HomeMy WebLinkAboutCode of Bylaws DRAFTCODE OF BYLAWS
OF
MELANGE TOWNHOMES
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 of Covenants and Restrictions for
Melange Townhomes (the “Declaration”). The 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 Declaration. The provisions of these Bylaws
shall apply to the Property and the administration and conduct of the affairs of the Development
and the Association.
Section 1.02 Name. The name of the association is “Melange Townhomes
Homeowners Association, Inc.” (hereinafter referred to as the “Association”).
Section 1.03 Registered Office. The principal office of the Association shall be located
at the address set forth in the Articles of Incorporation of the 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 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 Supplemental
Declaration of Covenants and Restrictions for Melange Townhomes recorded in the Office of the
Recorder of Hamilton County, Indiana, on or about _______________ ____, 2021, as Instrument
No. A____________________, and all subsequent supplements or amendments thereto.
Section 2.02 “Association” shall mean and refer to this corporation, which is also
referred to as the “Association” in the Declaration and the “Association” in the Articles of
Incorporation of this Association.
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Section 2.03 Terms as defined and used in the Declaration shall have the same meaning
when used in these By-Laws, and for definition purposes, reference is specifically made to the
Declaration.
ARTICLE III
Membership and Voting Rights
Section 3.01 Membership, Transfer. Reference is hereby made to the Declaration,
which sets forth terms, provisions and conditions governing and relating to membership in the
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 or the partners shall file with the
Secretary of the Association an irrevocable proxy appointing one of such person or partners as the
voting representative for such Townhome Unit, 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 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 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 Association before the appointed time of each meeting of the Owners of
the Association. Cumulative voting shall not be permitted.
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
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business of the Association except on matters where a greater vote is required by the Declaration,
the Articles of Incorporation, the By-Laws or by applicable law.
ARTICLE IV
Meetings of the Association
Section 4.01 Purpose of Meetings. At least annually, and at such other times as may be
necessary, the meetings of the 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 Declaration, these Bylaws or the Act.
Section 4.02 Annual Meetings. The first annual meeting of the Association shall not
be required prior to ninety (90) days following the recording of the 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 Declarant may, at any time after recording, call for the first annual
meeting of the Association, and pursuant to such meeting, the Association shall assume the duties
and responsibilities ascribed to it by the Declaration and these Bylaws. The date the Association
assumes such duties shall be referred to as the “Parcel Applicable Date.” Subsequent regular
annual meetings of the Association shall be held on a date established by the Board pursuant to
notice provided in accordance with these Bylaws which date shall not be more than six (6) months
after the close of each fiscal year of the Association. 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 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 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 Association and shall state the purpose for which the meeting is to be called.
No business 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. Such meetings may be held virtually via teleconference or video conference (such as
Zoom, Skype, or WebEx), so long as all participants may hear the proceedings and be heard.
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 Association to each Owner
entitled to vote at the meeting at least fifteen (15) days but not more than sixty (60) days before
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the date of the meeting. The notice shall be mailed or delivered to the Owners at the address of
the respective Townhome Units [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 Association to each Mortgagee (a)
who requests in writing that such notices be delivered to it, and (b) who has furnished the
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 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
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 Association in the manner and within the time limits set forth
above. Any such notice which is mailed by an officer of the 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 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 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.
(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; provided, however, if approved
by a vote of the majority of Owners representing a quorum and present at such a meeting,
nominations may be accepted from the floor.. Voting for the Board of 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
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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 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 Supplemental Board
of Directors shall act as Chairman of any special meetings of the 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; Supplemental Board Composition. The affairs of the
Development and the Association shall be governed and managed by the Supplemental Board.
Prior to the Parcel Applicable Date, the Supplemental Board shall be composed of three (3)
individuals selected by the 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 Declaration to be, an Owner, excluding a person
appointed by Declarant as provided in Section 5.02. At such time as ninety percent (90%) of the
Lots have been conveyed by 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 Andrew
B. Lahr, Eric Jefferson, and Adam Bain (herein referred to as the “Initial Supplemental Board”),
all of whom have been or shall be appointed by Declarant. Declarant reserves the right to remove
or replace any of such persons as Directors prior to the first annual or special meeting of the
Association. Notwithstanding anything to the contrary contained in, or any other provisions of
these Bylaws or the Declaration or the Act, the Initial Board, subject to the removal and
replacement rights of Declarant, shall hold office until a special meeting of the Association is held
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for the election of Directors, which shall be held not later than (i) four (4) months after ninety
percent (90%) of the Townhome Units have been conveyed by Declarant to other Owners, or (ii)
four (4) years after the first Townhome Unit is conveyed by Declarant to an Owner, whichever is
earlier. 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 Declarant, who shall thereafter be deemed a member of the Initial
Supplemental Board.
Section 5.03 Additional Qualifications. Where an Owner consists of more than one
person or is a partnership, personal representative of an estate, 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 Supplemental Board of
Directors, except that no single Townhome Lot may be represented on the Supplemental 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
Supplemental Board of Directors shall be elected at each annual meeting of the Association. The
Initial Supplemental Board of Directors shall be deemed to be elected as the Supplemental 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 Supplemental 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 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 Supplemental 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
Supplemental Board of Directors: Duties and Powers
Section 6.01 Duties of the Supplemental Board of Directors. The Supplemental Board
of Directors shall provide for the administration of, the maintenance, upkeep and replacement of
the 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 Declaration the Supplemental Board may, on behalf
of the Association, employ a property management agent (the “Managing Agent”) upon such terms
as the Supplemental Board shall find, in its discretion, reasonable and customary. The
Supplemental Board shall be entitled to contract with a Managing Agent that is an affiliate of
Declarant, provided that contract complies with the requirements of Section 6.12. The Managing
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Agent shall assist the Supplemental Board in carrying out its duties, which include, but are not
limited to:
(a) protection, surveillance, maintenance and replacement of the 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 Association,
the Supplemental Board or any Managing Agent may provide any on-site or roving guards,
security service or security system for protection or surveillance;
(b) arranging for removal of garbage and waste, and snow removal from the
Common Areas, as applicable;
(c) landscaping, painting, decorating, furnishing, maintenance and upkeep of
the 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 Declaration;
(e) surfacing, paving and maintaining private streets, parking areas, and
sidewalks to the extent the same are part of the 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
Common Areas, pursuant to the terms and conditions of the 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 Supplemental Board or such other person (which may include the
Managing Agent) to whom the Supplemental Board may delegate such duty and authority;
(i) keeping a current roster of all members of the 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;
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(j) procuring and maintaining for the benefit of the Owners, the Association
and the Supplemental Board the insurance coverage required under the Declaration and
such other insurance coverage as the Supplemental Board, in its sole discretion, may deem
necessary or advisable;
(k) interpreting, applying and enforcing all restrictive covenants, rules and
regulations established by the Declaration, Bylaws or Supplemental 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 Supplemental 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
Declaration, Bylaws and rules and regulations governing the Development (the
“Organizational Documents”) and any other books, records and financial statements of the
Association; the Supplemental 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 Supplemental Board may, in the Supplemental Board’s discretion, also
cause to be prepared and furnished, within a reasonable time, an audited financial statement
for the Association for the immediately preceding fiscal year;
(n) making available to Owners, upon request, for purposes related to the
operation of the Association and not for personal reasons, the roster of members maintained
by the Association;
(o) taking such action or performing such tasks as are, in the Supplemental
Board’s discretion, beneficial to the Owners.
Section 6.02 Powers of the Supplemental Board of Directors. The Supplemental 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 Supplemental Board in
performing its duties;
(b) to purchase, lease or otherwise obtain for the benefit of the Owners or for
the Association to perform its duties, such equipment, materials, labor and services as may
be necessary in the judgment of the Supplemental Board;
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(c) to employ legal counsel, architects, contractors, accountants, and others as
in the judgment of the Supplemental Board may be necessary or desirable in connection
with the business and affairs of the Development and the Association
(d) to employ, designate, discharge and remove such personnel as in the
judgment of the Supplemental Board may be necessary for the maintenance, upkeep, repair,
and replacement of the Common Areas;
(e) to procure and maintain in adequate amounts for the benefit of the Owners
and the Association, such insurance as may be required by the terms of the 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
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
Supplemental Board, in its discretion, deems necessary or advisable; provided, however,
that copies of any such additional rules and regulations so adopted by the Supplemental
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 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 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 Common Areas;
(k) to restore, reconstruct, replace, or repair any Townhome Unit which has
been damaged as set forth in Sections 11 and 12 of the 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 Unit, 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 Unit incurring such excesses;
(l) to approve certain conditionally approved uses for the Commercial Lot as
described the Declaration; and
(m) 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 Declaration or Bylaws.
Section 6.03 Limitation on Supplemental Board Action. After the Parcel Applicable
Date, the authority of the Supplemental Board of Directors to enter into contracts shall be limited
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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 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 Supplemental 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 Association. Without approval of the
Owners, the Supplemental Board, on behalf of the 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
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
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 Association.
Section 6.05 Compensation. None of the Directors shall receive compensation for any
service rendered to the 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 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.
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Section 6.06 Meeting and Action of the Supplemental Board. The Supplemental Board
shall meet each year within forty-five (45) days following the date of the annual meeting of the
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 Supplemental 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 Supplemental 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 Supplemental Board may be called by the President or any two (2)
members of the Supplemental 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 Supplemental 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 Supplemental 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
Supplemental 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 Supplemental 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 Supplemental 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
Supplemental Board.
Section 6.09 Action Taken Without a Meeting. Any action required or permitted to be
taken at any meeting of the Supplemental 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 Supplemental 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 Association shall indemnify and hold harmless and defend each of the Directors
against any and all liability to any person, firm or Association arising out of contracts made by the
Supplemental Board on behalf of the Association, unless any such contract shall have been made
in bad faith or contrary to the provisions of the 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 Association and that in all matters the Supplemental 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
Supplemental Board or out of the aforesaid indemnity in favor of the Directors shall be limited to
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such percentage of the total liability or obligation thereunder as is equal to his Vote. Every contract
made by the Supplemental Board or the Managing Agent on behalf of the Association shall provide
that the Supplemental 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 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 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 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 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 Association employed by the 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 Supplemental
Board of Directors.
Section 6.12 Transactions Involving Affiliates. No contract or other transaction
between the Association and one or more of its Directors, or between the Association and any
Person (including Declarant and/or shareholders or members of 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 Supplemental Board that authorizes or approves the contract or
transaction, or because his or their votes are counted for such purpose if:
(a) the contract or transaction is between the Association and Declarant or any
affiliate of 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
Supplemental Board or a majority thereof or noted in the minutes, and the Supplemental
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
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(d) the contract or transaction is commercially reasonable to the 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 Supplemental 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 Supplemental Board of Directors may require the Managing
Agent, Treasurer and such other officers or employees of the Association as the Supplemental
Board deems necessary to provide surety bonds, indemnifying the 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
Supplemental Board of Directors and any such bond shall specifically include protection for any
insurance proceeds received for any reason by the Supplemental Board. The expense of any such
bonds shall be a Common Expense.
ARTICLE VII
Officers and Their Duties
Section 7.01 Officers of the Association. The principal officers of the Supplemental
Board and the Association shall be the President, Vice President, Secretary, and Treasurer, and
such other officers as the Supplemental Board may from time to time by resolution create, all of
whom shall be elected by the Supplemental Board. The Supplemental 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 Supplemental
Board and the Association shall be elected annually by the Supplemental Board at the initial
meeting of each new Supplemental Board. Upon an affirmative vote of a majority of all members
of the Supplemental Board, any officer may be removed either with or without cause and his
successor elected at any regular meeting of the Supplemental Board or at any special meeting of
the Supplemental Board called for such purpose.
Section 7.03 Term. The officers of the Corporation shall be elected annually by the
Supplemental 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 Supplemental Board and Association. The President shall
preside at all meetings of the Association and of the Supplemental Board, shall have and discharge
all the general powers and duties usually vested in the office of president or chief executive officer
of an association or a stock Association organized under the laws of Indiana, including but not
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limited to the power to appoint committees from among the Owners as he may deem necessary to
assist in the affairs of the Association and to perform such other duties as the Supplemental 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 Supplemental 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 Association and of the Supplemental 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 Supplemental Board. The Secretary shall specifically
see that all notices of the Association or the Supplemental Board are duly given, mailed or
delivered, in accordance with the provisions of these Bylaws.
Section 7.07 Treasurer. The Supplemental 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 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 Association. The
Treasurer shall immediately deposit all funds of the Association coming into his hands in some
reliable bank or other depository to be designated by the Supplemental Board and shall keep such
bank account or accounts in the name of the 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 Association to the extent approved by resolution of the Supplemental Board.
Section 7.08 Assistant Officers. The Supplemental 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 Supplemental Board of Directors
may prescribe.
Section 7.09 Special Appointments. The Supplemental Board may elect such officers
as the affairs of the Association may require, each of whom shall hold office for such period, have
such authority, and perform such duties as the Supplemental Board may, from time to time,
determine.
Section 7.10 Committees. The Supplemental Board may appoint committees to assist
in the administration and affairs of the Association and Supplemental Board.
Section 7.11 Resignation and Removal. Any officer may be removed from office with
or without cause by the Supplemental Board of Directors. Any officer may resign at any time by
giving written notice to the Supplemental 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,
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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
Supplemental 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
Association and prior to the date of the annual meeting of the Association next following the end
of such fiscal year, the Supplemental 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 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 Association, the Supplemental 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 Association for adoption and, if so adopted, shall be the basis for the General Maintenance
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 General Maintenance Assessments and all sums assessed by the Association shall be
established by using generally accepted accounting principles applied on a consistent basis. The
annual budget and the General Maintenance 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 Common Areas, as hereinafter described.
The failure or delay of the Supplemental 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 obligations of the Owners to pay the Common Expenses as herein provided
whenever determined. Whenever, whether before or after the annual meeting of the Association,
there is no annual budget approved by the Owners as herein provided for such current fiscal year,
the Owners shall continue to pay General Maintenance Assessments based upon the last approved
budget or, at the option of the Supplemental Board, based upon no more than one hundred ten
percent (110%) of such last approved budget as a temporary budget.
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Section 8.03 General Maintenance 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 (“General Maintenance Assessments”). In the event the General Maintenance
Assessment for a particular fiscal year is initially based upon a temporary budget, such General
Maintenance 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 General
Maintenance 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 General
Maintenance 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 General Maintenance
Assessment shall be made to the Supplemental Board of Directors or the Managing Agent, as
directed by the Supplemental Board 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 General Maintenance 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 General Maintenance Assessment for a particular fiscal year of the Association was
initially based upon a temporary budget then,
(a) if the General Maintenance Assessment based upon the final annual budget
adopted by the Owners exceeds the amount of the General Maintenance 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 General
Maintenance 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
General Maintenance Assessment as finally determined shall be paid in full by the
remaining payments due in such fiscal year, or
(b) if the General Maintenance Assessment based upon the temporary budget
exceeds the General Maintenance Assessment based upon the final annual budget adopted
by the Owners, such excess shall be credited against the next payment or payments of the
General Maintenance Assessment coming due until the entire amount of such excess has
been so credited;
provided, however, that if an Owner had paid his General Maintenance Assessment either semi-
annually or annually, in advance, then the adjustments set forth under (a) or (b) above shall be
made by a cash payment by, or refund to, the Owner on the first day of the second month following
the determination of the General Maintenance Assessment based upon the annual budget finally
adopted by the Owners.
The General Maintenance Assessment for the current fiscal year of the 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 Association, even
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though the final determination of the amount of such General Maintenance Assessment may not
have been made by that date. The fact that an Owner has paid his General Maintenance Assessment
for the current fiscal year in whole or in part based upon a temporary budget and thereafter, before
the annual budget and General Maintenance Assessment are finally determined, approved and
adjusted as herein provided, sells, conveys or 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 General Maintenance 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 General Maintenance Assessment as finally determined. Any statement of unpaid
assessments furnished by the Association pursuant to Section 8.09 hereof prior to the final
determination and adoption of the annual budget and General Maintenance 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 General Maintenance
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 Supplemental Board) installments of General Maintenance Assessments shall
be due and payable automatically on their respective due dates without any notice from the
Supplemental Board or the Association, and neither the Supplemental Board nor the 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 Bylaws, the Declaration or the Act,
the Supplemental Board of Directors shall have the full right, power and authority to make special
assessments during any fiscal year which, upon resolution of the Supplemental 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 Supplemental
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 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 Association, 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 Association of this State and other
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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 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 Association with another address
then such other address shall be used, and said 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 Association and
may be foreclosed by an action brought in the name of the 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 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 Supplemental 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 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 pay
any assessment or assessments when due to reimburse the Association for all expenses
incurred as a result of such failure to pay, including all expenses incurred by the
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
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shall be subject to all the provisions of this Declaration and to the terms, provisions,
covenants, conditions, and limitations contained in the Declaration, the Bylaws of the
Association and any restrictions or exceptions affecting such interest then in force.
Section 8.06 Reserve for Replacements. The Supplemental 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
Supplemental Board to be sufficient to meet the costs of periodic maintenance, repair, renewal and
replacement of the 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 Supplemental Board shall take into
consideration the expected useful life of such Common Areas, projected increases in the cost of
materials and labor, interest to be earned by such funds, and the advice of Declarant, the Managing
Agent and consultants the Supplemental 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 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 Common Areas and related equipment. The
Supplemental 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 Supplemental 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 Supplemental 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 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.
Section 8.08 General Maintenance 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 Declaration, these Bylaws,
the Act or otherwise, prior to the Parcel Applicable Date the annual budget and all General
Maintenance Assessments and Special Assessments shall be established solely by the Initial
Supplemental Board.
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Payment of the General Maintenance Assessments prior to the Parcel Applicable Date with
respect to each Townhome Lot that has been subjected to the Declaration (including completed
Townhome Lots owned by 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 General Maintenance
Assessment applicable to such Townhome Lot for two (2) months as his initial contribution to the
working capital of the 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 General Maintenance Assessment
due in the month of closing. Thereafter, payment of the General Maintenance Assessment shall
be made on the first day of each calendar month.
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 Declaration is recorded and
expiring with respect to the Townhome Lots owned by Declarant committed by the Declaration
on the first day of the thirty-sixth (36th) calendar month following the month in which the closing
of the sale of the first Townhome Lot occurs; such provision shall also apply to assessments for
Townhome Lots owned by Declarant committed by Supplemental Declaration. Provided, further,
that if the annual expenses of the Association incurred under the assessment procedure exceed the
amount assessed against the other Owners (excluding the Declarant), then the Declarant or its
successor shall pay the excess required during any such thirty-six (36) month period on an annual
basis (the “Declarant’s Shortfall Payments”); provided, however, if in any subsequent fiscal year
funds held by the Association exceed the total of the amount set forth in the annual budget for such
fiscal year plus all reserves established by the Supplemental Board in the manner set forth above,
such excess amounts shall be disbursed to Declarant (or at the option of the Supplemental Board
credited against any Assessments owed by Declarant for any Townhome Lots owned by Declarant)
until Declarant has been fully reimbursed for the Declarant’s Shortfall Payments previously made.
Prior to the Parcel Applicable Date, 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 General Maintenance Assessment paid prior to the Parcel
Applicable Date shall be designated as a reserve fund for maintenance, repair or replacement of
Common Areas that must be repaired and replaced on a periodic basis as provided in Section 8.06.
That portion of the General Maintenance Assessment collected by the Declarant prior to the Parcel
Applicable Date applicable to the replacement reserve shall be held by the Initial Supplemental
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 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 Association prior to
the time of the grant or conveyance without prejudice to the grantee’s right to recover from the
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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 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 Association, including fines and charges
against a particular Townhome Lot. The 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 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 Declaration, the Act, other applicable statutes or otherwise, until the Parcel
Applicable Date, the annual budget and all General Maintenance Assessments and Special
Assessments shall be established by the Initial Supplemental Board without meetings of or
concurrence of the Owners. A power of attorney and proxy coupled with an interest is reserved to
the Declarant and is granted to the 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 General
Maintenance 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
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 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 Declaration, lawn mowing,
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landscaping and other similar maintenance within the Common Areas shall be provided as an
expense of the Association. No Owner shall in any way cut or fertilize lawns, shrubs or other items
of landscaping in the Common Areas or attempt to maintain or replace same in any manner
whatsoever. The 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 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 Association, unless such
loss is covered by the Association's insurance with such policy having a waiver of subrogation
clause. Maintenance, repairs and replacements to the Common Areas or the Townhome Lots shall
be subject to the rules and regulations adopted from time to time by the Supplemental 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 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 Supplemental Board. The authorized
representatives of the Association or Supplemental Board of Directors, or the Managing Agent for
the 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 Common Areas or any parts
thereof, or any equipment, facilities or fixtures affecting or serving other Townhome Lots or any
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, Common Areas, and the Property shall be in addition to those set forth in
the Declaration:
(a) All Townhome Lots shall be used exclusively for residential purposes and
no Townhome Unit may be partitioned or subdivided. A Townhome Lot may not be rented
or leased by its Owner in part or in its entirety without approval the Supplemental Board
of Directors, provided however, that if the Declarant is the Owner of such Townhome Lot,
no approval shall be required. 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, and all leases shall have a minimum term of six (6)
months.
(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 Declaration
or a supplement or amendment to the Declaration, and shown on the plans without consent
of the Supplemental Board of Directors, except Declarant reserves the right to maintain a
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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
Townhome Units, except model Townhome Units 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 Supplemental Board of Directors.
(c) No nuisance shall be permitted and no waste shall be committed in any
Townhome Lot or in the 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 Supplemental Board; provided, however, that notwithstanding the
foregoing, Owners shall be permitted to install a video or television antenna, including a
satellite dish, that has a diameter or a diagonal measurement of thirty-six inches (36”) or
less, on the rear or roof of Owner’s Townhome Unit such that the antenna or dish will not
be visible from the front of the Building, and pursuant to such “reasonable restrictions” on
such use or installation as the Supplemental Board of Directors may impose. “Reasonable
Restrictions” for purposes of this provision means those restrictions that do not
significantly increase the cost of the video or television antenna system, including all
related equipment, or significantly decrease its efficiency or performance, including all of
the following: (i) requirements for application and notice to the Association prior to the
installation; (ii) provision for the maintenance, repair or replacement of roofs or other
Building components; (iii) requirements for installers of a video or television antenna to
indemnify or reimburse the Association or its Members for loss or damage caused by the
installation, maintenance or use of a video or television antenna that has a diameter or
diagonal measurement of 36 inches or less; and (iv) requirements that an antenna or dish
be painted to match the surroundings, unless the painting requirement: (A) imposes an
unreasonably delay; or (B) precludes reception of an acceptable quality signal; or (C)
imposes unreasonable expenses on the Owner, provided that the Association may not
require that connecting cables, mounting materials or accessories be painted if it would
invalidate any manufacturer’s warranty.
(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 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
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.
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(f) The 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
enjoy the 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 Supplemental
Board governing the operation, use and enjoyment of the Townhome Lots and the 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 Supplemental 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 Supplemental Board.
(i) No Owner shall be allowed to plant trees, landscape or do any gardening in
any of the Common Areas, except with express permission from the Supplemental Board.
(j) No Owner or tenant shall be allowed to place or cause to be placed in
Common Areas, any furniture, packages or objects of any kind, without the consent of the
Supplemental Board. The Rules and Regulations adopted by the Supplemental 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 Supplemental Board. All such garbage,
trash and refuse shall be placed in the containers approved by the Supplemental Board and
shall be placed at locations designated by the Supplemental 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 Townhome Units.
(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
Common Areas, except as such areas may be specifically designated by Supplemental
Board for bicycle storage.
(n) No gas or charcoal grills with a grilling surface larger than twenty-seven
inches square (27”x27”) shall be permitted on Townhome Unit 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 Supplemental Board;
provided, however, that limited additional plantings may be permitted as follows: (i) flower
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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 additional
plantings, pots or other landscaping shall substantially interfere with the 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 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 Unit. Notwithstanding
the foregoing, no Owner shall keep in any Townhome Unit or in the 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 Supplemental 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 Supplemental 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 Supplemental
Board, a security deposit in an amount to be determined by the Supplemental Board to
cover any damage that may be caused by such pet to the Common Areas.
(r) No parking shall be permitted in the drive aisles or Common Areas, unless
in designated parking spaces.
(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 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 Supplemental Board.
Section 9.02 Enforcement. The Declarant, the Supplemental 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 Declaration, Bylaws
or any decision of the Association or its Supplemental Board of Directors in a manner different
from the rights of all other Owners. Any Owner who alleges that he is an “Aggrieved Owner”
shall first notify the Supplemental Board of Directors of such Owner’s aggrieved status and request
a special meeting of the Supplemental 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 Supplemental Board
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and the 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
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 Association may, at the Supplemental 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 Association, plus interest thereof
at the rate of eighteen percent (18%) per annum, shall be reimbursed to the Association by such
Owner within thirty (30) days after the work has been completed. The 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 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
Supplemental 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 Supplemental 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 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 Supplemental Board
of Directors or by an interested party who has obtained the prior written consent of the
Supplemental 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 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.
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 Supplemental Board of
Directors, the Supplemental Board of Directors shall have the right to impose a fine of not more
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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 Supplemental Board of Directors, after giving the above-
described notice and opportunity to be heard, may levy a fine against that Owner and the
Townhome Unit 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 Supplemental 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 Supplemental Board of Directors and
any and all expenses incurred by the 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 Association hereunder may be brought in its own name, in the
name of its Supplemental 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 Supplemental Board of
Directors to give sufficient surety or sureties for his future compliance with the covenants,
conditions and restrictions contained in the Declaration, the Bylaws, and the rules and regulations.
Section 9.04 Right of Supplemental Board to Adopt Rules and Regulations. The
Supplemental Board may promulgate such additional rules and regulations regarding the operation
of the Property, including but not limited to the use of the 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 Supplemental Board, and the Supplemental 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 Supplemental 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
Supplemental 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 Declaration and/or Bylaws.
ARTICLE X
Books of Account, Fiscal Year, etc.
Section 10.01 Books of Account. The Association shall keep detailed books of account
showing all expenditures and receipt of administration which shall specify the maintenance and
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repair expenses of the Common Areas any other expenses incurred by or on behalf of the
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
Association and covered by Assessments received by the 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 Declaration, the Articles of
Incorporation, and the By-Laws of the 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 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 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 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 Association shall furnish to
such entity within a reasonable time a copy of the financial statement of the 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 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 Association, unless otherwise
directed by the Supplemental 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 Association or any notes or
bonds of the Association shall be executed by and require the signature of the President and
Secretary.
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 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 Declaration. Amendments to these Bylaws shall be considered as amendments of the
Declaration and shall be recorded in the Office of the Recorder of Hamilton County, Indiana, as
required by the Declaration and the Act. Notwithstanding anything to the contrary contained
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herein or in the Declaration, there shall be no amendment of the Declaration or these Bylaws prior
to the Parcel Applicable Date without the consent and approval of 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 Supplemental 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 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
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 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 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 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 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;
(c) a lapse, cancellation or material modification of any insurance policy or
fidelity bond maintained by the 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 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
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the unpaid General Maintenance Assessments or Special Assessments against the subject
Townhome Lot, which statement shall be binding upon the 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.
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