HomeMy WebLinkAboutTownhome Association Code of Bylaws - North End (1)CODE OF BYLAWS
OF
TOWNS AT NORTH END
HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
Name and Principal Office
Section 1.01 Identification and Adoption. These Bylaws are adopted simultaneously
with the execution of a certain Supplemental Declaration (as defined in Section 2.02). The
Supplemental Declaration is incorporated by this reference, and all of the covenants, rights,
restrictions and liabilities therein contained shall apply to and govern the interpretation of these
Bylaws. The capitalized terms used herein and not elsewhere defined shall have the same
meanings ascribed to them in the Supplemental Declaration. The provisions of these Bylaws
shall apply to the Property and the administration and conduct of the affairs of the Development
and the Supplemental Association.
Section 1.02 Name. The name of the Supplemental Association is “Towns at North
End Homeowners Association, Inc.” (hereinafter referred to as the “Supplemental Association”).
Section 1.03 Registered Office. The principal office of the Supplemental Association
shall be located at the address set forth in the Articles of Incorporation of the Supplemental
Association, until and unless changed in accordance with applicable law by the Board of
Directors (hereinafter referred to collectively as the “Board” or “Board of Directors” or
“Directors,” and individually, the “Director”).
Section 1.04 Individual Application. All of the Owners, future Owners, tenants,
future tenants, or their guests and invitees, or any other person that might use or occupy a
Townhome Lot or any part of the Property shall be subject to the restrictions, terms, and
conditions set forth in the Supplemental Declaration, these Bylaws and the Act, and to any rules
and regulations adopted by the Board of Directors.
ARTICLE II
Definitions
Section 2.01 “Declaration” shall mean and refer to that certain Master Declaration of
Covenants and Restrictions of North End recorded in the Office of the Recorder of Hamilton
County, Indiana, on or about, as Instrument No. ____________________, and all subsequent
supplements or amendments thereto.
Section 2.02 "Supplemental Declaration" shall mean and refer to that certain
Townhome Supplemental Declaration of Covenants and Restrictions for Towns at North End
recorded in the Office of the Recorder of Hamilton County, Indiana, on or about
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________________ ____, 20___, as Instrument No. ____________________, and all
subsequent supplements or amendments thereto.
Section 2.03 Terms as defined and used in the Declaration and the Supplemental
Declaration shall have the same meaning when used in these By-Laws, and for definition
purposes, reference is specifically made to the Declaration and the Supplemental Declaration.
ARTICLE III
Membership and Voting Rights
Section 3.01 Membership, Transfer. Reference is hereby made to the Supplemental
Declaration, which sets forth terms, provisions and conditions governing and relating to
membership in the Supplemental Association and transfer of membership, all of which terms,
provisions and conditions are incorporated herein by reference.
Section 3.02 Voting Rights. On each matter coming before a meeting as to which an
Owner is entitled to vote, each Townhome Lot shall be entitled to one (1) vote (the “Vote”).
Where the Owner of the Townhome Lot constitutes or consists of more than one person,
or is a partnership, there shall be only one voting representative entitled to all of the Vote
allocable to that Townhome Lot. At the time of acquisition of title to a Townhome Lot by more
than one person or a partnership, those persons constituting such Owner o r the partners shall file
with the Secretary of the Supplemental Association an irrevocable proxy appointing one of such
person or partners as the voting representative for such Townhome, which shall remain in effect
until all of such parties constituting such multiple Owner or the partners in such partnership
designate another voting representative relinquishes such appointment in writing, becomes
incompetent, dies, or such appointment is otherwise rescinded by order of a court of competent
jurisdiction or the Owner no longer owns such Townhome Lot.
Where a corporation or trust is an Owner or is otherwise entitled to vote, the trustee may
cast the Vote on behalf of the trust and the agent or other representative of the corporation duly
empowered by the board of directors of such corporation may cast the vote to which the
corporation is entitled. The secretary of the corporation or a trustee of the trust so entitled to
vote shall deliver or cause to be delivered prior to the commencement of the meeting a certificate
signed by such person to the Secretary of the Supplemental Association stating who is authorized
to vote on behalf of said corporation or trust.
Section 3.03 Quorum. Except where otherwise expressly provided in the
Supplemental Declaration, these Bylaws or the Act, the Owners representing a majority of the
Votes shall constitute a quorum at all meetings.
Section 3.04 Proxies. Votes may be cast in person or by proxy. Proxies must be filed
with the Secretary of the Supplemental Association before the appointed time of each meeting of
the Owners of the Supplemental Association. Cumulative voting shall not be permitted.
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Section 3.05 Majority Required. A majority of the votes of Owners present (in person
or by proxy) at a meeting at which a quorum is present shall be sufficient for the transaction of
all business of the Supplemental Association except on matters where a greater vote is required
by the Supplemental Declaration, the Articles of Incorporation, the By-Laws or by applicable
law.
ARTICLE IV
Meetings of the Supplemental Association
Section 4.01 Purpose of Meetings. At least annually, and at such other times as may
be necessary, the meetings of the Supplemental Association shall be held for the purpose of
electing the Board of Directors, approving the annual budget, providing for the collection of
Common Expenses, and for such other purposes as may be required by the Supplemental
Declaration, these Bylaws or the Act.
Section 4.02 Annual Meetings. The first annual meeting of the Supplemental
Association shall not be required prior to ninety (90) days following the recording of the
Supplemental Declaration and conveyance of a Townhome; provided, however, that in no event
shall the first annual meeting be held later than: (a) four (4) months after ninety percent (90%) of
the Townhomes have been conveyed to Owners; or (b) four (4) years after the first Townhome is
conveyed to an Owner, whichever is earlier, and provided further that Supplemental Declarant
may, at any time after recording, call for the first annual meeting of the Supplemental
Association, and pursuant to such meeting, the Supplemental Association shall assume the duties
and responsibilities ascribed to it by the Supplemental Declaration and these Bylaws. The date
the Supplemental Association assumes such duties shall be referred to as the “Parcel Applicable
Date.” Subsequent regular annual meetings of the Supplemental Association shall be held in
August or September on a day established by the Board pursuant to notice provided in
accordance with these Bylaws. The Board of Directors may change the date for the annual
meeting, but shall give written notice to the Owners of any such change in date in accordance
with Section 4.05 below. At the annual meeting the Owners shall elect the Board of Directors of
the Supplemental Association in accordance with the provisions of these Bylaws and transact
such other business as may properly come before the meeting.
Section 4.03 Special Meetings. A special meeting of the members of the
Supplemental Association may be called by resolution of the Board of Directors or upon a
written petition of Owners who have not less than twenty-five percent (25%) of the Votes;
provided, however, that Owners constituting a majority of the Votes shall be permitted to
petition for a special meeting not more than once during any calendar year. The resolution or
petition shall be presented to the President or Secretary of the Supplemental Association and
shall state the purpose for which the meeting is to be called. No b usiness shall be transacted at a
special meeting except as stated in the petition or resolution.
Section 4.04 Place of Meeting. All annual or special meetings of the Owners shall be
held at any suitable place in Hamilton County, Indiana, as may be designated by the Board of
Directors.
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Section 4.05 Notice of Annual and Special Meetings. Written notice stating the place,
day and hour of any meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Secretary of the Supplemental Association to
each Owner entitled to vote at the meeting at least fifteen (15) days but not more than sixty (60)
days before the date of the meeting. The notice shall be mailed or delivered to the Owners at the
address of the respective Townhomes [and to one other address that each Owner may supply on a
signed address card filed with the Secretary of the Board]. A copy of each such written notice
shall also be delivered or mailed simultaneously by the Secretary of the Supplemental
Association to each Mortgagee (a) who requests in writing that such notices be delivered to it,
and (b) who has furnished the Supplemental Association with its name and address in accordance
with Section 12.02 of these Bylaws. Such Mortgagee may designate a representative to attend
the meeting. Attendance at any meeting in person, by agent or by proxy shall constitute a waiver
of notice of such meeting. If any officer of the Supplemental Association has received an
appropriate call of a special meeting of the members and does not give notice of such meeting
within thirty (30) days after receipt thereof or if the Board or any Owner(s) calling a special
meeting of the Owners have reason to believe that the officer of the Supplemental Association
receiving such call has not appropriately given notice of such meeting within thirty (30) days
after receipt thereof, then such Board or Owner(s) calling such meeting may give notice of such
meeting to the Owners of the Supplemental Association in the manner and within the time limits
set forth above. Any such notice which is mailed by an officer of the Supplemental Association
or by an authorized representative of the Board of Directors for or on behalf of the Board of
Directors to an Owner shall be effective when mailed.
Section 4.06 Conduct of Annual Meetings. The President of the Board of Directors
shall act as Chairman of all annual meetings of the Supplemental Association if the President is
present. At all annual meetings, the Chairman shall call the meeting to order at the duly
designated time and business will be conducted in the following order:
(a) Reading of Minutes. The Secretary shall read the minutes of the last
annual meeting and the minutes of any special meeting held subsequent thereto, unless
such reading is waived by a majority of the Votes.
(b) Treasurer’s Report. The Treasurer shall report to the Owners concerning
the financial condition of the Supplemental Association and answer relevant questions of
the Owners concerning the Common Expenses and financial report for the prior year and
the proposed budget for the current year.
(c) Budget. The proposed budget for the ensuing fiscal year shall be
presented to the Owners for approval or amendment unless otherwise changed by the
Board of Directors. The budget shall provide for allocation of expenses in such a manner
that the obligations imposed on the Supplemental Association by the Declaration and the
Supplemental Declaration will be met.
(d) Election of Board of Directors. After the Parcel Applicable Date,
nominations for the Board of Directors may be made by any Owner from those persons
eligible to serve. Such nominations must be in writing and presented to the Secretary at
least seven (7) days prior to the date of the annual meeting. Voting for the Board of
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Directors will be by paper ballot. The ballot shall contain the name of each person
nominated to serve as a Board member. Each Owner may cast the total number of votes
to which he is entitled for as many nominees as are to be elected, however, he shall not be
entitled to cumulate his votes. Those persons receiving the highest number of votes shall
be elected. Each voting Owner shall sign his ballot. The Board may provide a method to
assure secrecy of the ballot. Prior to the Parcel Applicable Date, the nomination and
election of the Board shall be governed by the provisions of Article V hereof.
(e) Other Business. Other business requiring a vote may be brought before
the meeting only upon a written request submitted to the Secretary of the Supplemental
Association at least seven (7) days prior to the date of the meeting; provided, however,
that such written request may be waived at the meeting if agreed by a majority of the
Votes. Any other general business matters of discussion that do not require a vote may
be properly brought before the meeting by any Owner in good standing.
(f) Adjournment. Except as otherwise provided herein, any meeting of
members, including both annual and special meetings and any adjournments thereof, may
be adjourned to a later date without notice (other than announcement at the meeting) of
the date, place and time for the new meeting even though a quorum is not present. A
meeting may not be adjourned to a date later than one hundred twenty (120) days after
the original meeting date.
Section 4.07 Conduct of Special Meetings. The President of the Board of Directors
shall act as Chairman of any special meetings of the Supplemental Association if he is present.
The Chairman shall call the meeting to order at the duly designated time and the only business to
be discussed and acted upon at such meeting shall be consideration of the matters for which such
meeting was called, as set forth in the notice of such special meeting.
ARTICLE V
Nomination and Election of Directors
Section 5.01 Management; Board Composition. The affairs of the Development and
the Supplemental Association shall be governed and managed by the Board. Prior to the Parcel
Applicable Date, the Board shall be composed of three (3) individuals selected by the
Supplemental Declarant, as described in Section 5.02 below; after the Parcel Applicable Date,
the Board shall be composed of three (3) individuals. The total number of Directors shall at no
time exceed five (5). No person shall be eligible to serve as a Director unless he is, or is deemed
in accordance with the Supplemental Declaration to be, an Owner, excluding a person appointed
by Supplemental Declarant as provided in Section 5.02. At such time as ninety percent (90%) of
the Lots have been conveyed by Supplemental Declarant to other Owners, a special meeting of
all Owners shall be called by the Board to elect not less than two (2) Director(s) to replace
appointed member(s) of the Initial Board.
Section 5.02 Initial Board of Directors. The initial Board of Directors shall be
_________________________________ (herein referred to as the “Initial Board”), all of whom
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have been or shall be appointed by Supplemental Declarant. Supplemental Declarant reserves
the right to remove or replace any of such persons as Directors prior to the first annual or special
meeting of the Supplemental Association. Notwithstanding anything to the contrary contained
in, or any other provisions of these Bylaws or the Supplemental Declaration or the Act, the Initial
Board, subject to the removal and replacement rights of Supplemental Declarant, shall hold
office until a special meeting of the Supplemental Association is held for the election of
Directors, which shall be held not later than (i) four (4) months after ninety percent (90%) of the
Townhomes have been conveyed by Supplemental Declarant to other Owners. In the event of
any vacancy or vacancies occurring in the Initial Board for any reason or cause whatsoever, prior
to the Parcel Applicable Date, every such vacancy shall be filled by a person appointed by
Supplemental Declarant, who shall thereafter be deemed a member of the Initial Board.
Section 5.03 Additional Qualifications. Where an Owner consists of more than one
person or is a partnership, personal representative of an estate, Supplemental Association, trust or
other legal entity, then one of the persons constituting the multiple Owner, or a partner or an
officer or trustee or personal representative of an estate shall be eligible to serve on the Board of
Directors, except that no single Townhome Lot may be represented on the Board of Directors by
more than one person at a time
Section 5.04 Term of Office; Vacancies. Subject to the provisions of Section 5.02,
the Board of Directors shall be elected at each annual meeting of the Supplemental Association.
The Initial Board of Directors shall be deemed to be elected as the Board of Directors for
successive annual terms until the first annual meeting following the Parcel Applicable Date.
Directors shall hold office for a term of one (1) year or until their successors have been duly
elected and qualified. Subject to the provisions of Section 5.02, any vacancy or vacancies
occurring in the Board shall be filled by a vote of a majority of the remaining Directors or by
vote of the Owners if a Director is removed in accordance with Section 5.05. A Director filling a
vacancy shall serve until the next annual meeting of the Supplemental Association or until his
successor has been duly elected and qualified.
Section 5.05 Removal of Directors. A Director or Directors, except the members of
the Initial Board, may be removed with or without cause by vote of a majority of the Votes at a
special meeting of the Owners duly called and constituted for such purpose. In such case, the
Director's successor shall be elected at the same meeting from eligible Owners nominated at the
meeting. A Director so elected shall serve until the next annual meeting of the Owners or until
the Director's successor is duly elected and qualified
ARTICLE VI
Board of Directors: Duties and Powers
Section 6.01 Duties of the Board of Directors. The Board of Directors shall provide
for the administration of, the maintenance, upkeep and replacement of the Limited Common
Areas (unless the same are otherwise the responsibility or duty of Owners of Townhome Lots),
the establishment of a budget, and the collection and disbursement of the Common Expenses.
After the recording of the Supplemental Declaration the Board may, on behalf of the
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Supplemental Association, employ a property management agent (the “Managing Agent”) upon
such terms as the Board shall find, in its discretion, reasonable and customary. The Board shall
be entitled to contract with a Managing Agent that is an affiliate of Supplemental Declarant,
provided that contract complies with the requirements of Section 6.12. The Managing Agent
shall assist the Board in carrying out its duties, which include, but are not limited to:
(a) protection, surveillance, maintenance and replacement of the Limited
Common Areas, including, without limitation, the enforcement of the restrictions and
limitations on vehicular parking, the rights-of-way and roads on the Property, unless the
same are otherwise the responsibility or duty of Owners of Townhome Lots; provided,
however, that this duty shall not include or be deemed or interpreted as a requirement that
the Supplemental Association, the Board or any Managing Agent may provide any on-
site or roving guards, security service or security s ystem for protection or surveillance;
(b) arranging for removal of garbage and waste, and snow removal from the
Limited Common Areas, as applicable;
(c) landscaping, painting, decorating, furnishing, maintenance and upkeep of
the Limited Common Areas, including but not limited to, the maintenance, repair, upkeep
and replacement of the following: (i) streets; (ii) entry gate(s); (iii) signage; (iv) flowers,
plant material, grass and other landscaping in landscaping islands; (v) irrigation system, if
any; (vi) lighting; and (vii) mailboxes;
(d) performing certain limited maintenance, repair, upkeep and replacement
with respect to the Townhome Lots and as more specifically set forth in the Supplemental
Declaration;
(e) surfacing, paving and maintaining private streets, parking areas, and
sidewalks to the extent the same are part of the Limited Common Area;
(f) assessment and collection from the Owners of the Owner’s pro rata share
of the Common Expenses, including (i) determination of whether improvements are to
Limited Common Areas, pursuant to the terms and conditions of the Supplemental
Declaration and Bylaws; (ii) determination of whether expenses incurred with respect to
the same are allocable to all or fewer than all of the Owners; and (iii) the allocation of all
expenses among the respective Townhome Lots;
(g) preparation of the proposed annual budget, a copy of which will be mailed
or delivered to each Owner at the same time as the notice of annual meeting is mailed or
delivered;
(h) keeping a current, accurate and detailed record of receipts and
expenditures affecting the Property, specifying and itemizing the Common Expenses; all
records and vouchers shall be available for examination by an Owner at any time during
normal business hours; payment vouchers for all expenditures shall, prior to payment, be
approved by a member of the Board or such other person (which may include the
Managing Agent) to whom the Board may delegate such duty and authority;
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(i) keeping a current roster of all members of the Supplemental Association,
including the mailing addresses and legal descriptions of their respective Townhome Lots
and the email addresses and fax numbers of those members who have consented to
receive notice by such methods, in accordance with the Act;
(j) procuring and maintaining for the benefit of the Owners, the Supplemental
Association and the Board the insurance coverage required under the Supplemental
Declaration and such other insurance coverage as the Board, in its sole discretion, may
deem necessary or advisable;
(k) interpreting, applying and enforcing all restrictive covenants, rules and
regulations established by the Supplemental Declaration, Bylaws or Board with respect to
the Owners or users of Townhome Lots within or relating to the use, maintenance or
repair of the Property;
(l) enforcing the lien procedures against any property for which assessments
are not paid within thirty (30) days, or such other period of time as the Board shall from
time to time determine, after due date, or to bring an action at law against the Owner
personally obligated to pay the same;
(m) making available to Owners and Mortgagees current copies of the
Supplemental Declaration, Bylaws and rules and regulations governing the Development
(the “Organizational Documents”) and any other books, records and financial statements
of the Supplemental Association; the Board shall also make available to prospective
purchasers of Townhome Lots current copies of the Organizational Documents and the
most recent annual financial statement if such statement has been prepared; “available”
means available for inspection upon request during normal business hours or under other
reasonable circumstances. A copy shall be provided initially for the Owners of each
Townhome Lot and additional copies shall be made available for purchase by Members
at reasonable costs. Upon written request by the United States Department of Housing
and Urban Development, the Board may, in the Board’s discretion, also cause to be
prepared and furnished, within a reasonable time, an audited financial statement for the
Supplemental Association for the immediately preceding fiscal year;
(n) making available to Owners, upon request, for purposes related to the
operation of the Supplemental Association and not for personal reasons, the roster of
members maintained by the Supplemental Association;
(o) taking such action or performing such tasks as are, in the Board’s
discretion, beneficial to the Owners.
Section 6.02 Powers of the Board of Directors. The Board of Directors shall have
such full powers as are provided in the Act and are reasonable and necessary to accomplish the
performance of their duties. These powers include, but are not limited to, the power:
(a) to employ a Managing Agent to assist the Board in performing its duties;
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(b) to purchase, lease or otherwise obtain for the benefit of the Owners or for
the Supplemental Association to perform its duties, such equipment, materials, labor and
services as may be necessary in the judgment of the Board;
(c) to employ legal counsel, architects, contractors, accountants, and others as
in the judgment of the Board may be necessary or desirable in connection with the
business and affairs of the Development and the Supplemental Association
(d) to employ, designate, discharge and remove such personnel as in the
judgment of the Board may be necessary for the maintenance, upkeep, repair, and
replacement of the Limited Common Areas;
(e) to procure and maintain in adequate amounts for the benefit of the Owners
and the Supplemental Association, such insurance as may be required by the terms of the
Supplemental Declaration;
(f) to include the costs of all of the above and foregoing as Common
Expenses and to pay all of such costs therefrom;
(g) to open and maintain a bank account or accounts in the name of the
Supplemental Association;
(h) to determine, adopt, revise, amend and alter from time to time, rules and
regulations with respect to use, occupancy, operation, and enjoyment of the Property as
the Board, in its discretion, deems necessary or advisable; provided, however, that copies
of any such additional rules and regulations so adopted by the Board shall be promptly
delivered or mailed to all Owners and further provided that such rules and regulations are
not in conflict with any terms and provisions of the Supplemental Declaration, the Act or
these Bylaws;
(i) to suspend the voting rights of a member during any period in which such
member shall be in default in the payment of any assessment levied by the Supplemental
Association; such rights may also be suspended after notice and hearing for a period not
to exceed one hundred twenty (120) days for infraction of published rules and
regulations;
(j) to grant easements, rights-of-way and other rights over the Limited
Common Areas;
(k) to restore, reconstruct, replace, or repair any Townhome which has been
damaged as set forth in Sections 11 and 12 of the Supplemental Declaration, to collect
and receive the proceeds from any insurance company covering loss or damage by fire or
other hazard or occurrence to any Townhome, and to pay out of such proceeds the cost of
any such restoration, reconstruction, replacement, or repair herein above mentioned, and
to collect and excess of the cost of any such work over such insurance proceeds from the
Owner of the respective Townhome incurring such excesses; and
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(l) to do such other acts and things as are in the best interests of a majority of
the Owners and which are not contrary to law, or to the Supplemental Declaration or
Bylaws.
Section 6.03 Limitation on Board Action. After the Parcel Applicable Date, the
authority of the Board of Directors to enter into contracts shall be limited to contracts involving a
total expenditure of less than fifteen thousand dollars ($15,000) without obtaining the prior
approval of a majority of the Percentage Vote, except that in the following cases such approval
shall not be necessary:
(a) contracts for replacing or restoring portions of the Limited Common Areas
damaged or destroyed by fire or other casualty where the cost thereof is payable out of
insurance proceeds actually received;
(b) proposed contracts and proposed expenditures expressly set forth in the
proposed annual budget as approved by the Owners at the annual meeting; and
(c) contracts for repair, replacement or maintenance of improvements on the
Property or affecting any property constituting all or a portion of the Property where
delay in the said repair, replacement or maintenance would increase substantially the
costs and expense of the same and/or would subject the Property or the persons thereon to
substantial risk of injury or damage.
Notwithstanding anything to the contrary contained herein and except to the extent a
contract would resolve, settle, or otherwise satisfy an act of enforcement for violation of state or
local law, the Board may not enter into any contract that would result in a new assessment or the
increase of an existing assessment payable by the Owners in the amount of more than Five
Hundred Dollars ($500) unless (i) two (2) meetings are held concerning the contract, notice of
which shall be delivered at least seven (7) calendar days before the date of the meeting; and (ii)
the contract is approved affirmative vote of at least two-thirds (2/3) of the affected Owners.
Section 6.04 Limitations on Borrowing by Supplemental Association. Without
approval of the Owners, the Board, on behalf of the Supplemental Association, may not borrow
money during any calendar year in an amount that exceeds the greater of (i) Five Thousand
Dollars ($5,000); or (ii) an amount equal to at least ten percent (10%) of the previous approved
annual budget of the Supplemental Association, except that in the following cases such approval
shall not be necessary:
(a) to resolve, settle, or otherwise satisfy an enforcement action against the
Supplemental Association for violation of state or local law; or
(b) to address an emergency affecting public health, safety or welfare.
Any approval vote by Owners to approve such a borrowing shall be conducted by paper
ballot, which ballots shall be distributed at least thirty (30) days before the votes are to be opened
and counted, and the votes so cast under this Section 6.04 shall be opened and counted at a
public meeting of the Supplemental Association.
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Section 6.05 Compensation. None of the Directors shall receive compensation for
any service rendered to the Supplemental Association as a Director. However, the Directors may
each be reimbursed for actual expenses incurred in the performance of his or her duties, and any
person who is one of the Directors may be paid and compensated for services to the
Supplemental Association in a capacity other than as a Director. The Managing Agent shall be
entitled to reasonable compensation for its services, the cost of which shall be a Common
Expense.
Section 6.06 Meeting and Action of the Board. The Board shall meet each year
within forty-five (45) days following the date of the annual meeting of the Supplemental
Association, which time and place shall be fixed at the annual meeting, for the purpose of
organization, election of officers and consideration of any other business that may properly be
brought before the meeting, and no notice shall be necessary to any newly elected Directors in
order legally to constitute such meeting if a quorum is present.
Regular meetings of the Board of Directors may be held at such time and place as shall
be determined from time to time by a majority of the Directors. The Secretary shall give notice
of regular meeting of the Board to each Director personally or by United States mail at least ten
(10) days prior to the date of such meeting. There shall be at least two (2) regular meetings of
the Directors annually.
Special meetings of the Board may be called by the President or any two (2) members of
the Board. The person or persons calling such meeting shall give written notice thereof to the
Secretary who shall either personally or by mail, and at least five (5) days prior to the date of
such special meeting, give notice to the Board members. The Notice of the meeting shall contain
a statement of the purpose for which the meeting is called.
Section 6.07 Waiver of Notice. Before or at any meeting of the Board of Directors,
any Director may, in writing, waive notice of such meeting and such waiver shall be deemed
equivalent of the giving of such notice. Attendance by a Director at any meeting of the Board of
Directors shall be deemed a waiver of Notice by him of the time and place hereof. If all the
Directors are present at any meeting of the Board of Directors, no notice shall be required and
any business may be transacted at such meeting.
Section 6.08 Quorum. At all meetings of the Board, a majority of the Directors shall
constitute a quorum for the transaction of business and the votes of the majority of the Directors
present at a meeting at which a quorum is present shall be the decision of the Board.
Section 6.09 Action Taken Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board may be taken without a meeting if a consent in writing
setting forth such action so taken is signed by all Directors and such written consent is filed with
the minutes of the proceedings of the Board.
Section 6.10 Non-Liability of Directors. The Directors shall not be liable to the
Owners or any other persons for any error or mistake of judgment exercised in carrying out their
duties and responsibilities as Directors, except for their own individual willful misconduct, bad
faith or gross negligence. The Supplemental Association shall indemnify and hold harmless and
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defend each of the Directors against any and all liability to any person, firm or Supplemental
Association arising out of contracts made by the Board on behalf of the Supplemental
Association, unless any such contract shall have been made in bad faith or contrary to the
provisions of the Supplemental Declaration or Bylaws. It is intended that the Directors shall
have no personal liability with respect to any contract made by them on behalf of the
Supplemental Association and that in all matters the Board is acting for and on behalf of the
Owners as their agent. The liability of any Owner arising out of any contract made by the Board
or out of the aforesaid indemnity in favor of the Directors shall be limited to such percentage of
the total liability or obligation thereunder as is equal to his Vote. Every contract made by the
Board or the Managing Agent on behalf of the Supplemental Association shall provide that the
Board of Directors and the Managing Agent, as the case may be, are acting, as agent for the
Owners and shall have no personal liability thereunder, except in their capacity as Owners (if
applicable) and then only to the extent of their Vote.
Section 6.11 Additional Indemnity of Directors. The Supplemental Association shall
indemnify, hold harmless, and defend any person, his heirs, assigns, and legal representatives,
made a party to any action, suit or proceeding by reason of the fact that he is or was a Director of
the Supplemental Association, against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such action, suit or
proceeding, or in connection with any appeal therein, except as otherwise specifically provided
herein in relation to matters as to which it shall be adjudged in such action, suit or proceeding
that such Director is liable for gross negligence or misconduct in the performance of his duties.
The Supplemental Association shall also reimburse to any such Director the reasonable costs of
settlement or of judgment rendered in any action, suit or proceeding, if it shall be found by a
majority of the Owners that such Director was not guilty of gross negligence or misconduct. In
making such findings and notwithstanding the adjudication in any action, suit or proceeding
against a Director, no Director shall be considered or deemed to be guilty of or liable for
negligence or misconduct in the performance of his duties where, acting in good faith, such
Director relied on the books and records of the Supplemental Association or statements or advise
made by or prepared by the Managing Agent of or any officer or employee, or any accountant,
attorney or other person, firm or Supplemental Association employed by the Supplemental
Association to render advice or service unless such Director had actual knowledge of the falsity
or incorrectness of such statements; nor shall a Director be deemed guilty of or liable for
negligence or misconduct by virtue of the fact that he failed or neglected to attend a meeting or
meetings of the Board of Directors.
Section 6.12 Transactions Involving Affiliates. No contract or other transaction
between the Supplemental Association and one or more of its Directors, or between the
Supplemental Association and any Person (including Supplemental Declarant and/or
shareholders or members of Supplemental Declarant) in which one or more of the Directors are
directors, officers, partners, or employees or are pecuniarily or are otherwise interested, directly
or indirectly, shall be void or voidable because such Director or Directors are present at the
meeting of the Board that authorizes or approves the contract or transaction, or because his or
their votes are counted for such purpose if:
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(a) the contract or transaction is between the Supplemental Association and
Supplemental Declarant or any affiliate of Supplemental Declarant and entered into prior
to the Parcel Applicable Date; or
(b) the fact of the affiliation or interest is disclosed or known to the Board or a
majority thereof or noted in the minutes, and the Board authorizes, approves, or ratifies
such contract or transaction in good faith by a vote sufficient for the purpose; or
(c) the fact of the affiliation or interest is disclosed or known to the Owners,
or a majority thereof, and they approve or ratify the contract or transaction in good faith
by a vote sufficient for the purpose; or
(d) the contract or transaction is commercially reasonable to the Supplemental
Association at the time is is authorized, ratified, approved or executed.
Affiliated or interested Directors may be counted in determining the presence of the
quorum at any meeting of the Board that authorizes, approves or ratifies any contract or
transaction, but, following the Parcel Applicable Date, may not vote thereat to authorize any
contract or transaction in which they are so affiliated or so interested.
Section 6.13 Bonds. The Board of Directors may require the Managing Agent,
Treasurer and such other officers or employees of the Supplemental Association as the Board
deems necessary to provide surety bonds, indemnifying the Supplemental Association against
larceny, theft, embezzlement, forgery, misappropriation, wrongful obstruction, willful
misapplication, and other acts of fraud or dishonesty, in such sums and with such sureties as may
be approved by the Board of Directors and any such bond shall specifically include protection
for any insurance proceeds received for any reason by the Board. The expense of any such bonds
shall be a Common Expense.
ARTICLE VII
Officers and Their Duties
Section 7.01 Officers of the Supplemental Association. The principal officers of the
Board and the Supplemental Association shall be the President, Vice President, Secretary, and
Treasurer, and such other officers as the Board may from time to time by resolution create, all of
whom shall be elected by the Board. The Board may appoint an Assistant Secretary and an
Assistant Treasurer and such other officer as in their judgment may be necessary. Any two or
more offices may be held by the same person, except that the duties of the President shall be
exclusive, and the President shall not hold any other office.
Section 7.02 Election and Removal of Officers. The Officers of the Board and the
Supplemental Association shall be elected annually by the Board at the initial meeting of each
new Board. Upon an affirmative vote of a majority of all members of the Board, any officer may
be removed either with or without cause and his successor elected at any regular meeting of the
Board or at any special meeting of the Board called for such purpose.
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Section 7.03 Term. The officers of the Corporation shall be elected annually by the
Board of Directors and each shall hold office for one (1) year or until his successor is elected and
qualified, or until (if sooner) resignation, removal or other disqualification from service.
Section 7.04 President. The President shall be elected from among the Directors and
shall be the chief executive officer of the Board and Supplemental Association. The President
shall preside at all meetings of the Supplemental Association and of the Board, shall have and
discharge all the general powers and duties usually vested in the office of president or chief
executive officer of an Supplemental Association or a stock Supplemental Association organized
under the laws of Indiana, including but not limited to the power to appoint committees from
among the Owners as he may deem necessary to assist in the affairs of the Supplemental
Association and to perform such other duties as the Board may from time to time prescribe.
Section 7.05 Vice-President. The Vice President shall be elected from among the
Directors and shall perform all duties incumbent upon the President during the absence or
disability of the President. The Vice President shall also perform such other duties as these
Bylaws may prescribe or as shall from time to time be imposed upon him by the Board or by the
President.
Section 7.06 Secretary. The Secretary shall be elected from among the Directors. The
Secretary shall attend all meetings of the Supplemental Association and of the Board and shall
keep or cause to be kept a true and complete record of the proceedings of such meetings, shall
perform all other duties incident to the office of the Secretary, and shall perform such other
duties as from time to time may be prescribed by the Board. The Secretary shall specifically see
that all notices of the Supplemental Association or the Board are duly given, mailed or delivered,
in accordance with the provisions of these Bylaws.
Section 7.07 Treasurer. The Board shall elect from among the Directors a Treasurer
who shall maintain a correct and complete record of account showing accurately at all times the
financial condition of the Supplemental Association and who shall perform such other duties
incident to the office of Treasurer. The Treasurer shall be the legal custodian of all monies,
notes, securities and other valuables which may from time to time come into possession of the
Supplemental Association. The Treasurer shall immediately deposit all funds of the
Supplemental Association coming into his hands in some reliable bank or other depository to be
designated by the Board and shall keep such bank account or accounts in the name of the
Supplemental Association. The Treasurer may permit and delegate to the Managing Agent the
authority and responsibility to handle an account for monies and other assets of the Supplemental
Association to the extent approved by resolution of the Board.
Section 7.08 Assistant Officers. The Board of Directors may, from time to time,
designate and elect from among the Owners an Assistant Secretary and Assistant Treasurer who
shall have such powers and duties as the officers whom they are elected to assist shall delegate to
them and such other powers and duties as these Bylaws or the Board of Directors may prescribe.
Section 7.09 Special Appointments. The Board may elect such officers as the affairs
of the Supplemental Association may require, each of whom shall hold office for such period,
have such authority, and perform such duties as the Board may, from time to time, determine.
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Section 7.10 Committees. The Board may appoint committees to assist in the
administration and affairs of the Supplemental Association and Board.
Section 7.11 Resignation and Removal. Any officer may be removed from office
with or without cause by the Board of Directors. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or Secretary. Such resignation shall take
effect on the date of receipt of such notice or at any time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7.12 Vacancies. A vacancy in any office may be filled by appointment by the
Board of Directors. The officer appointed to such vacancy shall serve for the remainder of the
terms of the officer he replaces.
ARTICLE VIII
Assessments and Budget
Section 8.01 Annual Accounting. Annually, after the close of each fiscal year of the
Supplemental Association and prior to the date of the annual meeting of the Supplemental
Association next following the end of such fiscal year, the Board shall cause to be prepared and
furnished to each Owner a financial statement prepared by a certified public accountant or firm
of certified public accountants then serving the Supplemental Association, which statement shall
show all receipts and expenses received, incurred and paid during the preceding fiscal year.
Section 8.02 Proposed Annual Budget. Annually, on or before the date of the annual
meeting of the Supplemental Association, the Board of Directors shall cause to be prepared a
proposed annual budget for the current fiscal year estimating the total amount of the Common
Expenses for the current fiscal year and shall furnish a copy of such proposed budget to each
Owner and written notice of the increase or decrease in the regular annual assessment under such
proposed budget at or prior to the time the notice of such annual meeting is mailed or delivered
to such Owners. The proposed annual budget shall be submitted to the Owners at the annual
meeting of the Supplemental Association for adoption and, if so adopted, shall be the basis for
the Parcel General Assessments (as that term is defined below) for the current fiscal year. At the
annual meeting of the Owners, the budget may be approved in whole or in part or may be
amended in whole or in part by a majority of the Percentage Vote; provided, however, that in no
event shall the annual meeting of the Owners be adjourned until an annual budget is approved
and adopted at such meeting, either the proposed annual budget or the proposed annual budget as
amended. The annual budget, the Parcel General Assessments and all sums assessed by the
Supplemental Association shall be established by using generally accepted accounting principles
applied on a consistent basis. The annual budget and the Parcel General Assessments shall, in
addition, be established to include the establishment and maintenance of a replacement reserve
fund for capital expenditures and replacement and repair of the Limited Common Areas, as
hereinafter described.
The failure or delay of the Board of Directors to prepare a proposed annual budget and to
furnish a copy thereof to the Owners shall not constitute a waiver or release in any manner of the
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obligations of the Owners to pay the Common Expenses as herein provided whenever
determined. Whenever, whether before or after the annual meeting of the Supplemental
Association, there is no annual budget approved by the Owners as herein provided for such
current fiscal year, the Owners shall continue to pay Parcel General Assessments based upon the
last approved budget or, at the option of the Board, based upon no more than one hundred ten
percent (110%) of such last approved budget as a temporary budget.
Section 8.03 Parcel General Assessments. The annual budget as adopted by the
Owners shall, based on the estimated cash requirement for the Common Expenses in the current
fiscal year as set forth in said budget, contain a proposed assessment against each improved and
landscaped Townhome Lot at a uniform rate. Immediately following the adoption of the annual
budget, each Owner shall be given written notice of such assessment against his respective
Townhome Lot (“Parcel General Assessments”). In the event the Parcel General Assessment for
a particular fiscal year is initially based upon a temporary budget, such Parcel General
Assessment shall be revised, within fifteen (15) days following adoption of the final annual
budget by the Owners, to reflect the assessment against each Townhome Lot based upon such
annual budget as finally adopted by the Owners. The aggregate amount of the Parcel General
Assessments shall be equal to the total amount of expenses provided and included in the final
annual budget, including reserve funds as provided in this Article VIII. The Parcel General
Assessment against each Townhome Lot shall be paid in advance in equal monthly installments,
commencing on the date of conveyance of the Townhome Lot and on the first day of each month
thereafter. Payment of the monthly installments of the Parcel General Assessment shall be made
to the Board of Directors or the Managing Agent, as directed by the B oard of Directors;
provided, however, Owners may elect to pay monthly assessments semi-annually or annually, in
advance. At the election and option of the majority of the Owners, the Parcel General
Assessment may be required to be paid by the Owners in advance in one annual installment
rather than monthly or semi-annual installments. In the event the Parcel General Assessment for
a particular fiscal year of the Supplemental Association was initially based upon a temporary
budget then,
(a) if the Parcel General Assessment based upon the final annual budget
adopted by the Owners exceeds the amount of the Parcel General Assessment based upon
the temporary budget, that portion of such excess applicable to the period from the first
day of the current fiscal year to the date of the next payment of the Parcel General
Assessment which is due shall be paid with such next payment and such next payment
and all payments thereafter during such fiscal year, shall be increased so that the Parcel
General Assessment as finally determined shall be paid in full by the remaining payments
due in such fiscal year, or
(b) if the Parcel General Assessment based upon the temporary budget
exceeds the Parcel General Assessment based upon the final annual budget adopted by
the Owners, such excess shall be credited against the next payment or payments of the
Parcel General Assessment coming due until the entire amount of such excess has been
so credited;
provided, however, that if an Owner had paid his Parcel General Assessment either semi-
annually or annually, in advance, then the adjustments set forth under (a) or (b) above shall be
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made by a cash payment by, or refund to, the Owner on the first day of the second month
following the determination of the Parcel General Assessment based upon the annual budget
finally adopted by the Owners.
The Parcel General Assessment for the current fiscal year of the Supplemental Association shall
become a lien on each separate Townhome Lot as of the first day of each fiscal year (if the fiscal
year is the calendar year, January 1 of each calendar year shall be the lien date) of the
Supplemental Association, even though the final determination of the amount of such Parcel
General Assessment may not have been made by that date. The fact that an Owner has paid his
Parcel General Assessment for the current fiscal year in whole or in part based upon a temporary
budget and thereafter, before the annual budget and Parcel General Assessment are finally
determined, approved and adjusted as herein provided, sells, conveys o r transfers his Townhome
Lot or any interest therein, shall not relieve or release such Owner or his successor as owner of
such Townhome Lot from payment of the Parcel General Assessment for such Townhome Lot as
finally determined, and such Owner and his successor as owner of such Townhome Lot shall be
jointly and severally liable for the Parcel General Assessment as finally determined. Any
statement of unpaid assessments furnished by the Supplemental Association pursuant to Section
8.09 hereof prior to the final determination and adoption of the annual budget and Parcel General
Assessment for the year in which such statement is made shall state that the matters set forth
therein are subject to adjustment upon determination and adoption of the final budget and Parcel
General Assessment for such year, and all parties to whom any such statement may be delivered
or who may rely thereon shall be bound by such final determinations. Quarterly or monthly (if so
determined by the Board) installments of Parcel General Assessments shall be due and payable
automatically on their respective due dates without any notice from the Board or the
Supplemental Association, and neither the Board nor the Supplemental Association shall be
responsible for providing any notice or statements to Owners for the same.
Section 8.04 Special Assessments. From time to time, Common Expenses of an
unusual or extraordinary nature or not otherwise anticipated may arise. At such time and without
the approval of the Owners, unless otherwise provided in these B ylaws, the Supplemental
Declaration or the Act, the Board of Directors shall have the full right, power and authority to
make special assessments during any fiscal year which, upon resolution of the Board, shall
become a lien on each Townhome Lot, prorated in accordance with the uniform rate of
assessment among the improved and landscaped Townhome Lots (“Special Assessment”).
Without limiting the generality of the foregoing provisions, Special Assessments may be made
by the Board of Directors from time to time to pay for capital expenditures, to pay for the cost of
any repair or reconstruction of damage caused by fire or other casualty or disaster to the extent
insurance proceeds are insufficient therefor under the circumstances described in the
Supplemental Declaration.
Section 8.05 Failure of Owner to Pay Assessments. Each Owner shall be personally
liable for the payment of all General Maintenance and Special Assessments. Where the Owner
constitutes more than one person, the liability of such persons shall be joint and several.
(a) If any Owner shall fail or refuse to make any such payment of any
assessment when due, the amount thereof shall constitute a lien on the Townhome Lot of
the Owner, and upon the recording of notice thereof by the Supplemental Association,
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such lien shall be constituted upon such Owner's Townhome Lot prior to all other liens
and encumbrances, recorded or unrecorded, except only
(i) taxes, special assessments and special taxes theretofore or
thereafter levied by any political subdivision or municipal Supplemental
Association of this State and other State or Federal taxes which by law are a lien
on the interest of such Owner prior to pre-existing recorded encumbrances
thereon, and
(ii) encumbrances on the interest of such Owner recorded prior to the
date such notice is recorded, which by law would be a lien thereon prior to
subsequently recorded encumbrances.
(b) The Supplemental Association shall send a notice, postage prepaid, to any
such encumbrancer whose encumbrance was recorded prior to the time of recording the
notice of lien provided for in this section, at the address shown in the recorded
encumbrance; provided that if such encumbrancer has furnished the Supplemental
Association with another address then such other address shall be used, and said
Supplemental Association shall not foreclose its said lien until at least thirty (30) days
after the date of depositing such notice in the United States mails, postage prepaid, to the
address of such encumbrancer.
(c) Any encumbrancer holding a lien on a Townhome Lot may pay any
Common Expenses payable with respect to such Townhome Lot and, if so provided in an
encumbrance, may add the amount of such payment to the unpaid balance secured by his
lien, and such added amount shall have the same priority and lien rights as the unpaid
balance to which added.
(d) The lien provided for in this section shall be in favor of the Supplemental
Association and may be foreclosed by an action brought in the name of the Supplemental
Association in a manner under the laws of the state governing mechanic's liens and
materialmen's liens and as provided under the Act. The Supplemental Association, acting
on behalf of the Owners, shall have the power to bid on the interest so foreclosed at
foreclosure sale and to acquire, hold, lease, mortgage and convey the same; and to
subrogate so much of its right to such lien as may be necessary or expedient to an
insurance company which will continue to give total coverage in spite of nonpayment of
such defaulting Owner's portion of the premium.
(e) Suit to recover a money judgment for unpaid assessments shall be
maintainable without foreclosing or waiving the lien securing the same.
(f) The Board shall further have the power to suspend the voting rights of a
member during any period in which such members shall be in default in the payment of
any assessment levied by the Supplemental Association.
(g) Any payment for assessments not made when due shall bear interest at the
rate of eighteen percent (18%) per annum from the date the same shall become due until
the date the same is paid. It shall further be the obligation of any party who shall fail to
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pay any assessment or assessments when due to reimburse the Supplemental Association
for all expenses incurred as a result of such failure to pay, including all expenses incurred
by the Supplemental Association in the collection of the same, and including further, but
not limited to, all costs of overhead, accounting and legal expenses incurred with respect
to, arising out of, or occasioned by the said failure to pay.
(h) In the event any person shall acquire or be entitled to the issuance of a tax
deed, public trustee's deed, sheriffs deed, commissioner's deed, etc., the interest so
acquired shall be subject to all the provisions of this Supplemental Declaration and to the
terms, provisions, covenants, conditions, and limitations contained in the Supplemental
Declaration, the Bylaws of the Supplemental Association and any restrictions or
exceptions affecting such interest then in force.
Section 8.06 Reserve for Replacements. The Board of Directors shall cause to be
established and maintained a reserve fund for replacements by the allocation and payment to
such reserve fund not less often than annually of an amount determined by the Board to be
sufficient to meet the costs of periodic maintenance, repair, renewal and replacement of the
Limited Common Areas, including, but not limited to resurfacing, repairing or replacing streets,
parking areas, sidewalks, roofs, landscaped areas and other facilities and appurtenances. In
determining the amount of such reserve fund, the Board shall take into consideration the
expected useful life of such Limited Common Areas, projected increases in the cost of materials
and labor, interest to be earned by such funds, and the advice of Supplemental Declarant, the
Managing Agent and consultants the Board may employ. Such fund shall include an amount to
cover any and all insurance deductibles. Such fund shall be conclusively deemed to be a
Common Expense. Such fund shall be deposited in an interest bearing account with a bank or
savings and loan Supplemental Association authorized to conduct business in Carmel, Hamilton
County, Indiana. The reserve for replacements may be expended only for the purpose of
effecting the periodic maintenance, repair, renewal or replacement of the Limited Common
Areas and related equipment. The Board shall annually revise the adequacy of the reserve fund.
The proportionate interest of any Owner in any reserve for replacements shall be considered an
appurtenance of his Townhome Lot and shall not be separately withdrawn, assigned, transferred
or otherwise separated from the Townhome Lot to which it appertains and shall be deemed to be
transferred with such Townhome Lot.
Section 8.07 General Operating Reserve. The Board of Directors may establish and
maintain a reserve fund for general operating expenses of a nonrecurring nature by the allocation
and payment to such reserve fund not less frequently than annually of such amount as the Board
in its discretion determines to be reasonable under the circumstances. Such fund shall be
conclusively deemed to be a Common Expense. Such fund shall be deposited in an interest
bearing account with a bank or savings and loan Supplemental Association authorized to conduct
business in Carmel, Hamilton County, Indiana. The general operating reserve fund may be
expended only for operating contingencies of a non-recurring nature. The proportionate interest
of any Owner in any reserve fund for general operating expenses shall be considered an
appurtenance of his Townhome Lot and shall not be separately withdrawn, assigned or
transferred or otherwise separated from the Townhome Lot to which it appertains and shall be
deemed to be transferred with such Townhome Lot.
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Section 8.08 Parcel General Assessments Prior to Parcel Applicable Date. The
purpose of this section is to provide for the maintenance and upkeep of the Development and for
the payment of the Common Expenses during the period prior to the Parcel Applicable Date.
Accordingly, and notwithstanding any other provision contained in the Supplemental
Declaration, these Bylaws, the Act or otherwise, prior to the Parcel Applicable Date the annual
budget and all Parcel General Assessments and Special Assessments shall be established solely
by the Initial Board.
Payment of the Parcel General Assessments prior to the Parcel Applicable Date with
respect to each Townhome Lot that has been subjected to the Supplemental Declaration
(including completed Townhome Lots owned by Supplemental Declarant) shall commence on
the date of the conveyance of the first Townhome Lot to a new Owner. In addition, at the initial
closing of each Townhome Lot, the purchaser or new Owner is required to pay a sum equal to
the full Parcel General Assessment applicable to such Townhome Lot for two (2) months as his
initial contribution to the working capital of the Supplemental Association. Additionally, as
provided in Section 8.09, at each closing, the purchaser of a Townhome Lot shall pay his pro rata
share of the Parcel General Assessment due in the month of closing. Thereafter, payment of the
Parcel General Assessment shall be made on the first day of each calendar month.
Supplemental Declarant or its successors in interest, as an Owner, shall be excused from
payment of assessments (including any amounts for reserves) from the date the Supplemental
Declaration is recorded and expiring with respect to the Townhome Lots owned by Supplemental
Declarant committed by the Supplemental Declaration on the first day of the thirty-sixth (36th)
calendar month following the month in which the closing o f the sale of the first Townhome Lot
occurs; such provision shall also apply to assessments for Townhome Lots owned by
Supplemental Declarant committed by Supplemental Declaration. Provided, further, that if the
annual expenses of the Supplemental Association incurred under the assessment procedure
exceed the amount assessed against the other Owners (excluding the Supplemental Declarant),
then the Supplemental Declarant or its successor shall pay the excess required during any such
thirty-six (36) month period on an annual basis (the “Supplemental Declarant’s Shortfall
Payments”); provided, however, if in any subsequent fiscal year funds held by the Supplemental
Association exceed the total of the amount set forth in the annual budget for such fiscal year p lus
all reserves established by the Board in the manner set forth above, such excess amounts shall be
disbursed to Supplemental Declarant (or at the option of the Board credited against any
Assessments owed by Supplemental Declarant for any Townhome Lots owned by Supplemental
Declarant) until Supplemental Declarant has been fully reimbursed for the Supplemental
Declarant’s Shortfall Payments previously made. Prior to the Parcel Applicable Date,
Supplemental Declarant shall bear all expenses incurred with respect to the Property arising out
of construction or other activities on any portion of the Real Estate, including but not limited to
road damage and clean-up of debris caused by construction traffic, connection to any utility lines
or mains located on the Property and damage to, or deterioration of, trees, fences or other
portions of the Property due to construction off site or the state of areas under development.
Ten percent (10%) of the Parcel General Assessment paid prior to the Parcel Applicable
Date shall be designated as a reserve fund for maintenance, repair or replacement of Limited
Common Areas that must be repaired and replaced on a periodic basis as provided in Section
8.06.
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That portion of the Parcel General Assessment collected by the Supplemental Declarant prior to
the Parcel Applicable Date applicable to the replacement reserve shall be held by the Initial
Board and, if required, applied to the replacement of the Property. To the extent that such
replacement reserve is not so applied, the balance thereof shall be retained by the Supplemental
Association at the Parcel Applicable Date.
Section 8.09 Liability of Grantee. In a voluntary conveyance of a Townhome Lot
other than a deed in lieu of foreclosure, the grantee as successor Owner of the Townhome Lot
shall be jointly and severally liable with the grantor for all unpaid assessments by the
Supplemental Association prior to the time of the grant or conveyance without prejudice to the
grantee’s right to recover from the grantor amounts paid by the grantee therefor. Upon request
by an Owner, purchaser or grantee thereof, or Mortgagee, the Secretary or other authorized
officer of the Supplemental Association or the Managing Agent shall provide within fifteen (15)
days of the written request therefor, a statement of the amount of current and delinquent
assessments by the Supplemental Association, including fines and charges against a particular
Townhome Lot. The Supplemental Association may require the Owner to confirm that the
person requesting the statement is a Mortgagee or purchaser or grantee of the Owner. The
recording of such written statement, together with a deed to such Townhome Lot, shall operate to
discharge the Townhome Lot from any lien for any other General Maintenance or Special
Assessment unpaid as of the date of such statement.
Section 8.10 Waiver of Lien Upon Foreclosure. Notwithstanding anything to the
contrary contained in the Supplemental Declaration and these Bylaws, any sale or transfer of a
Townhome Lot to a Mortgagee pursuant to a foreclosure of its mortgage or conveyance in lieu
thereof, or conveyance to any Person at a public sale in the manner provided by law with respect
to mortgage foreclosures, shall extinguish the lien of any unpaid installment of any General
Maintenance or Special Assessment as to such installments that become due prior to each sale,
transfer or conveyance, but extinguishments of such lien shall not relieve the prior Owner from
personal liability therefor. No such sale, transfer or conveyance shall relieve the Townhome Lot
or the purchaser at such foreclosure sale, or grantee in the event of conveyance in lieu thereof,
from liability for any installments of Assessments thereafter becoming due or from the lien
therefor. Such unpaid share of any Assessments, the lien for which has been divested as
aforesaid, shall be deemed to be a Common Expense, collectible from all owners (including the
party acquiring the Townhome Lot from which it arose).
Section 8.11 Initial Budget and Assessments. Notwithstanding anything to the
contrary contained herein in the Supplemental Declaration, the Act, other applicable statutes or
otherwise, until the Parcel Applicable Date, the annual budget and all Parcel General
Assessments and Special Assessments shall be established by the Initial Board without meetings
of or concurrence of the Owners. A power of attorney and proxy coupled with an interest is
reserved to the Supplemental Declarant and is granted to the Supplemental Declarant by each
Owner and shall be deemed to cover and include each Owner's right to vote on and approve the
initial annual budget and any Parcel General Assessments and Special Assessments until the
Parcel Applicable Date.
Section 8.12 Maintenance and Repairs. Every Owner shall promptly perform all
maintenance and repairs within the Owner's Townhome Lot which, if neglected, would affect the
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value of the Property. In addition, each Owner shall furnish and shall be responsible at his own
expense for the maintenance, repairs and replacements of his Townhome Lot, and all equipment
serving the same. Such maintenance, repairs and replacements which each Owner is responsible
to make personally and at his own expense include, but are not necessarily limited to: water
lines, gas lines, plumbing and electric lines which service the Owner's Townhome Lot only;
Party Walls as described in the Supplemental Declaration; all partitions and interior walls,
ceilings and floors; appliances, to include garbage disposals, dishwashers, stoves, ranges and
refrigerators, telephones, air conditioning and heating equipment, doors, screens, and windows
(including exterior and interior of all glass and screen surfaces), lamps, and interior and exterior
grouting and/or caulking and all other accessories appurtenant to the Townhome Lot or
belonging to the Owner thereof. Notwithstanding any of the provisions of this paragraph, all
Townhome Lot Maintenance Obligations and Exterior Maintenance Obligations described in the
Supplemental Declaration, lawn mowing, landscaping and other similar maintenance within the
Limited Common Areas shall be provided as an expense of the Supplemental Association. No
Owner shall in any way cut or fertilize lawns, shrubs or other items of landscaping in the Limited
Common Areas or attempt to maintain or replace same in any manner whatsoever. The
Supplemental Association will provide personnel for these purposes.
Notwithstanding the foregoing, if, due to the willful, intentional or negligent acts or
omissions of an Owner or a member of his family, or of a guest, tenant or other occupant or
visitor of such Owner, damage shall be caused to the Limited Common Areas or to a Townhome
Lot owned by or reserved for the use of others, or if maintenance, repairs or replacements shall
be required thereby which would otherwise be a Common Expense, then such Owner shall pay
for such damage and such maintenance, repairs and replacements, as may be determined by the
Supplemental Association, unless such loss is covered by the Supplemental Association's
insurance with such policy having a waiver of subrogation clause. Maintenance, repairs and
replacements to the Limited Common Areas or the Townhome Lots shall be subject to the rules
and regulations adopted from time to time by the Board.
To the extent that equipment, facilities and fixtures within any Townhome Lot shall be
connected to similar equipment, facilities or fixtures affecting or serving other Townhome Lots
or any Limited Common Areas, then the use thereof by the Owner of such Townhome Lot shall
be subject to the rules and regulations adopted from time to time by the Board. The authorized
representatives of the Supplemental Association or Board of Directors, or the Managing Agent
for the Supplemental Association, shall be entitled to reasonable access to any Townhome Lot as
may be required in connection with maintenance, repairs or replacements of or to the Limited
Common Areas or any parts thereof, or any equipment, facilities or fixtures affecting or serving
other Townhome Lots or any Limited Common Areas.
ARTICLE IX
Restrictions on Use and Enforcement
Section 9.01 Restrictions on Use. The following restrictions on the use and
enjoyment of the Townhome Lots, Limited Common Areas, and the Property shall be in addition
to those set forth in the Supplemental Declaration:
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(a) All Townhome Lots shall be used exclusively for residential purposes and
no Townhome may be partitioned or subdivided. No commercial use, including, without
limitation, retail use, is permitted on a Townhome Lot without the prior approval of the
Board of Directors. A Townhome Lot may not be rented or leased by its Owner in part
or in its entirety without approval the Board of Directors. If approval is given, the
Townhome Lot Owner shall notify the Managing Agent in writing of the tenant's name
and Townhome Lot rented prior to execution of the relevant tenant lease or posting with
any short-term rental site, including but not limited to AirBnB, VRBO, and similar
services.
(b) No additional buildings, temporary structures, utility buildings or tents
shall be erected or located on the Property other than the Buildings designated in the
Supplemental Declaration or a supplement or amendment to the Supplemental
Declaration, and shown on the plans without consent of the Board of Directors, except
Supplemental Declarant reserves the right to maintain a mobile office for construction,
and no such structure no additional building shall be used as a residence. All hardware,
doors and windows and trim visible from the exterior of the Townhomes, except model
Townhomes during the period when they are in use as sales model units, shall be uniform
in design throughout the Development and shall not be changed, altered, painted,
remodeled or replaced without the prior written approval of the Board of Directors.
(c) No nuisance shall be permitted and no waste shall be committed in any
Townhome Lot or in the Limited Common Areas.
(d) No Owner shall cause or permit anything to be hung or displayed on the
outside of the windows or placed on the outside walls of the Building, and no sign,
awning, canopy, shutter or radio or television antenna or-other attachment or thing shall
be affixed to or placed upon the exterior walls or roofs or any other part of the Building
without the prior consent of the Board.
(e) Nothing shall be done or permitted in any Townhome Lot which will
impair the structural integrity of the Building or which would structurally change the
Building or which would affect the exterior appearance of any Townhome Lot, except as
otherwise provided in the Supplemental Declaration or these Bylaws. No Townhome Lot
shall be used in any unlawful manner, in violation of the zoning laws in effect in
Hamilton County, Indiana, or in any manner which might cause injury to the reputation
of the Development or the Supplemental Association or which might be or cause a
nuisance, annoyance, inconvenience or damage to other Owners and occupants of
Townhome Lots or neighboring property, including without limiting the generality of the
foregoing noise by the use of any musical instruments, radio, television, loud speakers,
electrical equipment, amplifiers or other equipment or machines or loud persons.
(f) The Limited Common Areas shall be kept free and clear of rubbish, debris
and other unsightly materials.
(g) All Owners and members of their families, their guests, or invitees, and all
occupants of any Townhome Lot or other persons entitled to use the same and to use and
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enjoy the Limited Common Areas or any part thereof, shall observe and be governed by
such rules and regulations as may from time to time be promulgated and issued by the
Board governing the operation, use and enjoyment of the Townhome Lots and the
Limited Common Areas.
(h) No boats, campers, trailers of any kind, buses, mobile homes or any other
vehicles of any similar description or type shall be permitted, parked or stored anywhere
within the Property, except in an Owner’s private garage, unless prior written approval is
obtained from the Board. No repair work shall be done on the Property, except in an
Owner’s private garage, on any vehicles, including, but not limited to, passenger
automobiles, motorcycles, trucks or boats unless express written permission is obtained
from the Board.
(i) No Owner shall be allowed to plant trees, landscape or do any gardening
in any of the Limited Common Areas, except with express permission from the Board.
(j) No Owner or tenant shall be allowed to place or cause to be placed in
Limited Common Areas, any furniture, packages or objects of any kind, without the
consent of the Board. The Rules and Regulations adopted by the Board may set forth the
standards to implement the intent of this provision.
(k) All garbage, trash and refuse shall be stored in appropriate containers as
determined by the Rules and Regulations by the Board. All such garbage, trash and refuse
shall be placed in the containers approved by the Board and shall be placed at locations
designated by the Board for scheduled trash collection in further accordance with the
Rules and Regulations.
(l) No storage, interior furniture, trash or other refuse shall be permitted on
the balconies or porches of the Townhomes.
(m) All bicycles shall be stored indoors, and no bicycles shall be locked to
fences, balconies or other improvements located on the Townhome Lot or within the
Limited Common Areas, except as such areas may be specifically designated by Board
for bicycle storage.
(n) No gas or charcoal grills with a grilling surface larger than one thousand
(1,000) square inches shall be permitted on Townhome balconies or patios.
(o) All window coverings shall have white backing.
(p) No Owner shall be allowed to plant trees, landscape or do any gardening
on the Owner’s Townhome Lot except with express permission from the Board;
provided, however, that limited additional plantings may be permitted as follows: (i)
flower plantings and small bushes or shrubs shall be in mulched areas and shall not cause
damage to existing plantings and shrubs; (ii) edible plants and plants producing edible
items shall be planted in pots only; (iii) all pots shall be removed during winter months;
and (iv) the combined height for pots and plants shall not exceed thirty inches (30”). No
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additional plantings, pots or other landscaping shall substantially interfere with the
Supplemental Association’s regular Townhome Lot Maintenance Obligations.
(q) No animals, livestock, poultry, reptiles or exotic animals of any kind shall
be raised, bred or kept on any Townhome Lot or in the Limited Common Areas or on the
Property; provided, however, that a maximum of (i) two (2) dogs; (ii) two (2) cats or
other non-reptilian, non-exotic, customary, domestic household pets; or (iii) one (1) fish
tank not to exceed seventy-five (75) gallons shall be permitted in a Townhome.
Notwithstanding the foregoing, no Owner shall keep in any Townhome or in the Limited
Common Areas or on the Property any dangerous breed of dog, including, without
limitation, pit bull, Rottweiler or such other breed as is reasonably determined to be
dangerous by the Board of Directors. Owners shall ensure that their pets do not disturb
other Owners due to noise, odors, or other nuisance. Owners shall immediately clean up
the waste produced by the Owner’s pet. All pets, including cats, must be under the
control of the Owner, on a leash, or confined to the Townhome Lot. An Owner shall be
fully liable for any injury or damage by his pet. The Board may adopt such rules and
regulations regarding pets as it may deem necessary from time to time including, but not
limited to, a requirement that any Owner desiring to bring a pet on the Property shall
deposit with the Board, a security deposit in an amount to be determined by the Board to
cover any damage that may be caused by such pet to the Limited Common Areas.
(r) No parking shall be permitted in the drive aisles or Limited Common
Areas, unless in designated parking spaces. No junk or derelict vehicle or other vehicle
on which current registration plates are not displayed shall be kept within the Parcel.
Driveways shall be limited to guests and temporary parking only and shall have no more
than two (2) vehicles of any kind at any time. Vehicles parked in the driveway of a
Townhome Lot shall not obstruct any sidewalk. No vehicles of any kind shall be parked
or stored overnight on any public street or Private Street within the Parcel. Any vehicle
in violation of this restriction shall be subject to being towed at the expense of the owner
thereof at the discretion of the Supplemental Association.
(s) No use shall be made of any part of the Property which violates these
restrictions, or the Rules and Regulations, and all Owners and their guests, tenants,
invitees and all occupants or other parties entitled to use or who may use any part of the
Property shall at all times fully comply with the terms, covenants, provisions, conditions,
limitations, restrictions and requirements contained and described herein.
(t) All Limited Common Areas shall be used only for the purposes for which
they are designed and intended and shall be used subject to the Rules and Regulations
from time to time adopted by the Board.
Section 9.02 Enforcement. The Supplemental Declarant, the Board, or, in a proper
case, an Aggrieved Owner, shall have the right of enforcement of all restrictions and regulations
adopted pursuant to this Article VI. An “Aggrieved Owner” shall mean an Owner whose rights
are affected or infringed by any such alleged failure to comply with the provisions of the
Supplemental Declaration, Bylaws or any decision of the Supplemental Association or its Board
of Directors in a manner different from the rights of all other Owners. Any Owner who alleges
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that he is an “Aggrieved Owner” shall first notify the Board of Directors of such Owner’s
aggrieved status and request a special meeting of the Board of Directors to be held within thirty
(30) days of such request (or within seven (7) days in an emergency situation) to establish to the
Board and the Supplemental Association that such owner is “aggrieved” within the meaning
hereof, prior to the commencement of any right of action commenced hereunder. Any costs,
including reasonable attorneys’ fees, may be recovered from any Owner for violation thereof,
however, any reservation of right to the use of summary abatement or similar means to enforce
restrictions against a Townhome Lot or its use shall require that judicial proceedings be instituted
before any items of construction can be altered or demolished.
These Bylaws, including all restrictions set forth herein and the rules and regulations may
be enforced by injunctive relief, specific performance or the imposition of reasonable monetary
fines and suspension of use and voting privileges. These powers, however, shall not be
construed as limiting any other legal means of enforcing the use restrictions or rules and
regulations of the Supplemental Association. Any fines so imposed shall be considered an
assessment against the Townhome Lot and may be collected in the manner provide for collection
of other assessments. In addition to the foregoing, if any person shall fail to maintain its
Townhome Lot in a reasonably safe and sanitary condition, the Supplemental Association may,
at the Board’s option, and after thirty (30) days written notice to the Owner, perform any clean-
up, repair and/or replacement to cure any such condition, and all costs and expenses reasonable
incurred by the Supplemental Association, plus interest thereof at the rate of eighteen percent
(18%) per annum, shall be reimbursed to the Supplemental Association by such Owner within
thirty (30) days after the work has been completed. The Supplemental Association may levy a
special assessment against any such Townhome Lot, which may be enforced in accordance with
these Bylaws.
Section 9.03 Compliance with Covenants, Conditions and Restrictions. Every Owner,
Mortgagee, lessee or other occupant of a Townhome Lot shall comply strictly with the
covenants, conditions and restrictions set forth in the Supplemental Declaration, with the Bylaws
and with the Rules and Regulations in relation to the use and operation of the Property. A
violation committed by any persons residing in, occupying or visiting a Townhome Lot at the
behest or with the implied or express permission of the Owner or any other occupant of the
Townhome Lot, or committed by any agent, employee, business invitee, or contractor of the
Owner or of any person occupying a Townhome Lot shall be attributed to that Townhome Lot
and the Owner thereof. Failure to comply with any of said covenants, conditions and/or
restrictions shall be grounds for fines by the Board of Directors upon any defaulting Owner and
by his tenants, invitees, guests and all members of his family and/or his tenant’s family. The
Board may also prohibit any Owner from entering into any new lease of his Townhome Lot with
anyone so long as he is in default in the performance of any of his obligations under the
Supplemental Declaration, Bylaws or Rules and Regulations. An action seeking a declaratory
judgment, the recovery of sums due for damages, or injunctive relief, or any or all of them may
be maintained by the Board of Directors or by an interested party who has obtained the prior
written consent of the Board of Directors against any Owner, or any person entitled to occupy a
Townhome Lot who refuses to comply or threatens to refuse to comply with any provisions of
the Supplemental Declaration, the Bylaws, the rules and regulations, or any other document
establishing ownership or control over any part of the Property. One or more Owners may bring
a class action on behalf of all Owners.
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After giving not less than thirty (30) days prior written notice to an Owner who has not
complied, and after giving such party the opportunity to be heard by the Board of Directors, the
Board of Directors shall have the right to impose a fine of not more than One Hundred Dollars
($100) for the second violation attributable to a particular owner in a calendar year against the
Owner and the Townhome Lot in which such Owner holds an ownership interest. For a third
violation attributable to the same Owner in the same calendar year (whether or not this third
violation involves the same terms or provision of the above-described instruments as the first or
second violations), the Board of Directors, after giving the above-described notice and
opportunity to be heard, may levy a fine against that Owner and the Townhome in which each
Owner holds an ownership interest in an amount not in excess of One Hundred Fifty Dollars
($150). For the fourth and every subsequent such violation of said instruments by the same
Owner in the same calendar year, the Board of Directors, after giving the above-described notice
and opportunity to be heard, may levy a fine against that Owner and the Townhome Lot in which
such Owner holds an ownership interest in double the amount of the fine for the immediately
preceding violation in that calendar year.
All fines described above, any fines imposed by the Board of Directors and any and all
expenses incurred by the Supplemental Association in enforcing any of the terms and provisions
of the instruments, including reasonable attorneys’ fees, may be levied as a Special Assessment
against the Owner in question and his Townhome Lot.
Any action brought by the Supplemental Association hereunder may be brought in its
own name, in the name of its Board of Directors or in the name of the Managing Agent. In any
case of flagrant or repeated violation by an Owner, he may be required by the Board of Directors
to give sufficient surety or sureties for his future compliance with the covenants, conditions and
restrictions contained in the Supplemental Declaration, the Bylaws, and the rules and regulations.
Section 9.04 Right of Board to Adopt Rules and Regulations. The Board may
promulgate such additional rules and regulations regarding the operation of the Property,
including but not limited to the use of the Limited Common Areas, as it may deem necessary
from time to time and such rules as are adopted may be amended by a vote of a majority of the
Board, and the Board shall cause copies of such rules and regulations and all amendments thereto
to be delivered to and mailed promptly to all Owners.
Section 9.05 Interpretation of Bylaws and Covenants. The Board of Directors shall
have the power, authority and obligation to determine all matters affecting or relating to the
interpretation, application and enforcement of the Bylaws and the Restrictive Covenants set forth
in this Article IX of the Bylaws. Any decision or determination made by the Board pursuant to
its powers and obligations as set forth in this Section shall be deemed binding upon all parties
and all Owners unless it shall be shown that said determination was made in bad faith with an
intent to unfairly discriminate between Owners or was made in contravention of the express
terms and conditions of the Supplemental Declaration and/or Bylaws.
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ARTICLE X
Books of Account, Fiscal Year, etc.
Section 10.01 Books of Account. The Supplemental Association shall keep detailed
books of account showing all expenditures and receipt of administration which shall specify the
maintenance and repair expenses of the Limited Common Areas any other expenses incurred by
or on behalf of the Supplemental Association and the Owners. Such accounts, books, records,
financial statements, and other papers shall be open for inspection by the Owners and other
persons having an interest in any Lot, including any Owner, any lender and any holder, insurer or
guarantor of the first mortgage on any Lot, during reasonable business hours or under other
reasonable circumstances, and shall be audited annually by qualified auditors. The cost of such
audits shall be a legitimate expense of the Supplemental Association and covered by
Assessments received by the Supplemental Association. Any holder, insurer or guarantor of a
first mortgage on a Lot shall be entitled upon written request to receive an audited financial
statement for the immediately preceding fiscal year free of charge to the requesting party and
within a reasonable time of such request. Current copies of the Supplemental Declaration, the
Articles of Incorporation, and the By-Laws of the Supplemental Association, and other rules
concerning the Development, shall be available for inspection by any Owner and lender, and to
holders, insurers or guarantors of any first mortgage at the principal office of the Supplemental
Association during normal business hours or under other reasonable circumstances, where copies
of the same and of audits may be purchased at reasonable costs.
Section 10.02 Fiscal Year. The fiscal year of the Supplemental Association shall
commence January 1, and end the following December 31 each year; provided, however, that the
fiscal year for purposes of Assessments may be different than the general fiscal year of the
Supplemental Association.
Section 10.03 Financial Statements. Upon the written request from any person or
entity that has an interest or prospective interest in any Townhome Lot, the Supplemental
Association shall furnish to such entity within a reasonable time a copy of the financial statement
of the Supplemental Association for the immediately preceding fiscal year. The reasonable
copying costs shall be paid by the person or entity requesting same.
Section 10.04 Contracts, Checks, Notes, etc.. All contracts and agreements entered
into by the Supplemental Association and all checks, drafts and bills of exchange and orders for
the payment of money shall, in the conduct of the ordinary course of business of the
Supplemental Association, unless otherwise directed by the Board of Directors, or unless
otherwise required by law, be signed by the President or in his absence the Treasurer. Any one
of the documents heretofore mentioned in this section for use outside the ordinary course of
business of the Supplemental Association or any notes or bonds of the Supplemental Association
shall be executed by and require the signature of the President and Secretary.
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ARTICLE XI
Amendment to Bylaws
Section 11.01 Amendment to Bylaws. Subject to any contrary, overriding or
superseding provisions set forth herein or in the Supplemental Declaration or the Act, these
Bylaws may be amended in the same manner, and subject to the same limitations and
requirements, as amendments to the Supplemental Declaration. Amendments to these Bylaws
shall be considered as amendments of the Supplemental Declaration and shall be recorded in the
Office of the Recorder of Hamilton County, Indiana, as required by the Supplemental
Declaration and the Act. Notwithstanding anything to the contrary contained herein or in the
Supplemental Declaration, there shall be no amendment of the Supplemental Declaration or
these Bylaws prior to the Parcel Applicable Date without the consent and approval of
Supplemental Declarant.
Section 11.02 Amended and Restated Bylaws. An amended and restated Bylaws
containing the original Bylaws and all amendments theretofore made may be executed any time
or from time to time by a majority of the then Board of Directors and shall, upon recording in the
Office of the Recorder of Hamilton County, Indiana, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of the original Bylaws and the various
amendments thereto.
ARTICLE XII
Mortgages
Section 12.01 Notice to Supplemental Association. Any Owner who places a first
mortgage lien upon his Townhome Lot (or the Mortgagee of such Townhome Lot) shall notify
the Secretary of the Supplemental Association thereof and provide the name and address of the
Mortgagee. A record of such Mortgagee and name and address shall be maintained by the
Secretary and any notice required to be given to the Mortgagee pursuant to the terms of the
Supplemental Declaration, these Bylaws or the Act shall be deemed effectively given if mailed
to such Mortgagee at the address shown in such record in the time provided. Unless notification
of any such mortgage and the name and address of Mortgagee are furnished to the Secretary
either by the Owner or the Mortgagee, no notice to any Mortgagee as may be otherwise required
by the Supplemental Declaration, these Bylaws or the Act shall be required and no Mortgagee
shall be entitled to vote on any matter to which he otherwise may be entitled by virtue of the
Supplemental Declaration, these By-Laws, the Act, or proxy granted to such Mortgagee in
connection with the mortgage. The holder, insurer or guarantor of any mortgage on any unit shall
be given timely notice by the Supplemental Association of:
(a) any casualty loss that affects either a material portion of the Property or
the Building of the Townhome Lot securing its mortgage;
(b) any sixty (60) day delinquency in the payment of assessments or charges
owed by the Owner of any Lot on which it holds the mortgage;
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(c) a lapse, cancellation or material modification of any insurance policy or
fidelity bond maintained by the Supplemental Association; and
(d) any proposed action that requires the consent of a specified percentage of
eligible mortgage holders.
Such information shall only be supplied to mortgage holders upon receipt of a written
request therefore specifying the Townhome Lot address on which it holds a mortgage.
Section 12.02 Notice of Unpaid Assessments. The Supplemental Association shall,
upon request of a Mortgagee, a proposed Mortgagee, or a proposed purchaser who has a
contractual right to purchase a Townhome Lot, furnish to such Mortgagee or purchaser a
statement setting forth the amount of the unpaid Parcel General Assessments or Special
Assessments against the subject Townhome Lot, which statement shall be binding upon the
Supplemental Association and the Owners. Any Mortgagee or grantee of the Townhome Lot
shall not be liable for nor shall the Townhome Lot conveyed be subject to a lien for any unpaid
assessments in excess of the amount set forth in such statement or as such assessments may be
adjusted upon adoption of the final annual budget, as referred to in Section 8.02.
[REMAINDER OF THE PAGE INTENTIONALLY BLANK.]
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IN WITNESS WHEREOF, Supplemental Declarant has executed and adopted the
foregoing Bylaws on the ______ day of _____________________, 20____.
SUPPLEMENTAL DECLARANT
NORTH END LAND DEVELOPMENT, L.L.C.,
a(n) Indiana limited liability corporation
By: ______________________________
Printed: _____________________________
Title: ______________________________
3023427-1 (13772-0002)
03/31/21