of the total number of votes entitled to be 4
combined) shall constitute a quorum. If the requi
meeting may be called subject to the same notice
at the subsequent meeting shall be one-half ('/a) o
meeting. No such subsequent meeting shall be h
the preceding meeting.
E. Order of Bus'=s. The order of business at all
extent applicable, be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of
3. Reading of minutes of preceding meetir
4. Reports of officers.
S. Reports of committees.
6. Election of directors.
7. Unfinished business.
8. New business.
E. Voting by Co -Owners and Entities. The vote
than one person owns an interest may be exercis
meeting, unless the Association is advised (by of
written notice prior thereto) by any other person
Owners 6f the Lot are unable to agree upon the i
such Lot shall be cast at such meeting or on any
meeting. In such event, the vote appurtenant to
meeting or on the particular question noted, as t1
owned by a corporation, then the vote appurtens
designated in a certified signed by the president
bens shall be called by the President
.eetors of the Association or upon a
on who are entitled to vote sixty
ce of any special meeting shall state
thereof. No business shall be
,c notice.
ig called for the purpose of taking
to all members not less than thirty
f the meeting. At the first such
-.s entitled to cast sixty percent
(Class A and Class B votes
quorum is not present, another
,uirement, and the required quorum
a required quorum at the preceding
more than sixty (60) days following
of the members shall, to the
)purtenant to any Lot in which more
by any of such persons present at any
action or protest at the meeting or
vning an interest in such Lot that the
nner in which the vote appurtenant to
aticular question to come before such
9 Lot shall not be counted at the
case may be. In the event any Lot is
to such Lot shall be cast by a person
any vice president of such corporation
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and attested by the secretary or an assistant secret
the Secretary of the Association prior to the rneet
owned by a trust or partnership may be exercised
case may be, and unless any objection or protest 1
noted at such meeting or in writing prior thereto,
have no duty to inquire as to the authority of the
NO. 8953 P. 5
I of such corporation and filed with
The vote appurtenant to any Lot
any trustee or partner thereof, as the
any other such trustee or partner is
Chairman of such meeting shall
,son casting such vote or votes.
Cr. Suspension of'Voti g Rights. No Class A Me Der shown on the books or
management accounts of the Association to be me a than thirty (30) days delinquent in
any payment due to the Association shall be eligib a to vote, either in person or by proxy,
or to be elected to the Board of Directors.
ARTICLE IV
Sectio , Nomination. The Initial Board of Dire
Articles of Incorporation of this Association, shall serve
Corporation until the Applicable Date and, in the event o
the Initial Board for any reason or cause whatsoever prig
vacancy shall be filled by an individual appointed by Dei
by Declarant shall thereafter be deemed a member of the
Date, nomination for election to the Board of Directors s,
Committee. Nominations may also be made from the flc
of the Association. The Nominating Committee shall co
member of the Board of Directors, and two (2) or more r
Nominating Committee shall be appointed by the Board
the Members and shall serve until the close of the next a
shall be announced at each annual meeting. The Nomini
nominations to the Board of Directors as it shall in its di.
number of vacancies that are to be filled. Such nominati
Members of the Association, or persons deemed to be M
thereof or otherwise eligible to serve on the Board of Di
Declaration and the Articles of Incorporation of the Am
Section 2. Election. Alter the Applicable Date,
be by secret written ballot at the annual meeting of the 1
election the Members or their proxies may case, in resp
they are entitled to exercise under the provisions of the
largest number of votes shall be elected. Cumulative v
ors, named in Section 6.02 of the
the Board of Directors of the
any vacancy or vacancies occurring in
o the Applicable bate, every such
Lrant. Any such individual appointed
iitial Board. After the Applicable
11 be made by a Nominating
at the annual meeting of the members
ist of a Chairman, who shall be a
mbers of the Association. The
'Directors at each annual meeting of
ual meeting, and such appointment
ng Committee shall make as many
retion determine, but not less than the
is may be made only from among
nbers eligible to serve as directors
.tors in accordance with the
fiction to the Board of Directors shall
cabers of the Association. At such
to each vacancy, as many votes as
claration. The persons receiving the
ig is not permitted.
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,ARTICLE V
NO. 8953
Sp
ction 1, Number and Oualification, Until the A plicable Date, the affairs of the
Association shall be governed by the Initial Board of Dire tors and shall consist of not fewer
than threo (3) members nor more than five (5) members. Ifter the Applicable Date, the affairs
of the Association shall be governed by a Board of Direct s composed of five (5) persons.
etio 2. Additional Qualifications. Where an O nor consists of more than one person,
or is a partnership, corporation, trust or other legal entity, en one of the persons constituting the
multiple Owner or partner, officer or trustee, as the case y be, of thr partnership, corporation,
trust or other entity, Owner shall be eligible to serve on th Board of Directors of the
Association, except that no Lot maybe represented on the oard of Directors by more than one
person at a time,
ect 3, Initial Board of Directors. The initialoard of Directors named in the
Articles of Incorporation (the "Initial Board") shall maint n, manage and administer the affairs
and the property of the Association until the Applicable D to,
Section 4. Term of!)ffice Generally. Such DirectITS shall hold office until the next
annual meeting of shareholders, or until their successors a e elected, or until they are removed or
resign.
Section 5, ties. The Board of Directors shall h ve the following duties:
A. To cause to be kept a complete record of all it acts and corporate affairs and to
present a statement thereof to the members at the ual meeting of the members, or at
any special meeting when such statement is reque ted in writing by members holding
twenty-five percent (25%) of the total votes of the membership entitled to vote;
B. To supervise all officers, agents and employer of the Association;
C. To establish the annual assessment period and x the amount of the annual
assessment against each member for each Lot o ed, all in accordance with the terms of
the Declaration and these By -Laws;
D. To fix the amount of any special assessment a0rist each member for each Lot
owned, all in accordance with the terms of the D laration and these By -Laws -E;. To send written notice of each assessment to ch Owner in accordance with the
Declaration;
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F. To foreclose the Association's lien for assess
assessments are not paid within thirty (30) days
action at law against the Owner or other person
G. To issue, or to cause an appropriate officer to is
entity, a certificate setting forth whether or not any
H. To procure and maintain the insurance cove
such other insurance coverages as the Board of
necessary or advisable;
FAX NO. 317 580 7440
N0, 8953 P. 7
> against any property for which
the due date thereof or to bring an
nally obli;ated to pay the same;
upon demand by any person or
ssment has been paid;
required by the Declaration and
tors, in its sole discretion, deems
1. To cause all officers or employees having fiscal }esponsibilities to be bonded, as it
may deem appropriate, and at least as required by ot Declaration; and,
I To cause all of the Common Areas and all easerr ents hereunder, but not limited to
Lake Easements, Landscape Easements, Drainage asements, and Utility Easements to
be maintained to the extent to the Association's responsibilities therefor as provided in the
Declaration.
Section 6. Vacancies. Until the Applicable Date y vacancy in the Board of Directors
shall be filled by the Declarant. Thereafter, any vacancy 4 the Board of Directors shall be filled
by vote of the majority of remaining Directors, even thoug i they may constitute less than a
quorum, Each person so elected shall be a director for the�rtexpired term of his predecessor, or
until his successor is elected. I
Section 7. CompetlEatio , leo Director shall reeei a compensation for any service he
may render to the Association as such director. However, my Director maybe reimbursed for
his actual expenses incurred in the performance of his duti s, and any Director may be paid and
compensated for services to the Association in a capacity tither than as a Director.
Sectio . Romovgj Q Pidors. After the Applible Date, any Director may be
removed with or without cause by a majority vote of the n#mbers of the Association. Prior to
the Applicable Date, any Director may be removed, with o without cause by the Declarant.
Section 9. Regular Meetings. Regular meetings of the Board of Directors shall be held at
such regular intervals; without notice, at such place and ho as may be determined from time to
time by resolution of the Board of Directors. Should said eating fall upon a legal holiday, then
that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 10. Soecidl eetings. Special meetings o4 the Board of Directors maybe called
by the President on three (3) days notice to each Director, 'ven personally, by mail, telephone or
telegraph, which notice shall state the time, place and p*se of the meeting. Special meetings
of the Board of Directors shall be called by the President o Secretary in like manner and on like
notice on the written request of at least two-thirds (2/3) of a Directors.
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Section 11. Wavier of Lolice. Before or at any me'ng of the Board of Directors, any
Director may, in writing, waive notice of such meeting andt.31, waiver shall be deemed
equivalent of the giving of such notice. Attendance by a Di octor at any meeting of the board of
Directors shall be deetned a waiver of notice by him of the me and place thereof. If all the
directors are present at any meeting of the board, no noticehall be required and any business
maybe transacted at such meeting.
S4GSion 12. Ouo . At all meetings of the Board f Dircctors, a mgjority of the
Directors shall constitute a quorum for the transaction of bu mess, and the acts of the majority of
the Directors present at a meeting at which quorum is pres t shall be the acts of the Board of
Directors except as otherwise provided in orrequired by th Declaration, Articles of
Incorporation, these By -Laws or statute. If, at any meeting f the Board of Directors, there shall
be less than a quorum present, the majority of those present ay adjourn the meeting from time
to time. At any such adjourned meeting, any business whit might have been transacted at the
meeting as originally called may be transacted without further notice.
Section 3. Action Taken Without a Meeting. The Directors shall have the right to take
any action in the absence of a meeting which they could tak at a meeting by obtaining the
written approval of all the directors. Any action so approv shall have the same effect as
though taken at a meeting of the directors.
ARTICLE VI
OFFICERS AND THEM DUTIES
Section I f umeration of Offices. The officers of e Association shall be a President,
a Vice -President, a Secretary, and a Treasurer, all of whom hall be mcinbers of the Board of
Directors, and such other officers as the Board of Directors ay from time to time by resolution
create.
Secticn 2. Election of Officers. The election of offiners shall take place at the first
meeting of the Board of Directors following each annual meting of the members of the
Association.
Section 3. Term. The officers of the Association sI be elected annually by the Board
of Directors and each shall hold office for one (1) year or til his successor is elected and
qualified unless he shall sooner resign, be removed or other wise disqualified to Serve-
Soctioxi, 4. Soeei Appointments. The Board of Di ectors may elect such other officers
as the affairs of the Association may require, each of whorr shall hold office for such period,
have such authority, and perform such duties as the Board f Directors may, from time to time,
determine.
Section S. Resignation and Removal. Any officer ay be removed from office with or
without cause by the Board of Directors. Any officcr may twign at any time by giving written
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notice to the Board of Directors, the president or Secretary.
the date of receipt of such notice or at any time specified th
therein, the acceptance o f such resignation shall not be nece
NO. 8953
P. 9
Such resignation shall take effect on
rein, and, unless otherwise specified
;sary to make it effective.
Section . Vacancies. A vacancy in any office ma be filled by appointment by the
Board of Directors. The officer appointed to such vacancy hall serve for the remainder of the
term of the officer he replaces.
c 'on 7. iylultinle Offices. The offices of Secreta4y and Treasurer maybe held by the
same person. No person shall simultaneously hold more thyn one of any of the other offices
except in the case of special offices created pursuant to Sec ton 4 of this Article.
Section . Duties. The duties of the officers arc as
A. President. The President shall preside at
Directors. He shall see that orders and resolutions c
have the power to appoint committees from among
time to time as he may in his discretion deem appro
affairs of the Association. The President shall have
and duties usually vested in the office of the preside
association or a stock corporation organized under I
11 meetings of the Board of
the Board are carried out. He shall
e members of the Association from
iate to assist in conducting the
ad discharge all the general powers
t or chief executive officer of an
laws of the State of Indiana.
B. Vice -President, The'Vice-president shall act in the place and stead of the
President in the event of his absence, inability or re at to act, and shall exercise and
discharge such other duties as may bt required by m by the Board of Directors or as are
delegated to him by the President,
C. Sogmtarv. The Secretary shall record it
meetings and proceedings of the Board of Dircctot
corporate seal of the Association (if any is adoptee
said seal; serve notice of meetings of the Board of
appropriate current records showing the members
addresses, and shall perform such other duties as r
D. ,TFeasurcr. The Treasurer shall receive
accounts all monies of the Association and shall d
resolution of the Board of Directors; shall sign all
Association; keep proper books of account; and sl
statement of income and expenditures to be presa
annual meeting, and deliver a copy of each to the
votes and keep the minutes of all
and of the members; keep the
and affix it on all papers requiring
irectors and of the members; keep
the Association, together with their
uired by the Board of Directors,
i deposit in appropriate bank
arse such funds as directed by
;cks and promissory notes of the
prepare an annual budget and a
1 to the membership at its regular
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COMMIT"rE.ES
REVEL&UNDERWOOD
ARTICLE VII
The Board of Directors shall appoint the commit
the Nominating Committee referred to in Article IV oft]
Directors or the President may appoint various other cor
Association. Except as otherwise expressly provided in
respect to the Nominating Committee, members of such
members of the Board of Directors,
ARTICLE VIII
ROOKS OF ACCOUNT AND FISCAL'YEAR
Section 1. Books of Aecount. The Association shat
showing all expenditures and receipt of administration whit
repair expenses of the Common Areas and all easements in,
Easement, Landscape Easement, Drainage Easement and U
expenses incurred by or on behalf of the Association and th
records, financial statements, and other papers of the Assoc
the members and other persons having an interest in any Lt
and any holds, insurer or guarantor of the first mortgage on
hours or under other reasonable circumstances. Any holde
mortgage on a Lot shall be entitled upon written request to
immediately preceding fiscal year free of charge to the req
time of such request. Current copies of the Declaration, th
By -Laws of the Association, and other rules concerning th,
inspection by any Owner and lender, and to holders, insult
at the principal office of the Association during normal bu
circumstances, where copies of the same may be purchases
Section 2. Fiscal Year. The fiscal year of the Ass
and end the following December 31 each year;ogF vided, l
purposes of assessments may be different than the general
ARTICLE IX
CONTRACTS, LOANS & CHECKS
Na 8953 P. 10
provided for in the Declaration and
By -Laws. In addition, the Board of
:tees to carry out the purposes of the
ele IV of these By -Laws with
rmittees may, but need not, be
keep detailed books of account
z shall specify the maintenance and
luding, but not limited to any Lake
ility Basement Areas and any other
members- Such accounts, books,
ation shall be open for inspection by
4 including any Owner, any lender
any Lot, during reasonable business
insurer or guarantor of a first
7eceive a fmancial statement for the
esting party and within a reasonable
Articles of Incorporation, and the
Property, shall be available for
s or guarantors of any fret mortgage
Oss hours or under other reasonable
at reasonable costs.
a shall commence January 1,
that the fiscal year for
year of the Association.
Section 1. Authorizatigp, The Board of Directors tray authorize any officer or officers
or agent or agents of the Association to enter into any con ct or execute any instrument on its
behalf, Such authorization may be general or confined to ecific instances. Except as provided
in these By -Laws, no officer, agent or employee shall haany power to bind the Association or
to render it liable for any purpose or amount unless so aut rized by the Board of Directors,
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Section 2 Checks. All checks, drafts, or othcr,
Association shall be signed by the President, Secretary,
Board of Directors may from timo to time designate by
ARTICLE X
MISCELLANEOUS
Sectionl- These 13y -Laws maybe amended, at are
Members of the Association, by a vote of a majority of a qt
or by proxy. In addition, the Board of Directors of the Ass,
power, without the consent of the Members, to make, alter,
provided, however, that so long as there is a Class B memb
the right to veto any such amendments.
Section 2. In the case of any conflict between the Aj
Laws, the Articles of Incorporation shall control; and in the
Declaration and these By -Laws, the Declaration shall contr
10
NO. 8953 P. 11
for payment of money by the
firer or such other person as the
or special meeting of the
of members present in person
m shall have the right and
d or repeal these By -Laws;
still in existence, HUD/VA has
s of Incorporation and these By -
of any conflict between the
E01)10004 966
Filed for Record in
HAMILTON COUNTY, INDIANA
NARY L CLARY,
07-13-20(:)1 1)2:34 pm
DEC COV.RE5 71156 -
DECLARATION
OF
COVENANTS. CONDITIONS AND RESTRICTIONS
OF v
GUILFORD PARK
THIS DECLARATION, made and entered into this 2'J�day of June, 2000, by Dura
Development Corporation ("Developer"),
WITNESSETH:
WHERAS, Developer is the fee simple title holder of all the lands in Hamilton County,
contained in and fully described on Exhibit "A", attached hereto and made a part hereof (hereinafter
the "Real Estate').
WHEREAS, Developer intends to divide the Real Estate into one hundred nine (l 09) tracts
(each such tract hereinafter referred to individually as a "Lot" and collectively as "Lots"), more or
less, such subdivision known as Guilford Park.
WHEREAS, Developer desires to sell and convey Lots subject to the imposition of certain
mutual and beneficial easements, restrictions, covenants, conditions and charges designed to assure
ingress and egress thereto and to protect the value and desirability thereof.
NOW, TEM, RE Developer hereby declares that each Lot and all Lots shall be held,
conveyed, encumbered, leased, rendered, used, occupied and improved subject to the following
covenants, conditions and restrictions, which shall run with the Real Estate and be binding on each
party having any right, title or interest in any Lot or Lots, and his, her or its heirs, beneficiaries,
successors, assigns and personal and legal representatives, and which covenants, conditions and
restnctions shall inure to the benefit of the Owners and each and every one of the Owner's
successors in title to any Lot or Lots into which the Real Estate is subdivided.
ARTICLE I
Definitions
Section 1.01. Association: "Association" shall mean the Guilford Park Homeowners
Association, Inc., a non-profit corporation established in accordance with Article IV of this
Declaration, or such other legal entity as may be formed as a successor thereto.
,Section 1.02. Declaration: "Declaration" shall mean this instrument, together with any
amendments or changes hereto which are hereafter made and evidenced as herein required.
Section 1.03. Developer: "Developer" shall mean Dura Development Corporation or. its
successors or assigns in the ownership, development and division of the Ileal Estate; and/or any
Person, firm, corporation or other legal entity specifically designated as such as set out in Article III
i
ofthisDeclaration.
Section 1.04. Driveway: "Driveway," referred to in the plural as "Driveways," shall mean
that portion of any Lot developed and hard -surfaced for the purpose of permitting ingress and egress
to and from such Lot from any public road, easement or private roadway.
Section 1.05. Lot Development Plans: "Lot Development Plans" shall mean and consist of
the following plans: (i) a site plan, prepared by a licensed civil engineer or registered surveyor
approved by Developer, showing existing improvements on a Lot, any proposed. alteration of the
topography, elevation or natural state of the Lot in connection with the improvement thereof or any
construction, thereon, and locating thereon all proposed improvements and structures showing
finished floor elevations and details relating to drainage; (ii) complete house building and/or
accessory structure plans, including structural details, exterior elevations and floor plans; (iii)
material plans and specifications; (iv) detailed landscaping plans describing the size and name of all
plantings as well as location and size of trees which will be removed as part of the construction
process; (v) all other data or information which Developer may reasonably request, including, but
not limited to, a fully executed original and two (2) copies of the CHECK LIST OF COMPLIANCE
FOR GUILFORD PARK, as well as all accompanying plans, specifications and data requested
therein.
Section 1.06. Lots: "Lot' (also referred to as "Tract'), referred to in the plural thereon as
"Lots", shall mean any of the one hundred nine (109) tracts, more or less, into which the Real Estate
is subdivided, the legal description being attached as Exhibit "A", which tracts are to be numbered
in sequence as set out in the plat of the Guilford Park Subdivision as recorded in the Office of the
Recorder of Hamilton County, Indiana, and any subsequent phases recorded thereto, as any tract(s)
may be enlarged or diminished by Developer in connection with a reconfiguration thereof (in which
event each tract shall be defined by the outside boundaries thereof). In no event shall any
w
reconfiguration result in any tract having an area less than the area permitted by applicable zoning
laws and in no event shall the Real Estate be divided to permit the construction of more than one
hundred nine (109) single-family residences and related improvements otherwise permitted
hereunder.
Section 1.07. Maintenance Costs: "Maintenance Costs" shall mean all of the costs
necessary to keep the facility or improvements which the Association has determined is for the
common good, operational and in good condition, including but not limited to (i) the costs for all
upkeep, maintenance, repair or replacement of all or any part thereof, (ii) payment of all insurance
premiums and taxes impdsed thereon and on the underlying easement or right-of-way, and any other
expense related to the continuous operation thereof and (iii) costs associated with the operation of
the Association or incurred in connection with the enforcement of the terms and provisions of this
Declaration.
Section 1.08. Non -Disturb Areas: `Non -Disturb Areas " shall mean those areas shown on
the plat of Guilford Park along the perimeter of the Subdivision.
Section 1.09. Owner: "Owner," referred to in plural as "Owners," shall mean and refer to
the record owner, whether one or more persons or entities, their respective heirs, beneficiaries,
successors, assigns and personal and legal representatives, of the legal title to any Lot, including
contract sellers, but excluding those having such interests merely as security for the performance of
an obligation. Developer shall also be considered an owner for purposes of this Declaration for so
long as, and to the extent that, Developer owns a Lot or Lots.
Section 1.10. Subdivision: "Subdivision" shall mean the Real Estate as divided into Lots,
all as evidenced by a plat thereof as recorded in the Office of the Recorder of Hamilton County,
Indiana, identified as the plat of Guilford Park, and any subsequent plat amendment recorded thereto.
ARTICLE II
Character of Lots
Section 2.01. General: In every Lot or group of Lots referred to in these covenants shall be
used exclusively for single-family residential purposes.
Section 2.02. Improvements and Development of Lots: No Lot shall be further divided to
create any additional tract upon which a single family residence and improvements otherwise
permitted hereunder may be constructed, nor shall any improvements be made thereto or
construction commence, proceed or continue thereon, except in strict accordance with the terms and
provisions of this Declaration. Not more than one (1) single family dwelling house, together with
attached garage and such related accessory strictures and recreational facilities as may be permitted
by this Declaration shall be constructed, altered, placed or permitted to remain on any Lot referred
to by the covenants. In the event of multiple Lot ownership, no single family dwelling house shall
be constructed on or across a portion of more than one (1) Lot without the express written consent
of the Developer herein.
Section 2.03. Occupancy or Residential Use of Partially Completed Dwelling Douse
Prohibited: No single family dwelling house constructed on a Lot shall be occupied or used for
residential purposes for human habitation until it has been deemed substantially completed. The
determination of whether a single family dwelling house has been "substantially completed" shall
be made by Developer and the City of Carmel, Indiana, and such decision shall be binding on all
parties affected thereby.
Section 2.04. Protection of Non -Disturb Areas. The Developer and/or any Owner shall not
take any action nor permit any individual or entity to take any action that could or would disturb the
natural state of the Non -Disturb Areas. This shall not prevent an Owner from taking actions and
measures to preserve and maintain the trees located in those Non -Disturb Areas or generally
maintaining those Non -Disturb Areas in a healthy and safe condition; including, but not limited to,
the removal of dead, decayed or dangerous trees or vegetation to prevent imminent hazard or prevent
the threat of fire. The following actions and activities shall be specifically prohibited in these Non -
Disturb Areas:
(a) the construction or maintenance of any buildings, structures or other improvements,
other than fencing or as otherwise expressly permitted herein;
(b) the dumping or other disposal of trash, garbage or other refuse of any nature whatsoever
in or on the ikon -Disturb Areas;
(c) earth moving or grading or filling;
(d) the cutting or clearing of timber or trees, or intentional burning, except as determined to
be necessary by the Board of Directors of the Association to control or prevent imminent
hazard, disease or fire; and
(e) the construction, maintenance or erection of any sign or billboard on or in the Non -
Disturb Areas.
Notwithstanding the above provisions, Developer reserves the right to install erosion control
structures or devices inIhe Non -Disturb Areas and to enter into and on the Non -Disturb Areas to
remove dead, decayed or dangerous trees or vegetation or to prevent imminent hazard or the threat
of fire.
The Association shall enforce the provisions of this Section 2.04. Such enforcement rights
shall include the right to enter into and on the Non -Disturb Areas in order to monitor compliance
with and enforce the terms of this Section, including the right to repair any damage to the Non -
Disturb Areas. Any Owner that violates the provisions of this Section shall reimburse the
Association for the costs incurred by the Association (a) to enforce the provisions of this Section,
including, but not limited to, reasonable attorney fees, and (b) to repair any damage to the Non -
Disturb Areas, including the replacement of any destroyed or damaged trees or vegetation. This
reimbursement amount shall be deemed to be a special assessment to be paid and collected in
accordance with the provisions of Section 5.04 below.
ARTICLE III
Developer
Section 30I. Developer: The powers and authorities contained in this Article shall be vested
in Developer and the covenants, conditions and restrictions in Article VI of this Declaration shall
be administered and enforced by Developer, or its designated successors and/or assigns. Developer's
administration and enforcement of such covenants, conditions and restrictions shall include, but not
be limited to, approval of Lot Developments Plans prior to the improvement of any Lot. Neither the
exercise of such administration and enforcement duties by Developer, nor the approval of any Lot .
Development Plans by Developer, shall relieve any owner of any duty and obligation imposed by
this Declaration or compliance with any additional covenants, conditions or restrictions as the same
are recorded in the Office of the Hamilton County Recorder. In the event that a written approval is
not received from Developer within thirty (30) days from the date submittals are made, the failure
to issue such written approval shall mean the disapproval thereof. In the event of a disapproval,
Developer shall give a short statement of the reason or reasons for such disapproval within ten (10)
days following receipt of a written request to do so. The Developer shall not unreasonably withhold
approval and shall act in a manner which is neither arbitrary or capricious. However, Developer
reserves the right to unilaterally deny approval of Lot Development Plans if the single family
dwelling house is inconsistent as to design, color, building materials, size or costs with adjacent lots.
Section 3.02. Powers of Developer: No Lot shall be developed and no single family
dwelling house, accessory building, driveway or other structure or improvement of any type, kind
or character shall be constructed, placed, altered or permitted to remain on any Lot in the
Subdivision without the prior written approval of Developer. Any required approval shall be
requested by an Owner by written application to Developer. Such written application shall be made
in the manner and form prescribed from time to time by Developer, and shall be accompanied by
three (3) complete sets of Lot Development Plans as defined in Section 1.04 of these covenants, and
such other information as may be reasonably required by Developer. The authority given to
Developer hereby is for the purpose of determining whether the proposed improvement and
development of a Lot is consistent with the terms and provisions of this Declaration, is consistent
with and meets Developer's overall plans for improvement and development of the Real Estate and
is compatible and consistent with the development of other Lots. In furtherance of the foregoing
purposes, Developer is hereby given discretion as to matters related to location, building orientation,
layout, design, architecture, color schemes and appearance in approving Lot Development Plans.
Any single family dwelling house or other accessory structure plans included as a part of any
application to Developer for required approvals shall set forth the color and composition of all
exterior materials proposed to be used and any site plan submitted shall describe and detail all
proposed landscaping and include any other material or information which Developer may
reasonably require. All plans submitted shall be prepared by a registered land surveyor and an
engineer or architect unless Developer specifically permits otherwise.
Section 3.03. Liability of Developer: Neither Developer, nor his agents, successors or
assigns, shall be responsible in any way for any defects or insufficiencies in any plans, specifications
or other materials submitted for review, whether or not approved by Developer, nor for any defects
in any work done in accordance therewith. Developer shall not be liable to any person, firm,
corporation, or other legal entity aggrieved by Developers' exercise of (or failure to exercise) any
of his powers as specified in Section 3.02 hereof, and shall have no liability whatsoever which is
claimed or alleged to result, in whole or in part, upon refusal by Developer to approve Lot
Development Plans submitted to Developer.
Section 3.04 Inspection: Developer, the Association or their assigns and the Carmel -Clay
Township Plan Commission shall have the right to go upon any Lot, without being a trespasser, to
inspect any work being performed thereon, in order to assure compliance with this Declaration and
conformity with Lot Development Plans and with any other plans or submittals made to them and
upon which any approvals required by this Declaration are based.
Section 3.05. Assignment of Duties: All of the duties, responsibilities and rights held by
Developer under this Declaration shall be exercised and administered by Developer in good faith
until such time, if any, as they may be assigned by Developer to another or one or more Owners
referenced by these covenants or any other legal entity formed as a successor thereto. Any such
assignment shall be at the option and sole discretion of Developer and may be made at any time or
stage of development. Any assignment by Developer shall be by written instrument duly executed
and recorded in the Office of the Hamilton County Recorder. Following such assignment and
recordation, the duties and responsibilities and rights of Developer under this Declaration shall
immediately vest in and be performed by the assignee or successor.
ARTICLE IV
Association Membership, Voting Rights,
Board of Directors, and Professional Management
Section 4.01. Membership. Initially, the person(s) who serve as incorporator(s) of the
Association shall be the member(s) (the "Initial Member(s)"). The Initial Member(s) shall remain
member(s) of the Association until the Association Articles of Incorporation are accepted by the
Indiana Secretary of State, at which time the Initial Members) shall cease to be member(s) unless
they also qualify as Class A or Class B members. Every Owner of a Lot which is subject to
assessment shall be a member (a "Member") of the Association, and shall be subject to any and all
rules and regulations duly established by the Association. Apart from the Initial Member(s), a
membership in the Association shall be appurtenant to and may not be separated from ownership of
any Lot.
Section 4.02. Classes of Membership and Voting Rights. The Association shall have the
following two classes of voting membership:
Class A. Class A Members shall be all Owners with the exception of the Developer.
Class A Members shall be entitled to one (1) vote for each Lot owned. When more
than one person holds an interest in any Lot, all such persons shall be Members. The
vote for such Lot shall be exercised as the Members holding an interest in such Lot
determine among themselves, but in no event shall more than one vote be cast with
respect to any Lot.
Class B. The Class B Member shall be the Developer. The Developer shall be
entitled to three (5) votes for each Lot owned. For purposes of this calculation, it
shall be assumed that Developer. owns all Lots, which number shall be reduced as
Lots are conveyed by the Developer to an Owner. The Class B Membership shall '
cease and be converted to a Class A Membership on the happening of either of the
I
following events, whichever occurs earlier:
A. December 31, 2016; or
B. When the total number of votes outstanding in the Class A Membership is equal to
the total number of votes outstanding in the Class B Membership; provided,
however, that the Class B Membership shall recommence in the event that the
Developer subsequently records a plat of part of or all of the Real Estate and, by
virtue thereof, total number of votes outstanding in the Class A Membership is no
longer equal to or greater than the total number of votes outstanding in the Class B
Membership; or
C. The date on which the Class B Member agrees in writing to the cessation and
conversion of the Class B membership.
Section 4.03. Board of Directors. The Board of Directors of the Association shall be
appointed and/or elected as prescribed by the Association's Articles and By -Laws. The Board of
Directors shall manage the affairs of the Association. Directors need not be Members of the
Association.
Section 4.04. Professional Management. The Association may, in its sole and subjective
discretion, engage or employ a professional manager or management company, possessing
experience in the management of homeowners associations, to assist the Board of Directors in the
management and administration of the Association. No contract or agreement for professional
management of the Association, nor any other contract between Developer and the Association, shall
be for a tem in excess of three (3) years. Any such agreement or contract shall provide for
termination by either party with or without cause and without payment of any termination fee upon
r
written notice of ninety (90) days or less.
Section 4.05. Fulfillment of Commitments. Notwithstanding the cessation of the Class B
Membership and the turnover of the Association, and notwithstanding the conveyance of any
Common Area by the Developer to the Association,. the Developer reserves the right to enter upon
any Lots and/or Common Areas for the purpose of complying with any written or unwritten
commitments extended to any municipality or zoning jurisdiction in connection with any zoning
approvals, plat approvals, variance approvals, special use or exception approvals, and/or any other
approvals granted by such municipality or zoning jurisdiction.
ARTICLE V
Covenant for Maintenance Assessments
Section 5.01. Creation of the Lien and Personal Obligation of Assessments. Each Owner
of any Lot, except the Developer, by acceptance of a deed therefor, whether or not it shall be so
expressed in such deed, is deemed to covenant and agree to pay to the Association:
(a) Regular Yearly Assessments (for Maintenance Costs); and
(b) Special Assessments for capital improvements and operating deficits and for special
maintenance or repairs as provided in this Declaration; and
(c) One -Time Assessment for purposes specified below.
Assessments against a Lot shall commence to accrue from the date each Lot is conveyed by
the Declarant to an Owner and shall be collected as hereinafter provided. All such assessments,
together with prejudgment interest at eight percent (8%) per annum, costs and reasonable attorneys'
fees, shall be a charge on the land and shall be a continuing lien upon the Lot against which each
such assessment is made. Each such assessment, together with interest, costs, and reasonable
attorneys' fees, shall also be the personal obligation of the person who was the Owner of such
property at the time when the assessment fell due. The personal obligation for delinquent
assessments shall not pass to such Owner's successors in title unless expressly assumed by them.
No charge or assessment shall ever be levied by the Association against the Developer.
Section 5.02. Purpose of Regular Yearly Assessments. The Regular Yearly Assessments
levied by the Association shall be used exclusively, in the reasonable discretion of the Board of
Directors of the Association, for the promotion of the recreation, health, safety and welfare of the
residents in the Subdivision, for the improvement, maintenance and repair of the Common Area, for
the performance of the obligations and duties of the Association and for other purposes only as
specifically provided herein. As and if necessary, a portion of the Regular Yearly Assessments shall -
be set aside or otherwise allocated in a reserve fund for the purpose of providing repair and
replacement of the Common Area, and other capital improvements which the Association is required
to maintain.
Section 5.03. Maximum Regular Yearly Assessments.
(a) Until January 1 of the year immediately following the conveyance of the first Lot to an
Owner, the maximum Regular Yearly Assessment on any Lot shall be Three Hundred and Twenty
Five Dollars (5325.00) per Lot per year. The Regular Yearly Assessment provided for herein shall
commence for each Lot on the date of conveyance of such Lot to an Owner, which assessment shall
be pro -rated according to the number of days remaining in the calendar year of the conveyance. For
every year thereafter a conveyance of a Lot, the Owner shall pay the Regular Yearly Assessment in
full.
(b) From and after January I of such year, the maximum Regular Yearly Assessment may
be increased each calendar year not more than twenty percent (20%) above the maximum Regular
Yearly Assessment for the previous year, without a vote of the membership. In addition, upon the
employment and engagement by the Association of a professional manager or management company
to assist the Board of Directors in the management and administration of the Association, there shall
immediately and automatically, without a vote of membership, be added to the regular annual
assessinent the cost of such professional management.
(c) From and after January 1 of such year, the maximum Regular Yearly Assessment may
be increased each calendar year by more than twenty percent (20%) above the maximum Regular
Yearly Assessment for the previous year, by a vote of two-thirds (2/3) of the votes entitled to be cast
by members who cast votes in person or by proxy at a meeting duly called for this purpose.
(d) The Board of Directors from time to time may fix the Regular Yearly Assessment,
without any vote of the membership, at any amount not in excess of the maximum.
Section 5.04 Special Assessments for Capital Improvements and Operating Deficits.
In addition to the Regular Yearly Assessments authorized above, the Association may levy a Special
Assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of
any construction, reconstruction, repair or replacement of any capital improvement which the
Association is required to maintain, or to recover any operating deficits which the Association may
from time to time incur, provided that any such assessment shall have the approval of two-thirds
(2/3) of the votes entitled to be cast by those members who cast votes in person or by proxy at a
meeting duly called for this purpose.
Section 5.05. One -Time Assessment. Upon the closing of the initial conveyance of each
Lot by Developer, the purchaser of such Lot shall pay to the Association, in addition to any other
amounts then owed or due to the Association, as a contribution to its working capital and start-up
fund, an amount of One Hundred Dollars (5100.00), which payment shall be non-refundable and
shall not be considered as an advance payment of any assessment or other charge owed the
Association with respect to such Lot. Such working capital and start-up fund shall be held and used
by the Association for payment of, or reimbursement to Developer for advances made to pay,
expenses of the Association.for its early period of operation of the Association and the Property, to
enable the Association to have cash available to meet unforseen expenditures, or to acquire
additional equipment or services deemed necessary by the Board of Directors.
Section 5.06. Quorum. Written notice of any meeting called for the purpose of taking any
action authorized under this Article shall be sent to all Members not less than thirty (30) days nor
more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence
of Members or of proxies entitled to cast sixty percent (60%) of the total number of votes entitled
to be cast (Class A and Class B votes combined) shall constitute a quorum. If the required quorum
is not present, another meeting may be called subject to the same notice requirement, and the
required quorum at the subsequent meeting shall be one-half (%) of the required quorum at the
preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following
the preceding meeting.
Section 5.07. Uniform Rate of Assessment. Regular Yearly Assessments and Special
Assessments for capital improvements and to recover operating deficits must be fixed at a uniform
rate for all Lots, except that any individual or entity purchasing a Lot or Lots solely for the purpose
of construction of a for -sale single family dwelling house thereon (a 'Builder") shall pay only
twenty-five percent (25%) of the Regular Yearly Assessments and Special Assessments so long as
any single family dwelling house constructed upon a Lot by Builder has not been conveyed to an
Owner intending to occupy or rent said dwelling house to an individual or entity for use as a
residence.
Section 5.08. Date of Commencement of Yearly Assessments; Due Dates. The Regular
Yearly Assessment provided for herein shall commence as to each Lot within a recorded Plat on the
first day of the first month following the recording of such Plat. The Board of Directors shall fix any
increase in the amount of the yearly assessments at least thirty (30) days in advance of the effective
date of such increase. Written notice of any increase in the Regular Yearly Assessment, and written
notice of any Special Assessment and such other assessment notices as the Board of Directors shall
deem appropriate, shall be sent to every Owner subject thereto. The due dates for all assessments,
and the assessment and collection period (i.e., annual, monthly, lump -sum or otherwise) for any
Special Assessments, shall be established by the Board of Directors. The Association shall, upon
demand, and for a reasonable charge, furnish a certificate in recordable form signed by an Officer
of the Association setting forth whether the assessments on a specified Lot have been paid. A
properly executed certificate from the Association regarding the status of assessments for any Lot
shall be binding upon the Association as of the date of its issuance.
Section 5.09. Effect of Nonpayment of Assessments: Remedies of the Association. if
any assessment (or periodic installment of such assessment, if applicable) is not paid on the due date
established therefor pursuant to this Declaration, then the entire unpaid assessment (together with
interest thereon, costs and attorneys' fees as provided in this Declaration) shall become delinquent
and shall constitute a continuing lien on the Lot to which such assessment relates, binding upon the
then Owner, his heirs, devisees, successors and assigns. The personal obligation of the then Owner
toi.pay such assessments, however, shall not pass to such Owner's successors in title unless expressly
assumed by them. If .any assessment is not paid within thirty (30) days after the due date, the
assessment shall bear interest from the date of delinquency at the rate of twelve percent (12%) per
annum, and the Association may bring an action at law against the Owner personally obligated to
pay the same, or foreclose the lien against the property, or both. In such event, there shall be added
to the amount of such assessment the costs and attorney's fees of preparing and filing the complaint
in such action; and in the event a judgment is obtained such judgment shall include interest on the
assessment as above provided, costs of the action and reasonable attorneys' fees to be fixed by the
court. No Owner may waive or otherwise escape liability for the assessments provided for herein
by nonuse of the Common Area owned by the Association or abandonment of his Lot.
Section 5.10. Subordination of the Lien to sort ares• Sale or Transfer. The lien of the
assessments provided for herein shall be subordinate to the lien of any first mortgage. The sale or
transfer of any Lot pursuant to the foreclosure of any first mortgage on such Lot (without the
necessity of joining the Association in any such foreclosure action) or any proceedings or deed in
lieu thereof shall extinguish the lien of all assessments becoming due prior to the date of such sale
or transfer. No sale or transfer of any Lot (whether voluntary or pursuant to foreclosure or
otherwise) shall relieve such Lot from liability for any assessments thereafter becoming due or from
the lien thereof, and, except as hereinabove provided, the sale or transfer of any Lot shall not affect
the lien of assessments becoming due prior to the date of such sale or transfer except to the extent
that a purchaser may be protected against the lien for prior assessments by a binding certificate from
the Association, issued pursuant to this Declaration, as to whether or not such assessments have been
paid.
ARTICLE VI
Lot Development
Section 6.01. Lot Development: Prior to the development,.improvement or alteration of, or
the construction on or addition to, a Lot or Lots, the Owner(s) thereof shall first obtain written
approval from Developer of the Lot Development Plans as required by Article III of this Declaration.
Any improvement, development or alteration of a Lot or Lots, and any construction thereon or
addition thereto, shall strictly comply with this Article V1. In the event of a conflict between a set
of duly approved Lot Development Plans and the terms and provisions of this Article VI, the terms
and provisions of Article VI shall control.
Section 6.02. Type Size and Nature of Construction Permitted: No single-family
dwelling house, garage, driveway, accessory building, fence, swimming pool, tennis court or other
recreational facility permitted by this Declaration shall be erected, placed or altered on any Lot
without the prior written approval of Developer or Association, respectively, as required by this
Declaration. Such approval shall be obtained prior to the commencement of construction and shall
be subject to the following minimum standards:
A. No structure or building shall be erected, altered, placed or permitted to remain on
any Lot other than one single-family dwelling not exceeding two and one-half (2 %)
stories in height, one private attached garage for a minimum of two (2) vehicles,
maximum of four (4), and such other accessory buildings or structures related to
swimming pools,. tennis courts and other recreational facilities, including
conservatories which are usual and incidental to the use of the Lot for single-family
residential purposes.
B. The minimum finished floor,area of.a one-story dwelling house construct on a Lot,
exclusive of open or screen porches, attached garages and basements or below grade
levels, shall be 1,400 square feet..
C. No single family dwelling house, garage or accessory structure of any kind shall be
moved onto any Lot and all materials incorporated into the construction thereof shall
be new, except that used brick, weathered barn siding or the like, or interior design
.features utilizing other than new materials, may be approved by Developer. No tent,
basement, garage, bam or other structure shall be placed or constructed on any Lot
at any time for use as either a temporary or permanent residence or for any other
purpose except as reasonably required in connection with the construction of a single
family dwelling house on a Lot..
D. The concrete or block foundation of any single family dwelling house or accessory
structure constructed on a Lot shall. be covered on the exterior with wood, brick,
aluminum or vinyl siding or stone veneer so that no portion of the exterior thereof is
left exposed above ground.
E. Each attached garage shall be designed as a part of the single family dwelling house
to which it is attached. Further, garage doors shall remain closed except when
entering, exiting or otherwise having the need to access the garage.
F. The roof of each single-family dwelling house constructed on a Lot (excluding that
portion of the roof covering the attached garage or open or enclosed porch) shall have
a pitch of between 6-12 to 12-12 or greater unless otherwise approved by Developer
as a part of Developer's approval of Lot Development Plans.
G. No open loop geothermal heat pumps shall be allowed.
Section 6.03. 'free Preservation: Existing mature trees (having a trunk in excess of six (6)
inches in diameter measured at a point three (3) feet from undistributed ground) shall be preserved
to the extent the removal is not mandatory in connection with the construction of an approved single
family dwelling house or accessory building unless the removal thereof is otherwise specifically
approved by Developer or any such tree is dead or decayed and dangerous.
Section 6.04. Completion of Construction: All construction upon a Lot shall be completed
in strict accordance with the Lot Development.Plans approved by Developer. The exterior of any
dwelling house built upon a Lot or combination of Lots shall be completed within eighteen (18)
months after the date of commencement of the foundation and the site graded and any areas to be
covered with grass shall be seeded or sodded. Each Lot shall be kept and maintained in a sightly and
orderly manner during the period of construction. During construction, Owner is responsible for any
damage to curbs previously installed in the Subdivision by Developer. In the event of damage to a
curb by Owner, or Owners' Builder, which required said curb to be repaired or replaced, then, and
in that event, the Developer shall cause said curb to be replaced and the costs of repair shall be paid
by the Owner causing said damage.
Section 6.05. Storaize Tanks: No storage tanks, of any nature, for any use, shall be allowed
on or be buried on any Lot.
Section 6.06. Mailboxes: All mailboxes installed throughout the Subdivision will be
uniform and will be constructed and installed by the Developer in a material suitable to Developer
at his, sole discretion. The cost of these mailboxes, including the installation, will be paid to
Developer by the owner prior to installation by Developer. The Developer and Owners hereby
release Hamilton County, or as the case may be, the City of Carmel, from any and all liability due
to mailbox damage caused by snowplows or other vehicles owned, operated, or under the control
of -either Hamilton County or the City of Cannel, Indiana, provided said damage was not the result
of willful misconduct or gross negligence. Mailbox maintenance shall be the sole responsibility of
its Owner.
Section 6.07. Driveways: No Lot shall be permitted to contain more than one driveway and
each Lot shall be allowed only one out onto a public street adjoining the Lot. A driveway constructed
on any Lot to and from the private street shall be constructed and maintained so as to provide the
sole means of ingress and egress to such Lots for vehicular traffic.
The driveway on each Lot shall be cut and stone or gravel placed thereon prior to
development or improvement of the Lot to the extent necessary to avoid the transmittal of mud from
construction traffic to the Public Roads. Upon substantial completion of construction, each driveway
shall be constructed of either hard mixed aggregate, concrete, asphalt paving, brick or other material
acceptable to Developer.
Under no conditions shall driveways be constructed over curb inlets of the storm sewer
system within the right-of-way of the public road or private roadway. No asphalt or concrete
driveway shall be placed behind a curb containing these inlet grates.
Section 6.03. Fences. Walls. Hedtres or Shrub Plantings: No fence, wall, hedge or other
screening shall be erected, placed, altered or permitted to remain on any Lot other than as approved
(as to location, type, materials, design and height) by Developer under Article III of this Declaration.
In no such situation shall these structures or plantings be placed within platted drainage and utility
easements or within the right-of-way of a public street.
Section 6.09. Ditches and Swales: The Owner of any Lot on which any part of a drainage
tile, open storm drainage ditch or Swale is situated shall keep such portion thereof as may be situated
upon his Lot or Lots continuously unobstructed and in good repair, and shall provide for the
installation of such culverts upon said Lots as may be reasonably necessary to accomplish the
purposes of this subsection, all at each such Owner's own cost and expense.
Section 6.10. Ponding and Runoff: No Owner shall cause or permit any pond to be created
on any Lot, including without implied limitation, from any Swale, ditch, stream or creek located on
the Real Estate. Further, each owner shall prevent water run-off and the depositing of soil and mud
from the Lot onto the street through the use of silt fences installed during the home building process.
To the extent that an owner permits, causes or allows mud to enter onto the streets or private
roadways in the Subdivision, during construction or otherwise, the Developer reserves the right to
clean the streets and bill ;or assess the Owner for said costs. The Owner shall pay or reimburse to
Developer the reasonable charge for street cleaning and maintenance within thirty (30) days after
being billed or assessed thereto.
Section 6.11. Antenna Discs or other Similar Structures: Satellite dishes may be erected
and placed within the single-family residence constructed on the Lot; provided that said antenna
disc, tower or structure is concealed from external view and placed within the structure itself.
Section 6.12. Subsurface Drains: Each Lot in the Subdivision has been provided with a four
(4) inch tile drainage outlet for the purpose of accepting the flow from sump pump drains. These tiles
flow into six (6) inch diameter interceptor drains located under the street curb and eventually they
outlet into the storm sewer system. In no situation shall a sump pump be outletted directly to the
surface of the street. Gravity drainage from downspouts may be drained into ravines at the rear of
Lots only in situations where the downspout is located below the elevation of the street drain. All
floor drains shall drain into the sewage disposal system of the home. In no situation shall sump
pumps be outletted into the sanitary sewer system of the home or in a ravine or open areas on the
Lot.
Section 6.13. Compacted Fill Material On Lots: Lots may contain compacted fill material.
This soil, although it has been properly compacted, may not contain similar engineering properties
of undisturbed soil for the purpose of foundation constriction. Owners shall be solely responsible
for soil compaction, or lack thereof, and each Owner shall hereby relieve the Developer of any and
all responsibility or liability for disturbed.or undisturbed soil as it relates to the owner's construction
process, or any other. Developer makes no promises, representations or warranties, either express
or implied, as to the nature, quality or compaction of the soil on any individual Lot as each owner
is responsible for testingand determining the quality and characteristics of soil on their respective
Lot.
Section 6.14. Treehouses and Plavaround Equipment: No treehouses will be allowed on
any Lot in the Subdivision. Further, any and all playground equipment shall be made of wood as its
primary building material. In no event shall any playground equipment be allowed that uses metal
or plastic as its primary building material. The location and installation of any playground equipment
shall be done only, with the express written approval of Developer.
ARTICLE VII
Use and Maintenance of Lots
Section 7.01. Vehicle Parking: No camper, motor home, truck, trailer or boat may be parked
or stored overnight or longer on any Lot in open public view. Further, no vehicles as set out above,
including automobiles, light trucks or pickups, shall be parked or stored on the private roadways or
any Common Area in the Subdivision.
Section 7.02. Home Occupations: No home occupation shall be conducted or maintained
on any Lot other than one which is incidental to a business, profession or occupation of the Owner
or occupant of such Lot and which is generally or regularly conducted at another location which is
away from such Lot No signs of any nature, kind or description shall be erected, placed or permitted
to remain on any Lot advertising a permitted home occupation.
Section 7.03. Signs: No sign of any kind shall be displayed to public view on any Lot except
that one two-sided (not exceeding six (6) square feet per side) may be displayed at any time for the
purpose of advertising the property for sale, or may be displayed by a. builder to advertise during
construction, provided that, said sign is submitted and approved in writing by Developer.
Section 7.04. Maintenance of Tracts and Improvements: The Owner of any Lot shall at
all times maintain the Ldt and any improvements situated thereon in such a manner as to prevent the
Lot or improvernents from becoming unsightly, and, specifically, each such Owner shall:
A. Mow such portion of the Lot or Lots upon which grass has been planted at such times
as may be reasonably required;
B. Remove all debris or rubbish;
C. Prevent the existence of any other condition that reasonably tends to detract from or
diminish the aesthetic appearance; and
D. Keep the exterior of all improvements in such a state of repair and maintenance as
to avoid their becoming unsightly.
Section 7.05. Animals: Only dogs, cats and similar animals generally and customarily
recognized as household pets, not exceeding in the aggregate three (3) in number, may be kept or
maintained on any Lot as household pets. All animals kept or maintained on any Lot in this
Subdivision shall be kept reasonably confined by means of leash, invisible fencing, or other product
similar thereto, so as not to become an annoyance or nuisance. No animal shall be kept or maintained
ori a Lot for commercial purposes or primarily for breeding purposes.
Section 7.06. Garbs e Trash and Other Refuse: The outside burning of garbage or other
refuse shall not be permitted on any Lot, nor shall any outside accumulation of refuse or trash be
permitted on any Lot. In no event shall any Owner allow a trash or recycling receptacle to remain
outside for longer than a twenty-four (24) hour period of time.
Section 7.07. Nuisances: No noxious or offensive activity shall be conducted upon any Lot,
nor shall anything be done thereon which may be, or may become, an annoyance or nuisance to the
neighborhood or another Owner.
Section 7.03. Maintenance of Undeveloped and Unoccupied Lots: Owners of
undeveloped or unoccupied Lots shall at all times keep and maintain such Lots in an orderly manner,
causing weeds or other growths to be reasonably cut and shall prevent the accumulation of rubbish
and debris thereon.
Section 7.09. Association's Right to Perform Certain Maintenance: In the event that the
Owner of any Lot in this Subdivision fails to reasonably maintain such Owner's Lot and any
improvements situated thereon in accordance with the provisions of this Article VII, or as otherwise
required by this Declaration, the Association, by and through its agents, employees or contractors,
shall have the right, but not the obligation, following notice in writing to such Owner of an intention
to do so unless reasonable maintenance as detailed in such notice is performed and the expiration
of twenty (20) days thereafter without such maintenance being done, to enter upon such Lot without
being a trespasser to repair, mow, clean, or perform such other acts as may be reasonably necessary
to make such Lot and the improvements situated thereon, conform to the requirements of this Article
VII, or as otherwise set forth in this Declaration. The out-of-pocket costs incurred by the Association
in., connection therewith shall be collectible from the Owner(s) of any such Lot and shall represent
a lien against any such Lot until paid in full together with interest thereon, cost of collection and
attorneys' fees, all without relief from valuation and appraisement laws, as if constituting an unpaid
general assessment levied under Article V of this Declaration. Neither the Developer or the
Association not any of its agents, employees or contractors shall be liable for any damage which may
result from any maintenance work performed hereunder.
Section 7.10. Drainaae and/or Retention Ponds: Block E of the Subdivision has a drainage
and/or retention pond that provides for the accumulation of water throughout the Subdivision. All
water activities shall be specifically prohibited on the drainage and/or retention pond.
ARTICLE VIII
Easements and Common Areas
Section 8.01. Easements: The strips of ground shown on the survey of Lots attached hereto
and designated Drainage and Utility Easements ("DE" or "UE") either separately or together, are
hereby created for the use (including required ingress and egress necessary as a part thereof) of
public utility companies, governmental agencies, police, fire, ambulance and other emergency
vehicles, and the Owners of the Lots herein as follows:
"Drainage Easements" (D.E.) are created to provide paths and courses for
area and local storm drainage, either overland or in adequate underground conduit,
to serve the needs of this and adjoining ground and/or the public drainage system. No
structures, including fences, shall be built on a Drainage Easement which obstruct
flow from the area being served, nor shall any changes be made in the finished grade
elevations of any Lot, whether in connection with the construction of improvements
thereon or otherwise, so as to modify, alter or change the location or depth of any
drainage swales, ditches or creeks located within any such Drainage Easement
without the approval of all Federal, State, County or Municipal authorities from
whom approvals are required by law, or which would in any way prohibit, impede,
restrict or alter the natural flow of surface water drainage.
"Utility Easements" (U.E.) are created for the use of public utility
companies, not including transportation companies, for the installation, operation and
maintenance of mains, ducts, poles, lines and wires necessary to provide utility
service to a Lot or Lots, subject to the condition that following any installation or
maintenance, the affected area within such Utility Easement shall be returned to the
condition existing prior thereto at the cost and expense of the party responsible for
having such work performed. Those areas designated as private roadways shall
be utilized and treated as a Utility Easement to the limited extent that specific
permission is hereby granted to the governmental and quasi -public agencies of
police, fire, ambulance and other emergency vehicles to access those Lots
serviced by the private Broadway throughout the Subdivision.
The Owners shall take title to the Lots subject to the foregoing easements rights in, along and
through the strips of ground properly designated as hereinabove set forth on the recorded survey of
the Lots for the purposes herein stated_
Section 8.02. Common Area: The purpose of the plat designated as Common Area, Blocks
A, B, C, D, and E ("Open Space") shall be transferred and conveyed to the Association prior to the
date the Class B membership ceases or terminates, subject to the following restrictions and
limitations:
A. The Open Space, following completion of the Subdivision, shall be maintained in its
then natural state except for such selective clearing as from time to time may be
necessary to implement good husbandry practices;
B. Blocks A, B, C, D, and E may be used by the Owners, their guests and invitees, as
a passive recreational area, subject to the rules and regulations as adopted by the
Association; and
C. No structures shall be permitted in the Open Space,
ARTICLE IX
General
Section 9.01. Waiver of Dania es: Neither the Developer, their nominees, representatives
oC designees, shall be liable for any claim for damages whatsoever arising out of or by reason of any
acts taken (or not taken) or things done or performed (or not done or performed) pursuant to any
authorities reserved, granted or delegated pursuant to this Declaration.
Section 9.02. Enforcement: The right to enforce the restrictions contained in this
Declaration and all covenants and restrictions contained herein including, but not limited to, the right
of injunctive relief, or the right to seek the removal by due process of law of structures erected or
maintained in violation of this Declaration, is hereby given and reserved to Developer, the
Association and the Owners from time to time of Lots and all parties claiming under them, all of
whom shall have the right, individually; jointly or. severally, to pursue any and all remedies, in law
and equity available under applicable Indiana law, without being required to show actual damage
of any kind whatsoever, and shall be entitled to recover,, in addition to appropriate monetary
damages, if any, reasonable attorneys' fees and other legal costs and expenses incurred as a result
thereof.
Section 9.03. Severability: The provisions of this Declaration shall be severable and no
provision shall be affected by the invalidity of any other provision to the extent that such invalidity
does not also render such other provision invalid. In the event of the invalidity of any provision, this
Declaration shall be interpreted and enforced as if all invalid provisions were not contained herein.
Section 9.04. Non -Liability of Developer: Developer shall not have any liability to an
Owner or to any person or entity with respect to drainage on, over, under or through a Lot. Upon the
improvement and development of a Lot, the proper handling of storm and surface water drainage
shall be the responsibility of the Owner of such Lot, and each Owner by the acceptance of a deed
to a Lot, shall be deemed to and does thereby release and forever discharge Developer from, and
shall indemnify and hold harmless Developer against, any and all liability arising out of or in
J
connection with the handling, discharge, transmission, accumulation or control of storm or surface
water drainage to, from, over, under or through the Lot described in such deed.
Section 9.05. Public Liability and Property Damage Insurance: Each Owner shall obtain
and pay for such public liability and property damage insurance as may be desired to provide
protection against loss, cost and, expense by reason of injury to or the death of person or damage to
or the destinction of property occurring on or about each such Owner's Lot.
Section 9.06. Binding Effect: This Declaration, and the covenants, conditions and
restrictions herein contained shall be binding upon Developer, each Owner and any person, firm,
corporation or other legal entity now or hereafter claiming an interest in any Lot and their or its
respective successors and assigns.
Section 9.07. Duration: This Declaration and the restrictions imposed hereby shall run with
the Real Estate and shall be binding on all owners and all persons claiming under them for an initial
period of twenty-five (25) years from the date of recordation, and shall automatically extend for
successive periods of ten (10) years each, unless prior to the expiration of the initial period of any
ten (10) year period they are amended or changed.
Section 9.08. Amendments to Declaration: This Declaration may be amended or changed
at any time with approval in writing by the Owners of all Lots herein and shall not become binding
and effective until the date of recordation in the Office of the Recorder of Hamilton County, Indiana.
The provisions herein notwithstanding, this Declaration may be amended at any time and from time
to tirpe by the Developer as long as the Developer is the Owner of a Lot within the Guilford Park
Subdivision.
IN WI'T'NESS WHEREOF, the undersigned has caused this Declaration of Covenants,
Conditions and Restrictions to be executed on the day and in the year iirst above written.
"DEVELOPER"
By:
Printed: Paul Shoopman
Its: President
STATE OF NDIANA )
ss: ��aT iJE�
COUNTY OF MARION ) 9gos
Before mega Notary Public in and for said County and State, personally app'�aAePaiil
Shoopman, the President of Dura Development Corporation, who acknowledged the eeoutio,ldf0
the foregoing Declaration of Covenants, Conditions and Restrictions for and on behalf of Durk y 'fie
Development Corporation. S7ATE
Witness my hand and Notarial Seal this day of 2001.
Notary, Signature
Printed:
MY Commission Expires: 4-YZ. o "/
County of Residence: $u�J
This instrument preparud by Paul G. Reis, Altcrney-at-Law, 12353 Hancock Street, Carinal, N
46032.
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EAST 116TH STREET S 894('31• E 1144.10' -
LAND DESCRIPTION
Part of the Northwest Quarter of Section 1, Wwnship 17 North, Range 3 EastJA Hamilton County,
Indiana described as follows: Commencing at the northwest corner of said Northwest Quarter; thence
South 89 degrees 41 minutes 31 seconds East along the north line thereof.o distance of 1319,eo feet to
the Point of Beginning;, thence continuing along said north line South! 69 degrees 41 minutes 31 seconds
East a distance of 1144.14 feet; thence South 01 degrees 28 minutes 42 seconds West paratiel with the
east line of said ldorthwest Quarter a distance of 1.304.93 feet to the south line of the North Half of
said Northwest Quarter; thence North 88 degrees O5 minutes. 26 seconds West along said north tine a
distance of 1138.06 feet to the east fine of Woodparx Section One "B", an addition in Hamlton'County, '
Indionq. per Instrument .19011472as recorded in the Office of the Recorder of said County, thence North
01 degrees 13 minutes 39 seconds East along the vast fine of said Woodpark Addition a distance of
1363.02 feet to the Point of Beginning, containing 36.12 acres, more or less.