HomeMy WebLinkAboutBrookstone Park of CarmelA~:PRoVED
ARTICLES OF INCORPORATION Ab!D
OF F~ED
HHOOKSTONE PARK 01; CARMELIND. GECR~ARY GfsTATF
HORilEOWNERS ASSOCIATION, 1NC.
The undersigned incorporator, dcsiring to fol-IN a corporation pursuant to the provisions of
the lndiana Nonprclfit Corporation Act of 1991, ewecutcs the following Articles of Incorporation:
ARTICLE 1
Name
Section 1.01. Name and Tv~e 'l'lie riame of this Corporation shall be BROOKSTONE
PARK 01: CARMELHOMEOWMiKS ASSOCIATION, INC. This Corporation is amutual benefit
corporation. Cettain capitalizcd words used herein shall have the meaning set forth in .Article XI1
below.
Purpuscs altd Powers
Sectin11 2.01. Priniarv Purvoscs. The purposes for which this Corporation is fo~med are to
exercisc all of the powers and privileges and to perform all of tlie duties and obligations of the
Corporation as set fort11 in thc Declaration aid all Supplemental Declarations.
Section 2.02. Mjlional Purposes. In addition, tlie Corporation is formed for the promotion
of the health, safety and welfare of the residents of Brookstone Park of Carmel and othcr nor\-
profitable purposes that are allthorixed by the Act and permitted to be carried on by an ot.ganization
exempt from Federal income taxation under the provisions of Section 528 of the Internal Revenue
Cnde of 1986 (hereinaAer referred to as the "Code") and thc Regulations issued pursuant. thereto, as
arnended.
Section 2.03. Specific Pcwet-S. Subject to any specific written limitations or restrictiolis
imposed by the Act, by the Code, by other law, 01- by the Declaration or the Articles, and solely in
hrtlieratice of but not in addition to the purposes set forth in Section 2.0 1 and 2.02 ofthese Articles.
the Corporation shall have the Following specific powers:
(a) To Manare, ctc. To manage, maintain, repair and replace the con~n~on Area, and
appurtenant casemcnts. improvements and other property of every kind and nature
whatsoever, real, personal or mixed, locatcd upon the Conitnnn At-ea or used or heltl for use
in conncction with the business or operation of the Corporation for thc benefit and use of the
menibcrs of thc Corporation. subject to such restraints or suspensions ofusc and voting rights
of nlenibers as are provided herein, in t.he By-laws and in the Declaration.
(b) make Assessmem. To fix, levy and collect. Assessments and to enforce
payment thereof by all lawfill means.
(c) To Prornul~ate Rules. To promulgate such rules and regulations and perform
such deeds as are deemed necessary to achieve the aforesaid purposes.
(d) To Insure To secure froni insurers licensed and approved in the State oflndiana,
appropriate firdproperty damage coverage, comprehensive general liability coverage and such
other forms of insurance as may be deemcd necessary or appropriate.
(c) To Secure Sea. To secure professional managerial sewices by employing a
professional manager, contracting with a professional managemerlt service or entity, or
otherwise, which services may include administrative, managerial, bookkeeping, legal,
architectural, engineering, maintenance, repair, construction and other services.
(f) To Acouil-e and Dispose of Pro~erty. To acquire by give, purchase or other
means, to own, hold, ensoy, lease, operate, maintain, convey, sell, transfer, mortgage or
otherwise encumber or dedicate for public usc, real or personal property in connection wit11
thc business of the Corporation subject to the provisions of the Declaration.
(g) To Borrow. To horrow money and, subject to the provisions ofthe Declaration,
to give, as security therefor, a mortgage or other security intercst in any or all real or personal
property owned by thc Corporation, or a pledge of monies to be rcceived pursuant to the
provisions ofthe t)cclaration or any Supplemental Declaration. and to assign and pledge its
right to makc Assessments and its rights to claim a lien therefor.
(h) wpoint a Fiscal Am. 7'0 appoint any Person as its fiscal agent to collect
all Assessments and charges levied by the Corporation and to cnforce the Corporation's liens
for unpaid Assessnlents and charges 01- any other lien held by the Corporation.
(i) 'So Make Coms. To enter into, perform, cancel and rescind all kinds of
contractual obligations, including theguarantee of the obligations and performance ofothers.
(j) To Act With Others. To perforni any act which the Corporation acting alone has
the power and capacity to perform by acting as a partner or otherwise in association with any
Person or Persons: whether legally constituted or informally organized.
(k) To. To pay all Operating Expenses, including all licenses, taxes or
governmental charges lcvied or imposed against the propcrty.
(I) To Merge. To pat-ticipate in mergers and consolidations with other nonprofit
corporations organized for the same purpose or annex additional real estate as provided in
the Declaration.
(m) =Otherwise A4. To have and to exercise any and all power%, rights and
privileges which a corporation organized under the Act may now or hereafter have or
exercise.
Section 2.04. 1.irnitations Uoon Powers.
(a) Earnirlus. No member of the Corporation shall have or receive any earnings from
thecorporatien, except a member who is an cmployee of the Corporation, in wluch event he
may receivc fair and reasonable compensation for his services as an employee; and a member
may also receivc payments ofprincipal and interest at a rate not exceeding that from time to
titne permitted by the Ac.t on funds loaned or advanced by him to the Corporation.
(b) Loans to Directors. The Corporation shall make no advancements for services
to be performed in the future, nor any loan of money or property to any director or oficer of
the Corporation.
(c) Dissolution. In the event of dissolution of the Corporation, all assets remaining
atler paymcnt of all debts ofthe Corporation, including advanccs and loans ofrnernbers ofthe
Corporation, and, if so authorized by thc Board ofl>irectors, distribution to mcrnbers ofthe
Corporati011 of such amounts as tnay be authorized by the Act. shall bc dedicated by the
Board of Directors to an appropriate public agency to be used for purposes similar to those
for which this Corporation was organized. In the event such dedication is refused acceptance,
such assets shall be transferred by the Board of Directors to the State of Indiana or any
instrumentality or subdivision thereof exclusively for public purposes, or to any nonprofit
corporation whose purposes aresubstantially the same as those ofthe Corporationand which,
at the tirne of transfer, is excmpt from Federal taxation under Sections 50 L(c)(3), 50l(c)(4)
or 528 of the Code or the corresponding provisions of any hture United States Internal
Revenue Law. Any such assets not so dedicated or transferred by the Board of Directors
shall be disposed of in accordance with the Act. No member, director or officer of the
Corporation, or any private individual, shall he entitled to share in the distribution of arly of
the assets ofthe Corporation on dissolution ofthe Corporation, except as otherwise provided
in these Articles or in the Act.
(d) wited Activitic>.
(i) No part of the net earnings of the Corporation shall inure to the benefit of
any mcmber. director or ofticer of the Corporation, or to any private individual;
(ii) No substantial part of the activities of thc Corporation shall be devoted
to attempting to influence legislation by propaganda or otherwise within the meaning
of the prospective provisions of the Code;
(iii) The Corporation shall not directly or indirectly participatein, or intervene
in (including the publishing or distributing of statements) any political campaign on
behalf of, or in opposition to, any candidate for public office;
(iv) Notwithstanding any other provision of these hticles, the Corporation
shall not conduct or cwry on any activities not permitted to be conducted or carried
on by any organization exempt from Federal taxation under Section 528 of the Code
and llegulations issued pursuant thereto, as amended, or the corresponding provisions
of any luture United States internal revenue law, if the effect thereof is to subject the
gross income of the Corporation to federal income taxation at rates established for
corporations engaged in business for profit unless the purposes ofthe Corporation set
forth in Section 2.01 of these Articles cannot otherwise be achieved.
ARTICLE 111
Period of k:xistence
Sectio~~ 3.01 modpf Existence. The period during which the corporation shall continue
is perpetual.
Registered Agent and Registered Office
Section 4.01 mered Aaent. The name anti address of the Registered Agent in charge
ofthe Corporation's PI-incipal office is Michael J. Klein, 90 Executive Drive, Car~nel, Indiana 46032.
Sectio~~ 4.02 U13tered Office. The post office address of the registered ofice of the
Corporation is 90 Executivc Drive, Carmel, Indiana 46032.
ARTICLE V
Section 5.01. Classes of Membersb. The Corporation shall have two (2) classes of
members of follows:
(a) Class A. eve^ Person, other than Declarant, who is an Owner shall be a Class
A member of the Corpol-ation. Class A membership shall be appurtenant to and may not he
separated from the ownership of a Lot.
(b) mu. The Dcclarant shall be a Class B member. No other Person, except a
successor to substantially all of the interest of the Declarant in the Development Area, shall
hold a Class B rnembership in the Corporation
Section 5.02. Voting Riehts
(a) Class A Mcmbers Each Lot shall have appurtenant thereto one (I) vote which
may be cast by theowners thereofwho are present in Person or proxy pursuant to the voting
proccdures established in the By-Laws.
(b) Class B Mernbers. The Class B member, ifpresent, in Person or by proxy, shall
be entitled to five (5) votcs for each Lot owned by the Class B member.
(c) Castins of Vote_s. Membel-s who are not natural pcrsons shall designate by
written noticeto the SecretaryoftheCorporation thenarne ofan individual who is a~lthorized
to exercise the sight of such Member to vote The name rrf such individual shall he kept 011
the records ofthe C:orporation and may be changed o~ily by written notice to the Secretary.
(d) Tabulation of Votes. In any matter upon which avotcofthe Members is rcquircd
or allowed, the votes of Class A members and thc Class B member shall be totaled and
considered as ttio~~gh there were a single class of membership.
Sectinn 5.03. xermination of Memhe~sk
(a) Class A Members. Membership in the Corporation shall lapse and terminate when
a Class A rnember ccases to be an Owner.
(b) Class B Membcr The Class H ~liembcrship shall cease and bc converted to Class
A ~nembcrship on thc happening of eithcr ol'the following evcnts, whichever occurs earlier:
(i) written resignation of the Class R member; or
(ii) December 3 1,201 0; or
(iii) the date Declarant no longer owns any lots.
Scctinn 5.04. Suspension ~[Metnbershio RidiB. No Class A or Class B member may be
cxpellcd from membership in the Corporation for any reason. The Board of Directors shall have the
right to suspend the voting sights of a Class A member for a period during which any hsessrnent or
charge owed by the Member rcniains unpaid in excess of thirty (30) days.
Sectinn 5.05. ms of Mernbers. All meetings ofthe Mcmbcss shall be held at such place
within the State of Indiana as may be designated by tlieBoard ofDirectoss pursuant to theprovisions
of the By-Laws. Notice of meetings need not be givcn to Associatc Members if notice thereof is
given to the Members appointing such Associate Members
Sectior~ 5.06. No Preferences. etq. There shall be no other preferences, limitations, or
restrictions with respect to the relative rights of the Members.
ARTICLE VI
Section 6.01. Number of Directors The initial Board of Directors of the Corporation shall
consist of no fewer than three (3) Membcrs nor more than five (5) members. The number of
Directors of the Corporation shall he specified from time to time in the By-T,aws, but the minimum
number shall he thrce (3) and the maximum numher shall be five (5).
Section 6.02. Names and Post Ofice Addresses. The names and post oftice addresses ofthe
initial members of the Board of Directors are as follows.
Michael J. Klein
90 Executive Drive
Carmel, Indiana 46032
Duke Haley
90 Exccutive Drive
Carnlcl. Indiana 46032
Bruce I'agan
90 Exe~~ltivc Drive
Carmel, Indiana 46032
ARTICLE V11
Incorporator
Section 7.01. Name and Address oflncornorator. The name and post oflice address of the
incorporator is Brookstone Park of Carmel, LLC, 90 Executive Dr., Carmel, Indiana 46082.
Stnterr~rnt with Respect to Property
Section 8.01. Pronertv of Cornoratiot~. The Corporation, upon its incorporation, has no
property of value.
ARTICLE IX
Provision for Itegulation and Conduct of the AITairs of the Corporation
Section 9.01. Manaeement ofcorooration. The affairs ofthe Corporation shall be managed
by the Board of Directors.
Section 9.02. Code of Bv-Laws. The Board of Directors of the Corporation shall have the
powcr, without the assent of thc Members, to make, alter, amend, or repeal the By-Laws.
Scction 9.03. 0fficc1-s. The officers of the Corporation shall consist ofa President, one or
mol-e Vice Presidents, a Secretary, a Treasurer, and such other officers as may be prescribed by the
By-Laws or prescribed by resolution of the Board of Directors in the manner specified in the By-
Laws. The ofices of President and Secretary shall not he occupied by the same Person.
Section 9.04. Initial Board. The Initial Board of l>irectors, named in Section 6.02 hereof,
shall serve as the Board of Directors of the Corporation until the Applicable Date and. in the event
of any vacancy or vacancies occurring in the Initial Board for any reason or cause whatsoever prior
to the Applicable Ilate, every such vacancy sl~all be fillcd by an individual appointed by Declarant.
Any such individual appointed by Dcclarant shall thereafter be deemed a mcmber ofthe Initial Board.
If the Initial Board of Directors natned in Scction 6.02 hcreof consists of fewer menibers than the
tnaximum number ol'rnembers speciticd hereunder then, at any time prior to the Applicable Date, the
Dcclarant may, in its sole discretion, appoint an additional member, or additional members, so long
as the number of nlenlhers conlprisiny the Board of Directors is always less than or equal to the
maximum number of merrthers permitted hereunder. Any additional members appointed by the
Declarant shall thereattcr be dee~ncd to he a mcmber of the Initial Board of Directors.
Section 9.05. Term of Oflice of Directors and 0%~~. Each officer and director shall hold
his office for the term specified in thc By-Laws, but no term shall end until a successor is elected and
qualified for the oftice 10 be vacated
Section 9.06. Kernoval ofMember ofthe Board ofDirectors. After the Applicable Date, any
member ofthe Board of Dircctors may be removed or replaced, with or without cause, at a meeting
of the Members called fol- such purpose by the affirmative vote of three-filths (315) of all the votes
allocated to hlcrnbers Prior to thc ApplicablcDate, any Director may be removed by Declarant with
or without cause.
Section 9.07. .4n1end111ent of Articles of Incorporation. The Co~yoration rescrves the right
amcnd, altcr, change or repeal any provisions contained in thc Articles 01. any amendment hereto.
any manner now or hcreafter prescribed or permitted by thc Act or any amendment tbereto;
provided, liowcver, that any such arnendmcnt shall require a two-thirds (V3) vote ofthe Lot Owners.
P~.ovided. I'urther, that such power of an~endment does not authorize any amendment that would
permit any part of the net. earnings of the Corporation to inure to the benefit of any private indivitlual.
that would modify the provisions of Section 2.04 if such modification would have the effect of
disqualifying this Corporation as an organization exempt from Federal income taxation under the
provisions of Section 528 of the Code, as amended, or such equivalent provision as may hereafter
exist from time to time, or that would be in conflict with the provisions c~f the Declaration or any
Supplemeiltal Declaration.
Section 9.08 Non-Liability No member or Director of the Association shall be liable for
any of the Associations obligations.
Section 9.09. Consent Resolutions. Any action required or permitted to be taken at any
meeting ofthe mcmbers or ofthe Board ofDirectors may be taken without a meeting if, prior to such
action a written consent to such action is signed by all members or all Dircctors, as the case may be,
and such written consent is filed with the minutes ofthe proceedings of the members or of the Board.
Section 9.10. Liabilitv to the Corooration. No person shall be liable to the Corporation for
any loss or damage suffered by the Corporation on account of any action taken or omitted to be taken -
by such person in good faith as a Director, officcr, employee or agent of the Corporation if such
person (i) exercised or used the same degrec of care as an ordinary prudent person in a like position
would usc under similar circumstances; or (ii) took or omitted to take such action in reliance upon
information, opinions, reports or statements, including financial statements and other financial data,
in each case, prepared or presented by any otficer, employee or committee oftheBoard of Directors
ofthe Corporation, or legal counsel, public accountants or other professional persons engaged by the
Corporation, but such person shall not be considered to be acting in good faith if such person has
actual knowledge concerning the matter in questions that would cause such reliance to be
unwarranted; or (iii) has not breached or failed to perform the duties of their position or ofice in
compliance with the Act, Articles of the Corporation and By-Laws of the Corporation in a manner
constituting willk~l nlisconduct or recklessness.
Section 9.1 1. Indc~nnification~ Thc Corporation shall indemnify any Director or officer or
former Director of officer of thc Corporation, or any person who may have served at its request as
a director or officer of another corporation, against expenses (including attorney's fees), judgment,
fines, and amounts paid in settlement actually and reasonably incurred by the person in connection
with the defense of any action, suit, or proceeding, whether civil, administrative, or investigative, in
which he was, is made, or is tlireatcned to be made a party by reason of being or having been a
Director or officer or former Director or oficer of the Corporation, or serving or having served at
its request as a director or officer of another corporation, except in relation to matters as to which
the person's acts or omissions are adjudged in the action, suit, or proceedi~ig to be a breach of the
person's duty to the Corporation. Such duty to the Corporation shall be to discharge the duties of
the officc in a manner that does not constitute willfill misconduct or recklessness in thc exercise of
good faith and reasonable beliefthat the action or actions were in or not opposed to the best interest
ofthe Corporation The termination of any astion, suit, or proceeding by adverse judgment, order,
or settlement (whether with or without court approval) shall not, alone, crcate a presulnptioa that the
Director or officer or former Director or officer of the Corporation, 01- any person who may have
served at its request as a director or oficer of another corporation, did not properly discharge his
duty to the Corporation if several claims, issues, or matters are involved, a Director of officer of
former Director or officer of the Corporatiotq or any person who may have served at its request as
a director or officer of another corporation, may be entitled to indemnification concerning some
matterseven though indemnification may or can not be given concerning other matters Any Director
or officer serving in any capacity for another corporation, who were it not for the influence or vote
of the Corporation would not be so serving, shall be deemed to bc serving at the request of the
Corporation. In addition:
(a) To the extent that an individual has been successhl on the iner-its or otherwise in the
defense of any action, suit, or proceeding referred to in this Section 9.11, or in the defense
of any claim. issue or matter therein, the individual shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred in connection therewith.
(b) Any indemnitication, against underlying liability, provided for in this Scction 9.1 1 (unlcss
ordered by a court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemttification of any Director or oficer or former Director or
officer of the Corporatiotl, or any person who may have served at its request as a director or
officer of another corporation, is prr~per in the circuinstanccs because thc person has met the
applicable standard of conduct set forth in Section 9.10 Sucli determination shall be made
(a) by the Board of Directors by a majority vote of a qrloruni consisting of directors not at
the time palties to the pr-oceeding; (b) if such an independent quorum is not obtainable, by
majority vote of a comrnittee duly designated by the full noard of Directors (in which
designation directors who are parties may parlicipate), cot~sisling solely of two (2) or morc
directors not at the time parties to the proceeding; (c) by special lcgal counsel (I) selected by
the independent quorum of the Hoard of Directors (or the independent committee thereof if
no such quorum can be obtained), or (2) if no such independent quorum or committee thereof
can be obtained, selected by majority vote of the full Board ofnirectors (in which selection
directors who arc parties may participate); or (d) by tlie Members, who are not directors who
are at the time partics to the procceding. Notwithstanding the foregoing, any Dircctor or
oficer or former Director or otficer of tlie Corporation. or any pcrson who may have served
at its request as a director or officer of another corporation, shall be able to contest any
determination that he or she has not met the applicable standard of conduct., by petitioning
a court of appropriate jurisdiction
(c) Expenses incurred in defending any action, suit, or proceeding, whether civil,
administrative, or investigative, may he paid by the Corporation in advance of the final
disposition of such action, suit, or proceeding upon receipt of a written undertaking by or on
behalf of any Director or officer or former Director or officer of the <:orporation, or any
person who may have served at its request as a director or officer of another corporation, to
repay the anlount paid by the Corporation if it shall ultimately be dcterniitied that he or she
is riot entitled to indemnitication as provided in the Articles of Incorporation. No advance
shall be given if the Corporation has conipleted the determination of conduct procedure as
provided for in Section 9.1 I (b) and it is determined that the individual will be precluded from
indemnification.
(d) The indemnification provided by this Section 9.1 1 shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any By-Laws,
agreement, vote ofmembers or disinterested Directors, as a matter of law, or otherwise, both
as to actions in thc otficer's or directots official capacity and as to actions in another capacity
while holding such office, and shall continue as to a person who has ceased to be a director
or officer and shall inure to thc bcnefit of the heirs, executors and administrators of such a
person.
(e) l'hc indemnification and advancement of expcnses provided by, or granted pursuant to
the Articles of Incorporation shall vest at the time of occurrence or performance of any event,
act or omission giving I-ise to any action, suit or proceeding ofthe nature refcrrcd to in these
Articles and, once vested, shall not later be impaired as a result of any amendment, repeal,
alteration or other modification of any or all of these provisions.
Section 9.12. Qn.flic!inp Provisions. Any further provisions consistent with the Articles of
Incorporation and the laws 01' this state, for the regulation and conduct of the affairs of the
Corporation, and creating, defining, limiting or regulating the powers of this Corporation, of the
Directors or of the mcmbers, may from time to time prescribed by the By-l,aws of the Corporation.
If there is any conflict between thesc Articles and the Declaration, the Declaration shall control. If
there is a conflict betwee11 the By-Laws and thc Declaration, the Declaratic~n shall control. If there
is any conflict betwcen these Articles and the By-Laws, these Articles shall control.
ARTICLE X
Distrih~~tio~~ of Assets on Dissolotion or Final Liquidt~tion
The Corporation may be dissolved with the assent given in writing and signed by not less than
two-thirds (V3) of each class of members Upon dissolution or liquidation ofthe Corporation, other
than incident to a merger or consolidation, the assets of the Corporation shall be dedicatcd to an
appropriate public agcncy to be used for purposes similar to those for which this Corporation was
created. In thc event that such dedication is refused acceptance, such assets shall be granted,
conveyed and assigned to any non-profit corporation, Corporation, trust or other organization to be
devoted to such similar purposes.
ARTICLE XI
HlJDfVA Approval
Annexation of additional properties (othcr than the "Additional Real EstateXspecified in the
Declaration), mergers and consolidations, nlortgaging of Common Areas, ant1 dissolution and
amendment of thcse Articles requires prior approval of HUDJVA, so long as there is a Class B
membership.
ARTICLE XI1
Section 11.01. m. The following terms, as used in these Articles, and in the By-I.aws,
unless the context clearly requires otherwise, shall mean the following:
(a) "Act" means 'The lndiana Cieneral Nonprofit Corporation Act of 1991, as
amended from time to time.
(b) "Applicable Date" means thc date the Class B membership terminates as specified
in Section S.O3(b) of these Articles.
(c) "Articles" means the Articles of Tncorporation of the Corporatioll, as atncnded
frotn time to time.
(d) "Assessmcnt" means all sums IawhUy assessed against thc Members by the
Corporation or as declared by the Dcclaration, any Supple~nentary Dcclaration, the Articles
or the By-Laws.
(c) "Board of Directors" means the governing body of the corpora ti or^
(f) "By-Laws'' means the Code ofRy-Laws ofthe Corporation, as amcndcd from time
to time.
(g) "Corporation" meansBrookstonePark ofCarnlel Homeowners Association, hc.,
an Indiana nonprofit corporat.ion.
(h) "L)ecla~.ation" means the Declaration of Covenants, Conditions and Restrictions
ofBrookstonePark ofCarmcl, which was recorded in the ofice of the Recorder ofHamilton
County.
(i) "Developn~ent Area" means the "Property" as that term is defined in the
Dcclaration.
(i) "Declarant" nlcans Brookstone Park of Carmel, LLC, an Indiana limited liability
company, its successors and assigns to its interest in the Development Area other than
Owners purchasing Lots or Residences by deed from Declarant (unless the conveyance
indicates an intcnt that the grantee assume the rights and obligations of Dcclarant)
(k) "Initial Board" means those individuals appointed by Declarant as Directors
pursuant to the power granted to Declarant in Section 9.04 of thcse Articles.
(I) "I.ot" means a platted lot as shown on a Plat
(m) "Member" means a Class A or Class I3 member of the Corporation and
"Members" means Class A and Class B members of the Corporation.
(n) "Operating Expenses" means expenses of administration of thc Corporation and
expenses for theupkecp. maintenance, repair and replacement ofthe Conltnon Area and other
Property.
(0) "Owner" means a Pel-son, including Declarant, who at the time has or is acquiring
any interest in a Lot except a Person who has or is acquiring such an interest merely as
security for the performance of an obligation.
(p) "Person" means an individual, firm, corporation, partnership, association, joint
venture. trust or othcr legal entity, or any combination thereof.
(q) "Plat" rneans a plat of a part or all oftheDevelopment Area recorded in thc Ofice
of the Rccorder of Hamilton County, Indiana.
(r) "Residence" means any structure intended exclusively for occupancy by a single
fwnily together with all appurtenances thereto, including private garage and outbuildings and
recreational facilities usual and incidc~~tal to the use of a single family residential lot.
Residence is also refcrred to in the Declaration as Ilwelling Unit.
(s) "Supplenicntal Declaratic)nU means any supplemental declaration of covenants,
conditions or restrictions that may be recorded afler the Declaration.
Section 11.02. Other Terms. Any capitalized word uscd herein or in the By-Laws and not
otherwise defined above in Section 1 1 .O1 shall, unless the corltext required otherwise, have the
meaning sct forth in Article 11 of the Declaration.
l'heundersigned, being the sole Incorporator designated in Article 7, does hereby adopt these
Articles of Incorporation, representing by his execution hereof to the Secretary of State of the State
of Indiana and all persons whom it may concern that a mcrnbership list of the Corporation for which
a Certificate of Incorporation is licreby applied for has heretofore been opened in accordance with
the Act and that at lcast one (I) person has signed such membcrship list.
IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporalion and
verifies, subject to penalties nf perjury, that the facts c ained herein are true, to the best of his
knoulrdg, information and belief, this @day of& , 1999.
BROOKSTONE 1;AR OF CARRjEL, LLC.
Prepared by:
James J. Nelson
NELSON & FRANKENllliRGER
3021 East 98th Street, Suite 220
Indianapolis, Indiana 46280
(3 1 7) 844-0 106
BY-LAWS OF
HROOKSTONE PARK OF CARMEL
HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
GENERAL
Section 1. The name of the corporation is BROOKSTONE PARK OF CARMEL
HOMEOWNERS ASSOCIATION, INC. (hercinafler referred to as the "Association").
Section_?. The principal ofice of the Association shall be located at 90 Executive Dr.,
Carmel, IN 46032. until and unless changed in accordance with law by the Board of Directors.
Section 3, The fiscal year of the Association shall begin on the first day of January and end
on the 3 I st day of December of evcry year, except that the first fiscal year shall begin on the date of
incorporatiori.
ARTICLE I1
DEFINITIONS
Section L. "Declarant" shall mean SCM Development, LLC, and any successors and assips
of it whom it designates in one 01. more written recorded instrulnents to have the rights of Developer
under the Declaration, including, without limitation, any mortgagee acq~liring title to any portion of
the Property (as such term is defined in the Declaration) pursuant to the exercise ofrights under, or
foreclosure of, a mortyase executed by Developer.
Section 2. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions
and Restrictions of Hrookstone Park of Carmel I lomeowner's Association, lne., which was recorded
in the Office of the Recorder of Hamilton County.
Scction 3. "Assc~ciation" shall mean and refer to this corporatio~i, which is also referred to
as the "Association" in the Declaration and the "Corporation" in the Articles oflncorporation ofthis
the Association.
Section 4 "Applicable Date" shall mean and refer to the date the Cla~s B membership
terminates as specified in Section 5.03(b) of the Articles of Incorporation of this Association.
Section 5. All of the terms as defined and used in the Declaration shall have the same
meanings in these By-Laws and reference is specifically made to Article 11 of the Declaration
containing definitions of terms. ,
ARTICLE 111
MEMBmSHIP AND VOTING RIGHTS
Section I. Jvlembership. Transfer, Voting Rights. Reference is hereby made to ArticlelV of
the Declaration and Article V of the Articles oflncorporation which sets forth terms, provisions and
conditions governing and relating to membership in the Association, transfer of membership and
voting rights of classes of Members, all of which ternis, provisions and conditions are incorporated
herein by reference.
Section 2. Ouorum. Written notice ofany meeting called forthc purposeoftaking any action
authorized under this Article shall be sent to all Members not less than thirty (30) days nor morc than
sixty (60) days in advance of the meeting. At the first such meeting called, the presence ofMe~nbers
or of proxies entitled to cast sixty percent (60%) of the total number of votes entitled to be cast
(Class A and Class B votes combined) shall constitute a quorum. If the required quorum is not
prcsent, another meeting may bc called subject to the same notice requirement, and the required
quorum at the subsequent meeting shall be one-half (5) of the requircd quorum at the preceding
meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding
meeting.
Section 3. mi%. 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 Members of the
Association. Cumulative voting shall not be permitted.
Section 4. Majo~ity Required. A majority of the votes of Members present (in person or by
proxy) at a meetiny at which a quorum is present shall be sufficient for the transaction of aU business
ofthe Association except on matters where agreater voteis required by the Declaration, the Articles
of Incorporation, the By-Laws or by statute.
Section 5. Meetinas. Meetings of the Members cf the Association shall be in accordance
with the following provisions:
A. Place. Meetings of the Members shall be held at such place in the county in which the
Property is located, as may be designated by the Board of Directors of the Association.
B. Annual Mcetinas. The first annual meeting of the Members shall be held during the year
afler the close of the first fiscal year of the Association, the exact date to be decided by the
Board of Directors. At such first annual meeting of the Members, the Members may
designate a regular day or date for succcssive annual meetings. [f the Members fail to
designate such a regular day or date, the Board of Directors may continue to designate the
day or date of the next annual meeting until such a designation is made by the Members. If
any designated day or date falls upon a legal holiday, the actual date of the meeting shall be
the next business day succeeding such designated day or date.
C. Special Meetings. Special meetingsoftheMembers shall be callcd by the President ofthe
Association, by resolution of the Board of Directors of the Association or upon a written
petition signed by Members ofthe Association who are entitled to vote sixty percent (60%)
of all votes of the mcrnbership. Notice of any special ~neetingshall state the time and place
of such mccting and the purpose thereoE No business shall be transacted at a special meeting
except as statcd in the notice.
D, potice of Meetinm. Written notice of any meeting called for the purpose of taking any
action authorized under this Article sllall be sent to all members not less than thirty (30) days
nor more than sixty (60) days in advance orthe meeting. At the first such meeting called, the
presence of Members or ofproxies entitled tocast sixty percent (60%) of all the votesofcach
class of the membership shall constitute a quorum. If the required quorum is not present,
another meeting may be called subject to the same notice requirement, and the required
quorum at the subsequent meeting shall bc one-half (%) of the required quorum at the
prcceding mccting. No such subsequent meeting shall be held more than sixty (60) days
following the preceding meeting.
E. Qrder of Business. The order of business at all mcctings of the mcmbers shall, to the
extent applicable, be as follows:
I. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports ofoficers.
5. Reports of committees.
6. Election of directon.
7. Unfinished business.
8. New business.
F. Voting bv Co-Ownerand Entities. The vote appurtenant to any Lot in which more that1
one person owns an interest may be exercised by any of such persons present at any meeting,
unless ihe Association is advised (by objection or protest at the meeting or written notice
prior thereto) by any other person owning an intel-est in such Lot that the Owners of the Lot
are unable to agree upon the manner in which thc vote appurtenant to such Lot shall be cast
at such meeting or on any particular question to come bcfore such meeting. In such event,
the vote appurtenant to the Lot shall not be counted at the meeting or on the particular
question noted, as the case may be. In the event any [Lot is owned by a corporation, then the
vote appurtenant to silch Lot shall be cast by a person designated in a certified signed by tlie
president or any vice president of such corporation and attested by the secretary or an
assistant secretary of such corporation and filed with the Secretary of the Association prior
to the meeting. The vote appurtenant to any Lot owned by a trust or partnership may he
exercised by any trustee or partner thereof. as the case may be, and unless any objection or
protest by any other such trustee or partner is noted at such meeting or in writing prior
thereto, tlie Chairman ofsuch meeting shall have no duty to inquire as to the authority of the
person casting such vote or votes.
G. Susoension of Vot~n&&s. No Class A Member shown on the books or management
accounts of the Association to be more than sixty (60) days delinquent in any payment due
to the Association shall be eligible to vote, either in person or by proxy, or to be elected to
the Board of Directors
NOMINA1'1ON AND ELECT'ION OF DIRECTORS
Section 1. Noniination Thc Initial Board ofDirectors, named in Secticin 6.02 ofthe Articles
of Incorporation of this Association, shall serve as tlie Board of Directors of the Corporation until
the Applicable Datc and, it] the event of any vacancy or vacancies occurring in the Initial Board for
any reason or cause wllalsoever prior to tlie Applicable Date, every such vacancy shall bc filled by
an individual appointed by Declarant. Any such iridividual appointed by Declarant shall thereafter be
deemed a member of thc Initial Board. Aftcr tlie Applicable Date, nomination for election to the
Board of Directors shall be made by a Nominating Co~nmittee. Nominations may also be made from
the floor at the annual mccting ol'the members ofthe Association. The Nominating~Committeeshall
consist of a Chairman. who shall be a member of thc Board of Directors, and two (2) or more
members of the Association. The Nominating Committee shall be appointed by the Board of
Directors at each annual meeting of the Menibers and shall serve until the close of the next annual
meeting, and such appaintmcnt shall be announced at each annual meeting. The Nominating
Committee shall make as many nominations to the Board of Directors as it shall in its discretion
determine, hut not less than the number of vacancies that are to bc filled. Such nominations may be
made only from among Members of the Association, or persons dce~ned to be Menibers eligible to
serve as directors thereof or otherwise eligible to serve on the Roard of Directors in accordance with
the Declaration and tlie Articles of lncorporation of the Association.
Section 2. Election Afier the Applicable Date, election to the Board of Directors shall he
by secret written ballot at tlie annual ~nccting of the Members of the Association. At such election
the Membersor their proxies may case, in respect to each vacancy. as many votes as they arc entitled
to exercise under the provisions ofthe Declaration. The persons receiving the largest number of
votes shall be elected Cumulative voting is not permitted.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number and Oualification. Until the Applicable Date, the affairs of the
Association shall he governed by the lnitial Board of Directors and shall consist of not fewer than
three (3) members nor more than five (5) members. After the Applicable Date, the affairs of the
Association shall be governed by a Board of Directors composed of five (5) persons.
Section 2. Additional Qualificatior~s Where an Owner consists of more than one person, or
is a partnership. corporation. trust or other legal entity, then one of the persons constituting the
multiple Owner or partner, ofliccr or trustee, as the case may be, ofthe partnership, corporation, trust
or other entity. Owner shall he eligible to scrve on the Board of Directors of the Association, except
that no Lot may be reprcscntcd on the Board of Directors by more than one person at a time.
Scctioti 3. Initial Board-of Directors. The initial Board of Directors named in the Articles
of Incorporation (the "Initial Board") shall maintain, manage and administer the affairs and the
property of the Association until the Applicable Date.
Section 4. 'I'erm of Office Cicnerally. Such Directors shall hold office until the next annual
meeting of shareholders, or until their srlcccssors al-e elected, or ut~til they are removed or resign.
Section 5. w. The Board of Directors shall have tlie following duties:
A, To cause to be kept a complete record of all its acts and corporate affairs and to present
a statement thereof to thc members at the annual meeting of the members, or at any special
meeting when such statement is requested in writing by members holding twenty-five percent
(25%) of the total votes of thc membership entitled to vote;
B, 1'0 supervise all oficcrs, agents and employees of the Association;
C. To establish the annual assessment period and fix the amount of the annual assessmetil
against each member for each Lot owned, all in accordance with the ternis of the Declaration
and thcse By-Laws;
D To fix tlie amount of any special assessment against each member for each Lot owned,
all in accordance with the terms ofthe Declaration and these By-Laws;
E. To send written notice of each assessment to each Owner in accordance with the
Declaration;
F. To foreclose the Association's lien for assessments against any property for which
assessments are not paid within thirty (30) days after the due date thereof or to bring an
action at law against the Owner or other person personally obligated to pay the same;
G. To issue. or to cause an appropriate oficer to issue, upon demand by any person or entity,
a certificate setting forth whether or riot any assessment has been paid;
H. To procure and maintain the insurance coverages required by the Declaration and such
other insurance coverages as theBoard of Directors, in its sole discretion, deems necessary
or advisable;
1. To cause all ollicers or employees having fiscal responsibilities to be bonded, as it may
deem appropriate, and at lcast as required by the Declaration; and,
J. To cause all of the Corn~non Areas and all easements hcrcunder. but not limited to Lake
Easements, 1,andscape Easements, Drainage t<asements, and Utility Easements to be
maintained to the extent to the Association's responsibilities therefor as provided in the
Declaration.
Section 6. _Vacancies. Until the Applicable Date any vacancy in the Board of Directors shall
he filled by the Declarant. Thereafter, any vacancy in the Board of Directors shall be filled by vote
of the majority of remaining Directors, even though they may constitute less than a quomm. Each
person so elected shall he a director for thc unexpired term of his predecessor, or until his successor
is elected,
Section 7. Co~n_pcnsation. No Director shall receivc compensation for any service he may
rcnder to the Association as such director. However, any Directol- may be reimbursed for his actual
expcnses incurred in the performance of his duties, and any Dircctor may be paid and compensated
for services to the Association in a capacity other than as a director.
Section 8. Removal of Directors. After the Applicable Date, any Director may he removed
w~th or without cause by a majority votc ofthe n~embers ofthe Association. Prior to the Applicable
Date, any Director may be removed, with or without cause hy the Declarant.
Section 9. Recular Meetings. Kcgular meetings of the Board of Directors shall be held at
such regular intervals, without notice, at such place and hour as [nay be determined from time to time
by resolution or the Board of Directors. Should said meeting fall upon a legal holiday, then that
meeting shall be held at the same timc on the next day which is not a legal holiday.
Section 10. Sp~al Meetings. Special meetings ofthe Board of Directors may be called by
the President on thrce (3) days notice to each Director, given personally, by mail, tclcphone or
telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of
the Board of Directors shall be called by the President or Secretary in like manner and on like notice
on the written request of at least two-thirds (213) of the directors.
Section 11. Wavrer of Notice. Before or at any meeting of the Board of Directors, any
Director may. in writing, waive notice of such meeting and such waiver shall be deemed equivalent
ofthe givins of such notice. Attendance by a Dit-ector at any meeting of the Board ofDirectors shall
be deemed a waiver ofnotice by him of the time and place thereof if all the directors arc prcscnt at
any meeting of the board, no notice shall be required and any business rnay be transacted at such
meeting.
Scction 12 Quoturn At all meetings of the Board of Directors, a majority of the Directors
shall constitute a quorum for the transaction of busincss, and the acts of the majority ofthe Directol-s
present at a meeting at which quorum is present shall be the acts ofthe Board of Directors except as
otherwise provided in or required by thc Declaration, Articles of Incorporation, these By-Laws or
statute If, at any meeting ofthe Board of Directors, there shall be less than a Ouorum prcscnt. the .
majority ofthosc present may adjourn the meeting from time to time. At ariy such adjourned meeting,
any business which might have heen transacted at the meeting as originally called may be transacted
without hrther notice,
Section 13. Action Taken Without a Meeting. The Directors shall have the right to take any
action in the abscncc of a meeting which they could take at a meeting by obtaining the written
approval of all the directors. Any action so approved shall have the same effect as though taken at
a meeting of the directors.
OFFICERS AND THEIR DUTIES
Section 1. 'numeration of 09_c~. The officers of thc Association shall be a President, a
Vice-President, a Secretary, and a Treasurer, all ofwhom shall he members of the Board ofDirectors,
and such other officers as the Hoard of Dit-cctors may from timc to time by resolution create.
Section 2. Election of Officers The election of officers shall take place at the first meeting
of the Board of Directors following each annual meeting of the members of the Association
Section 3. m. l'hc officers of the Association shall be elected annually by the Board of
Directors and each shall hold oficc for one (I) year or until his successor is elected and qualified
unless he shall sooner resign. be removed or otherwise disqualified to serve.
Section 4. Suecial Auuointments. The Board of Directors [nay elect such other officers as
the affairs of the Association may require, eacli of whom shall hold ofice for such pel-iod, have such
authority, and perform such duties as the Board of Directors may, from time to time, determine.
Section 5. &igngtion and Removal Any officer may be removed from office with or
without cause by the Board of Directors. Any oficer may resign at any time by giving written notice
to the Board oCDirectors, the President or Secretary. Such resignation shall take effect on the date
of reccipt of such notice or at any time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective
Section 6. Vacancie,~. A vacancy in any office may be filled by appointment by the Board of
Directors. The officer appointed 10 such vacancy shall serve for the remainder of the term of the
oficer he replaces.
Section 7. mwle Ofices. The offices of Secretaly and Treasurer may be held by the same
person. No person sliall simultaneously hold more than one of any of the other officcs except in the
case of special ofices created pursuant to Section 4 of this Article.
Section 8. Duties. The dutics of the officers are as follows:
A. President. 'l'he IJresidcnt shall preside at all meetings of the Board ofDirectors.
Fie shall see that orders arid resolutions ofthe Board are cal-ried out. He shall have the power
to appoint committees from among the melnbcrs of the Association from time to time as he
may in his discretion deem appropriate to assist in conducting the affairs ofthe Association.
The President sliall have and discharge all the general powers and duties us~~ally vested in the
ofice of the president or chief executive officer of an association or a stock corporation
organized under the laws of the State of Indiana.
B. Vice-Presidenf. The Vice-President shall act in the place and stead of the
President in the event of his absence, inability or refilsal to act, and shdl exercise and
discharge such other duties as may be required by him by the Board of Directors or as are
delegated to him by thc PI-esident.
C. Secretary. The Secretary shall record the votes and keep the minutes of all
meetings and proceedings of the Hoard of Directors and of the rnemhers; keep the corporate
seal of the Association (if any is adopted) and affix it on all papers requiring said seal; serve
notice ol'rneetings of the Board of Directors and of the members; keep appropriate current
records showing the members of the Association, together with their addresses, and shall
perform such other duties as required by the Board of Directors.
D. Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts
all monies of the Association and shall disburse such funds as directed by resolution of the
Board ofDirectors; shall sign all chccks and promissory notes oftlie Association, keep proper
books of account; and shall preparc an annual budget and a statement of income and
expenditures to be presented to the membership at its regular annual meeting, and deliver a
copy of each to the members.
ARTICLE VII
COMMITTEES -
The Board oTDirectors shall appoint the committees provided for in the Declaration and the
Nominating Committee referred to in Article IV of these By-Laws. In addition, the Roartl of
Directors or the President may appoint various other committees to carry out the purposes of the
Association. Except as othenvise expressly provided in Articlc IV of tliesc By-Laws with respect to
the Nominating Committee. members of such coniniittees may, but need not, be members ol'the
Board of Directors.
ARTICLE VIII
BOOKS OF ACCOUNT AND FISCAL YEAR
Section I. Books ofAccount. The Association shall keep detailed books ofaccount showing
all expenditures and rcccipt ofadministration which sliall spccify the maintenanceand repair expenses
of the Cornmon Areas and all easements including, but not limited to the LakeEasement, Landscape
Easement, Dl-ainage Eascmcnt and Utility Easement Areas and any other expenses incurred by or on
behalfofthe Association and the mernbers. Such accounts, books, records, financial statemelits, and
other papers of the Association shall be open for inspection by the menibel-s and other persons having
an interest in any Lot, including any Owner, any lender and any holds, insurer or guarantor of the lirst
mortgage on any Lot, during reasonable business hours or under other reasonable circumstances and
shall be auditcd annually by qualified auditors. The cost of such audits shall be a Common Expense.
Any holder, insurer clr guarantor of a first mortgage on a L.ot shall be entitled upon written request
to receive an auditcd financial statement for theimmcdiately prcccding fiscal year free of charge to
thc requesting party arid within a reasonable time orsuch request. Current copies ofthcUcclicration,
the Articles of Incorporation, ant1 tlie Ry-Laws of tlie Association, and other rules concerning the
Property, shall be available fol- inspection by any Owner and lender, and to holders, insurers or
guarantors ol'any first mortgage at the principal office of the Association during normal business
hours or under other reasonable circuinstaiices, where copies of the same and ol'audits may be
purchased at reasonable costs.
Section 2. Fiscal Year. The fiscal year ofthe Association shall commence January 1, and end
the following Decemher 3 1 each year; provided, however, that the fiscal ycar for purposes of
assessments may be different than the general fiscal year of the Association.
ARTICLE 1X
CONTRACTS. LOANS & CHECKS
Section I. Authorization. The Board of Directors may alithorize any officer or officers or
agent or agents ofthe Association to enter into any conlract or execute any instrument on its behalf.
Such authorization may begeneral or confined to specific instances. Except as providcd in theseBy-
Laws, no oficcr, agcnt or enlployee shall have any power to bind the Association or to render it liable
for any purpose or amount unless so authorized by the Board of Directors.
Section 2. Checks. All checks, drafis, or other orders for payment of money by the
Association shall be signed by the President, Secretary, Treasurer or such other person as the Board
of Directors may from time to time designate by resolution.
ARTICLE X
Section I. These By-Laws may be amended, at a regular or special meeting of theMembers
of the Association, by a vote of a majority of a quolum of members present in person or by proxy.
In addition, the Board of Directors of the Association shall have the right and poycr, without the
consent of the Membcrs, to make, alter, amend or repeal these By-I,aws, provided, however. that so
long as there is a Class B membership still in existence, HUDJVA has the right to vcto any such
amendments.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-
Laws, the Articles of Incorporation shall control; and in the case of any conflict between the
Declaration and these By-Laws, the Declaration shall control.
(Attachment to Brookstone Park of Carmel Board of Director's Minutes 12/22/2009)
BROOKSTONE PARK OF CARMEL HOMEOWNERS ASSOCIATION, INC.
MODIFICATION OF ASSOCIATION BY-LA WS
The undersigned, being directors of the Brookstone Park of Carmel Homeowners Association, Inc., and
Indiana non-profit corporation (the "Corporation"), and acting pursuant to Section 23-17-1 5-2 and
Section 23- 1 1 - 17-4 of the Indiana Nonprofit Corporation Act of 199 1, do hereby approve adoption of
the following change to the Association By-Laws.
WHEREAS, pursuant to Article X, Section 1 of the Corporation's By-Laws, the Corporation's
Board of Directors (the "Board") may amend the Corporation's By-Laws by a majority vote of the entire
Board; and
WHEREAS, in order to reduce the expense and improve the efficiency of managing the affairs of
the Corporation, the Board believes that it is in the best interests of the Corporation to amend Article 111,
Section 2 of the Corporation's By-Laws in order to reduce the quorum requirement for any annual or
special meeting of the members of the Corporation.
NOW THEREFORE 'IT IS RESOLVED THAT:
Article 111, Section 2 of the Corporation's By-Laws is deleted in its entirety and replaced with the
following:
"Section 2. Quorum. Written notice of any meeting called for the purpose of taking any action
authorized under this Article shall be sent to all Members not less than thirty (30) days nor more than
sixty (60) days in advance of the meeting. At the first such meeting called the presence of Members or
of proxies entitled to cast thirty percent (30%) of the number of votes entitled to be cast (Class A
and Class B votes combined) shall constitute a quorum. If the requires quorum is not present, another
meeting may be called subject to the same notice requirement, and the required quorum at the
subsequent meeting shall be one-half (%) of the required quorum at the preceding meeting. No such
subsequent meeting shall be held more than sixty (60) days following the preceding meeting."
The forgoing resolution is hereby consented to and approved by a majority of the directors of the
Corporation. The notice and agenda of the 12/22/2009 meeting was provided to all members of the
board in excess of one week before the meeting.
DATED
Name:
Name: Brian Seitz
COVENANTS, CONDITIONS AND R.ESTRICT1Q.U
BROOKSTONE PARK OF CARMEL
7XIS DECL4RATJON, made and entered on this day ofL )ULY 2000, by
BROOKSTOIYE PARK OF CARMEL, [,LC C'Declarant"), someiirna refened to herein as
Developer.
WITNESSETH:
JWEREAS Declarant is the owner of certain real estate, located in Hamilton County,
Indiana, which ismoreparticularly described inExhibit "AN (herder "RealEstate") attached hereto
and by this reference, made a part hereof. upon which Declarant intands to develop ar a residential
subdivision hown as Brooktone Park of Camel.
WKERE:AS, Declarant desires to subdivide and develop the Red Estate as hereinafter
provided;
WHEREAS, the term "Properry" shall hereah mean and refer to the Real &tare.
NOW, V,REFORE, the Declannt hereby declares that all of the Lots (as defined in
Article11 below) in the Property. are subject to the following reatrictiods, all of which are declared
to be in furtherance of a plan of the improvement and sale of the Property and each Lor situated
therein, and are establishedind agreed upon for the purpose ofenhancing and protecting the due.
desirability and attractiveness ofthe Property as a whole and each of the Lots situated therein. The
restrictions shall run with the Property and shall be binding upon the Declaranr, its successors and
assigns, and upon the parties having or acquiring any interest in the Property or any part or parts
thereof subject to these restrictions. The rwtrictions sNl inure to the benefit of theDeclarant and
its respective successors entitled to the Property or My part or parts thereof.
The Owner of any Lots subject to these restrictions, by (i) acceptance of a deed conveying title
thereto, or the execution of a contract for the Purchase thereof, whether from Declarant or a
subsequent Owner of such Lot or (ii) the occupancyof anybt, shall accept such deeh atecutesuch
contract andlor occupy such Lot subject to each restriction and agreement herein contained. BY
acceptance of such deed, execution of such contract, andlor occupancy of such Lot, each Owner
acknowledgw the rights and powers of Declarani and of the Association with respect to these
restrictions and also for itsel£, its hein, penonal representatives, successors, and assigns wvenank
ad agrecs and consents to and with Declarant, the Association, and the Owners of each ofthelots .
hereby affected to keep, observe, and comply with the terms and conditions hercof
The subdivision of the Properry crwd by this Declaration shall be known and designated
as Brookstone Park of Carmel. asubdivision in hiltan County. Indiana
ARTICLE r[
The following terms, when used throughout this Declaration, shall have the following
meanings and definitions:
Secf~on 2.1 "Articles" means the Articlm of Incorporation ofthe Association (as hereinafter
defined) filed. or to be filed, with the Office of the Secretary of State ofIndiana. as the name are or
hereafter may be amended from time to time.
Secrion 2.2 "Associationw means the BROOKSTORrE PARK OF CARMEI.
HOMEOWNERT A.FSOCIATION, INC, a non-profit corporation, its suc~sors and assigns.
(Sometimes referred to herein as "Propo~ty Owners' Association").
Section 2.3 "Board ofDirectoffi" mans the Board ofDirectom ofthe Association.
Secnon 2.J "Builder" means a person or entity engaged in and responsible for the original
conntmction of a Dwelling Unit on aLat
Secrion 2.5 "Common Area"' means: (1) those portions of the Property, including
improvemenw thereto, facilities and personal property owned, or leased by the Association from
time to time for the common use. benefit and enjoyment ofthe Ownen (as here~ndierdafined), (2)
Lake. as defined below, and (3) items (if any) deemed Common Area for maintenance purposes
only. Unless expressly stated to the contrary, the term Common Arui as used herein (whether or
not so exprassed) shall include all portions of the Property designated on the Plat (as herder
defined] as a '%lock", "Common Area", or such other areas within the Property that are not
otherwise identified on the Plat (as hereafter defmed) as a Lot, The Common Area is to be
conveyed to the Asso~iation at the time of conveyance of the fiat Lot to an Owner (as hereinafter
defined).
Section 2.6 "CommonExpenses"shall mean and refer to expenses of administration ofthe
Associat~on, and expenses for the upkeep. maintenance, repair and replacement of all Common
Area, and all sums lawfully assessed against tho Owners by the Association, andnll sums. wsts and
expenses declarad by this Declaration to be Common Expenses.
Section 2.7 "Declarant" means the BROOKSTONE PM OF CARMEL, UC aad its
successors and assigns.
Section 2.8 "Developmant Period" means the period of time commencing with Declarant's
acquisition of the Property and ending when Dalarant hw wmpletod the development and sale of,
and no longer om3, any Lot or any other portion of he Property.
Section 2.9 "Dwelling Unit" means any single-family residence situated upon a Lot (as
hereaRer defined).
Section 2.10 *LakeH means a body of water which is constructed by Declarant in any
Common Area.
Sed'nn 2.11 "Lot" or "Lots" means, as the context requires, any parcel or parcels of land
designated as such upon the Plat (as hereinafter defined) or, after consauction, th~ parcel of land
upon which here is canstructed a Dwelling Unit that is conveyed to an Owner (as hereinah
defined) by the Declarant Subject to my necessary approval of the appropriate governmental
authority, a "Lot" may contain portions of real estate greater or less than its originally platted
dimensions should the Declarant dwm it advisable in order to accommodate the construction ofa
Dwelling Unit.
Section 2.12 "Owner" means the record owner, whether one ormoro persons or entities, of
the fee simple titlc to any Lot which is a pan of the Propetty. including contract sellen, but
otherwise excluding those having such interest merely as security for the performance of an
obligatton. Unless specifically'indicated to he contraty, the term "Owner' shall include the
Declarant during the Development Period.
Section 2.13 "Plat" means the subdivision plats oftheProperty, which are recorded withthe
Recorder of Hamilton County, Indiana, as the same may bc hereafter amended or supplemented
pursuant to this Declaration.
ARTICLE IlI
Properly Rights. Easemen& and EnncmachtWMs
Seclion 3.1 (hmer.~' Ik.vmmr.~ ofERiovment ofCommon Area. Every Owner shall have
o nonexclusive right and easement of enjoy men^ in mmmon with all Owners. in and to any
Common Area, which nonexclusive right and easement or enjoyment shall be appurtenant to and
shall pass with title to every Lot (in rhe form ofaright to membership in the Association), subject
to the following provisions:
(a) The right of the Assoc~arion to suspend the voting rights and right to use of any
recreational facilities, ifany, by any Owner (i) for any period during which any assessment remaius
unpaid and (ii) for a period not to exceed sixty (60) days for any infraction of its published rules and
regulations;
(b) The right of the Association to promulgate reasonable rules and regulations
governing the use ofthe Common Area owned by the Associat~on and the improvemenk, additions
or alterations to the Common Area owned by the Association;
(c) Therights ofDeclarant a~ provided in thisDeclaratioq as thesame may beamended
from time to time;
(d) The right of the Association to mortgage any or all of the Common Area owned by
the Association, upon the approval of two-thirds (%) of the membership of each class of members
of the Association:
(e) The esements reserved alsewhere in this Declaration and the right of the
Association to grant further reasonable utility easements across and through the Common Area
owned by the Association for the benefit of its members;
(f) The right of the Association to dedicste or transfer all or any pan of the Common
Area owned by the Association to my public agency, authority or utility for such purposes and
subject to such conditions as may be agreed to by the memban or othenvtseallowed pursuant to
th~s Declaration, as amended. No such dedication or transfer, except ar allowed punuant to this
Declaration, shall be effective unless there is recorded an instrument agreeing to such dedication
ortransfersigned by two-thirds (35)ofthemembenhip ofeach class ofmembers oftheAssociation;
and
(g) All other rights, obligations and duties as set forth in this Declaration. as thesame
may be horn time to tima amended or supplemented.
Seclicm 3.2 Ilelera~ion of Ure. In accordance with the By-Laws and any reasonable and
nondiscriminatory rules and regulations promulgated from time to time by the Association, and
subject to the rights ofothcrs as set forth in this Declarntion, any oanar may assign his or her right
of enjoyment of the Common Area ownod by the Association, to family members, guesrs. tenants
or contract purchasers who reside on the Lot
Secrton 3.3 Cerrain Ob/fpariom andAccexs Rights lo the Common Area.
(a) Except as otherwise set forth in this Declaration, the Association, subject to the
rights of the Owners a4 set forth in this Declaration, shall be responsible for the management and
control. for the exclusive benefit of the Oms as provided herein, of the Common Areaowned by
the Association and for the maintenance of the same in good, clean, amactive. safe and sanitary
condition, order and repair.
(b) The Association ahall have and is hereby grantcd a general right of accss and
easement to all of the Common Arm owned by the &sociation and across the Lots, at reasonable
times and at any time in case of emergency, as reasonably reqr~ired by its officers, diraors.
employees and their agents and independent contractors, to the full extent necesiaq or appropriate
to perform its obligations and duties as set forth in this Declaration. The easements and rights
specified herein also are resewed for the benefit of!Jeclarant so IongasDeclarant ownsany portion
of the Property and for so long as Declarant may be liable under any builder's viananty.
Section 3.4 General Drainage. U~ililv. Sewer and Other LJevelopm~nr Easemenr - The
following rights reserved in this Section shall not be exercised, afterthe coavsyancaof~y Lot, in
a manner that (i) unreasonably and adversely affed any Dwellinz Unit or portion thereof located
~ ~
upon such Lot or the 0wner'suse or enjoymen1 thereof, or (ii) unreasonably restrick the rights of
ingress and egress to such Lot. Tha following rights and easements reserved by Declarant in this ~.
Section shall run with the land, and Declarant's right to further alter or grant easements shall
sutomatically terminateand pass to the Association one (1) yeunFterDeclaranfshall havewnveyed
the last Lot within the Property.
(a) Declarant hereby reserves unto itself during the Development Pe~iod, and therafter
unto any public or private utility, a genernl easement ("Drainage, Utility and Sanitary Sewer.
Esement") For drainage. utility and sewerpurposes in, on andoverall ofcheCommon Areaandany
Lot soas to permit Declarant to properly installandallowto bemaintained all electrical. telephone.
water, gas, sanitary and storm sewor, television (including but not limited to cable andlor satellite)
transmission facilities, security system and other utility services (including all necessary lines,
pipes, wires, cables, ducts, anknnaeand other equipment and facilities)to serve any DwellingUnit
constructed on the Property. Any Drainage, Utility. Sanitary Seiver and other Development
lkementshall includeall areas of the Property outside any Dwelling Units, with the exception of
nny areas covered by chimneys, or patios. Improvements or permanent structures installed within
the Common Area are subject to the rights (including tho right fo remove where reasonably
necessary without duty ofreplacement or rcimbuncment) oftheDeclarant andany public or private
utility to cnnsvuct. maintain, repair or remove any necessary Pacilities. By vime hncof, Declamnt
reserves tha right to install a lake@) on any Common Area Tha righcs hereunder and easements
hereby reserved survive thcconveyance, by the Declarant to the Association, ofany Common Area
This easement shall be in addition to any easement defined upon a Plat as a drainage, sewer. ~rtility,
cable, landscape. SI~, transmission. flowage or similar type easement.
(b) Declarant reserves unto itself during the Development Period, and thereafter unto
the Association. an easement ("Lake Easement") and right-of-way in and to any Common Area
within the Property used as awater retention or detention ara, or on which a Lake is constructed,
for the purpose of fulfilling any maintenance obligations set forth in rhis Declaration and/or
establ~shing and maintaining proper surface water drainage throughout the Property, and an
easement of ingress and egress through so much of the remainder of the Propa as is teaonably
necessary or appropriate. to perform such actions as Declarant or the Association deem necessary
or appropriate. for the purpose of establiduny and maintaining proper surfacp water drainage
throughout the Propeq. which such actions shall include the const~uction, repair and maintenance
ofretention and detention ponds or laka inaccordance with the requirements ofapplicablelaw and
of all governmental agencies having jurisdiction (without undertaking any obligation or duty to
exceed such requirements).
(c) Declarant reserves unto itself during the Development Period, and thereafier unto
the hsociation, the right and an undefined sign easement ("Sign hement") to install, erect,
construct and rnaintein anentryway sign orsigns,directionalsiEns, advertising sips advertisingthe
Property ortheLou therein, lighting, ulilk\says, pathwys. fences. wall~and my other landscaping.
architectural and recrentional features or facilities considered necessary, appropriate, useful or
convenient, anywhere upon the Property. Any such signs and all such facilities shall be maintained
by the Association as a part of its Common Area maintenance obligations.
(d) Declarant reselves unto itself during the Development Period, and (her& unto
the Association. the full righr, title and authority to:
(i) Reloate, altcr or otherwise change the location of any Drainage, Utility,
Sanitary Sewer. Lake and Sign Easement, or any facility at any time located therein or
thereon;
(ii) Grant such further easaments, licenses and rights-of-wy, temporary or
permanent, exclusive or non-exclusive, surface or otherwise, as Declacant may deem
necessary orappropriate. for ingressandegress, utility andsimilar purposeson or within any
portion of the Property, for the benefi! of the Property or any portion thereof, an4
(iii) Descnbc rnorespecificslly orchangethedcscfiption ofany Drainage, Utility,
Sanitary Sewer, Lake and Sign Eatenlent or any other eaiemenf license or right-of-way
now or hereafter existing onjhe Property, by Ginen instrument. Plat(s) or &endmen&
thmo mordod in the W~ce of the Recorder of Hamilton County, Indiana
(e) The title of the Association (as to the Common Area owned by the Association
during the Development Period) and of any Owner of any Lot shall be subject to the rights and
easements resewed herein.
Sectlon 3.5 Iii.temenr for hemencv Purvoses. An easament is hereby dedicated and
granted for use in the case of an emergency by emergency vehicles such as fire trucks, police can
and ambulances and erner5ency personnel. public and private, over and upon the Common Area.
Secrion 3.6 i)e.sirnared Ihinage. Utilirv, and SewerEasernents. Thne are strips ofground
dsigneted on the Plat as drainago enscments, utility easements, and sanitary sewer easements. or
any combination thereof, which are hereby reservedto theappropriategovnnmental entities,public .. . -
utilities, and private utilities for tbe instailation and maintenance of swales, ditches, pipes, drains,
sanifary sewers, manholes, detention and relention areas or other drainage facilities. Purhers of
Lots in this subdivision shall take title subject to such easements hereby created and subject at all
times to the rights of proper authorities to service and maintain such drainage fUcilitics and
easements, and no permanent structure of any kind and no part thereof except fences which do not
retard or impede the flow of drajnage water and which are approved pursuant to Section 6.2 below,
shall be built. erected or maintained on said drainage easements, except by the Declarant or h
assigns. It shall be the responsibility ofthe Association and the Ownm ofthe ares enclosed within
such evements to maintain such areas in such conditions that the flow ofstorm drainage waters on,
across and from said areas shall not be impeded, diverted or accelerated Such use for storm water
movement or retention or detention is heteby declared to be an easement and servitude upon said
land for the bonefit of the Owen of other land included within the Plat, upstream or downsbeam,
affected by such use and for any proper governmental agency or depurtment or any private or public
utility. All proper governmental agencies or departments and publicand private utiliues are hereby
given the right to obtain access to such areas to perform maintenance and to perfonn such
maintenance as may be necessary to protect that easement and servitude rights. It shall be the
raponiibiliry of the Association and the Owner of any Lot or parcel of land within the Plat to
comply at all times with the provisions of the drainage plan as approved for the applicable Plst by
theapproptiate governmental agmcyor department and the requirements ofali dramagepermififor
such Plat issued by those ag~cies. Failure to so comply shall operate as a wiverand release of the
Declaranf the developer, or their engineers and agents !?om all liability as to damage caused by
storm waters or storm drainage.
Further, thore are easements and servitudes upon the land within the Plat in favor of suhe water
runoffalong natural valleys anddrainegechannelsrunningto~enofothsr land wntained within
the Plat, upstream and downstream. It shall be theresponsibilityofthe Association and the Owners
ofthese natural valleysand channels to use their landand maintain saidnatural valleys and channels
in such manner end condition that the flow of storm drainage waters on, moss, from and to such
areas shall not be impeded, diverted or accelerated.
Section 3.7 Desimared Moundinn and Landscu~ing, Any strips of grounds shown or
designated on the Plat as Landscape Maintenance Eanement which are rmerved for (i) mounding,
and (ii) landscape and plant material.Declarant hereby reserves &to itselfduring the Development
Period, and, thereafier. unto the Association, any such easements for the purpos~ of installing
landscaping mounding, and screening Declarant reserves unto itzelf during the Development
Period and thereafter unto the Association, the occlusive and sole right to install landscaping
mounding, and screening within these strips of ground shown on the Plat as Landscaping
Maintenance Fssements Following instnllation of mounding, plant material. and other
improvement by Dffilarant. the Landscape Maintenance Easement shall bt maintained by the
Associarion.
Seclion 3.8 Cnmmon Area. The part of the Common Area designated on the Plat as
Wetlands and Young woodland except for such construction activity performed by Declarant during
the Development Period shall be prasewed in its natural state except for such clearing as &om time
to time may be necessary to maintain good husbandry practices. No structures shall he permitted
in Common Area D.
S~ciioo 3.9 S~re~.r IIeJication. All streets now or hereafter located upon the Property am
hereby dedicated to the public.
Secnon 3.10 &semen/ WoYork. During the course of any maintenance, service, repair or work
upon any easement, theDeclarant, the Associotion, any private utility, any public utility, andfor any
governmental entity shall have the right md the authority. without any obligauon or liability
whatsoever planted, to any owner, to remove, damagqor destroy any fence or other structure or
landscaping built, erected, maintained or planted in an) easement described in Section 3.6 and
Section 3.7 above
Section 3.11 No Access. Theremay besuips ofground designated on the Plat as "noaccess
easement". or by other similar language. Vehicular ingress and egress is prohibited on, over, or
ncross any such strips or areas.
,'Section 3.13 ite.rervarif~n nfRiqht to Granl Ea,remenl The Declarant hereby reserves the
right, ~n its discretion, to (i) grant easements upon, under. over md woss the Ropq for the
benefit ofland which is adjacentto thePropertyandJor ($to obtain, forthe benefit oftheproperty,
easements upon, under. over and across the real estate which is adjacemt to the Property.
ARTICLE ZV
AssnciaIion Membership, Voting Rights Baard of Diredors and
Rnfmsionnl hfa~g~nenl
Section 4.1 Mernber,~&. Initially. the penon(s) who serve as incorporator(s) of the
Association shall be the membetfs) (the "Initial Member(s)"). The Initial Member(s) shall remain
memba(s) of the Association until the Association Articles of Incorporation are accepted by the
Indiana Secretary of State, at which time the Jnitial Membe(3) shall ceade to be member(s) unless
they also as Class A or Class B membcrs. ~ver~0wner of a Lot which is subject to
assessment shall beamember of the Association. Apart from theInitialMember(s), a membership
in the Association shall be appurtenant to and may not be separated from omenhip of any Lot
Section 4.2 (l1a.use.r of Membership and Vo~inrr Wahfs. The Association shall have the
following two classes of voting membership:
w. Clacs A mernben shall be all Owners with the exception of the Doclarant
Class Amernben shall beentitled to one (I) vote for each Lot owed. When more than one
person holds an interest in any Lot, all such penons shall be memben. The vote for such
Lot shall be exercised as the members holding an interest in such Lot determine among
themselves, but in no event shall more than one vote be cast with respecr to any Lot.
Cfa.rs R. Thc Class B mcmber shall be the Declarant The Declarant shall be
entitled to five (5) votes for each Lot owned. For purpoacs of this calculation, it shall bo
assumed that Declarant owns all LOIS, which number shall be reduced as tots are convqed
by the Declarant to an Ower. The Class B Membemhip shall cease and be convened ma
Class A Membership on the happening of either of the following events, whichever om
earlier:
(i) written resignation of the Class B member; or
(ii) December 3 1,201 0; or
(iii) the date Declarant no longer owns any lots.
Seclion 4.3 Board ofDirccfovs. The Ueclarant shall appoint the Board of Directors of the
Association at prescribed by the Association's Articles and By-Laws until tho nd of the
DevelopmentPeriod. The Board ofDirectorsshall manage theaffairs ofthe Association. Riraton
need not be members of the Association.
Section 4.1 Pmfessional Managq-tt~. No contract or agreement for professional '
management ofthe Association, norany other contract betweenDeclarantandthe Association, shall
be for a ten in excesa of thrce (3) years. Any such qecment or contract shall provide for
termination by either party with or without cause and without payment of any termination fee upon
written notice of ninety (90) days or less..
ARTICLE V
Covenant far Maintenance Assessments
Secrinn 9.1 Creafion of~he Lien and Personal Oblinaiion ofAssessmencs. Declarant, for
each Lot now or hereafter owned by it within the Property, hereby covenants, and each Owner of
any Lot by acceptance of a dccd thcrcfor, whether or not it shall be so expressed in such deed, is
deemed to covenant and agree to pay to the Association:
(a) Regular Yearly Assessments (for maintenance, repairs and ordinary operating
expenses, including Common Expenses); and
(b) Special Assessments for capital improvemcnb and operating deiicib and for special
maintenance or repairs as provided in this Declaration.
Such assessments shall be established, shall commence upon such dates and shall be collected as
hercinaffer provided. All such assessments, together with prejudgment interest at eight percent
(8%) per annum, costs and reasonable attorneys' fees, shall be a charge on the land and shall be a
continuing lien upon the property against which each such assessment is made. Each such
assessment, together with interest, costs, and reasonable attorneys fees, shall also be the personal
obligahon of the person who was the Owner ofsuch property at the time when theasessment fell
due. The personal obligation for delinquentassessmen~shall not pass to such Ownefs succ~ors
in title unless expressly assumed by them.
Section 5.2 Pumw ofReenular Yzarlv Assessmenrs. The Regular Yevly Assessments
levied by the Association shall be used exclusively, in the reasonable discretion of the Board of
Directon of the Association, for the promotion of the recreation. health, safety and welfire of the
rmidents in the Property, for the improvement, maintenance and repair of the Common Area, for
the performance of the obligations and duties of the Association and for other purposes only aa
specifically provided herein. Asand ifneceasary, aportionoftheRogular Yearly hessmentsshdl
be set aside or otherwise allocated in a reserve fund for the purpose of providing repair and
replacement of the Common Area, and other capital improvements which the Association is
required to maintain.
Seclion 5.3 Murimurn Hewlar Yearlv Assessmen&,
(a) Until January 1 ofthe year immediately followjng the conveyanceofthe first Lotto
M Owner, the maximum Regular Yearly Assessment on any Lot shall be S312.00 per Lot per year
(b) From and ah January I ofsuch year, themaximumRegular Yearly Assasmentmay
be increased rach calendar yearnot more thm lO%above themaximumRegular Yearly Assessment
for the previous year, without avote of the membership.
(c) From and afier January 1 ofsuch year, the maximum Regular Yearly hsessment may
be inaeased each calendary,ar by more than ten percent (I 0%) above the mimum Rzgular Yeariy
Assessment for the previous year, by a vote of twwthirds (%) of the votes entitled to be cast by
members who cast votes in person or by proxy at a meeting duly called for this purpose
(d) The Board of Directors from time to time may fix the Rzgular Yearly Arsessrnent.
without any vote of the membership, at any amount not in excess ofths maximum.
Section 5.4 Swcial Assa~smenlr f~,.Cogjral imurovemen~ and Opzrarinp Deficil~. In
addltion to the Regular Yearly Assessments authorized above, the Association may levy a Special
Assessment applicable to that year only for the purpose of defraying, in whole or in pan the cost
of any construction, reconstruction, repair or raplacement of any cap~wl improvement which the
Association is required to maintain, or to recover any operating deficits which the As~ociation may
from time to time incur, provided that any such assessment shall have the approval of two-thirds
(2.13) ofthe votes entitled to be cast by those members who cast votes in person or by proxy at a
rnaeting duly called for this purpose.
Section 5.5 Uuonrrn. Written notice of any meeting called for the purpose of taking any
achon authorized under this Article shall be sent to all Members not less than thirty (30) days nor
more than sixty (60) days in advance of the meetlng. .4t the 6rst such meeting call4 the presence
of Members or of proxies entitled to cast sixty percent (60%) of the number of votes entitled
to be cast (Class A and Class 0 votes combined) shall constitute a quorum, Tfthe required quorum
i s not present, another meeting may be called subject to the same notice requirmcnt. and thc
required quorum at the subsequent meeting shall be one-half (%) of tho requ~red quorum at the
proceding meeting. No such subsequent meeting shall be held more than sixty (60) days following
the preceding meeting
Section 5.15 Lrn:form Rate of Assesst>~enr. Regular Yearly Assessments and Special
hsessrnents for capital improvements and to recover operating deficits must be fixed at a unirurm
mte for all Lots, except that Declarant and any individual or entity purchasing a Lot or Lots solely
for the purpose of construction of a for-sale Dwelling Unit thcrwn (a "Builder") shall pay only
twenty-five percent (25%) oftheRegular Yearly Assessments and Special Assessmenu so long as
any Dwelling Unit constructed upon a Lot by Declarant or Builder has not been conveyed to an
Owner intending to occupy or rent said Dwelling Unit asa residence or leased tc an individual or
entity for use as a residence.
Secrron 5.7 ihte of(:oms~encemenr of YearlvAssessmenrs:~L)ates. TheRegular Yearly
Assessment provided for herein shall commence as to each Lot within a recorded Plat on the first
day of the first month following the recording of such Plat. The Board of Directom shall fix any
increase In the amount of the yearly assessments at least thirty (30) days in advance of the effective
date ofsuch increase. Written notice ofany increase in theReplar Yearly Assessment, and written
noticeof any Special Assessment and such oiher assessment noticesu the Board ofDirectors shall
deem appropriate, shall be sent to every Owner subject theretn. The due dates for all assessments,
and the assessment and collaction period (i.e., annual, monthly, lump-sum or otherwise) for any
Special Assessments, shall be established by the Board of Directors. The Associat~on shall, upon
demand. and for a reasonable charge, furnish a certificate in recordable form signed by an Officer
of the Association setting forth whether the assessments on a specified Lot have been prud A
properly executed certificate from the Association regarding the status ofarse4smencs forany Lot
shall be binding upon the Association a3 of he date of ita ISSUMCO.
Secnon 5.8 Jiffecl ofNonpaymenr ofAssesrmenIs! Remedres of the Asmciution. If any
sssessmant (or periodic installment of such assessment, if applicable) is not paid on the due daie
established iherefor pursuant to this Declaration. then the entire unpaid asseasmen! (rogether with
interest thereon, costs and nitomeys' fees as provided in this Declaration) shall become delinquent
and shall constituteacontinuing lien on theLot to which such assessment relates, binding uponthe
then Owner, his hein. devisees, succersors and assigns. The parjonal obligation ofthe then Omer
to pay such assessments, however, shall not pass to such Ownet'ssuccsssors in titleunlessexpressly
assumed by them. If any assessment is not paid within thirty (30) days after the due date. the
assessment shall bear interest from the date of delinquency at the rate of eight percent (8%) per
annum, and the Association may bring an action at law against the Owner personally obligated to
pay the same. or fareclose the lien against the property, or both. In such event, there shall be added
to the amount of such assessment the costs and attorney's fees of preparingand filing Ole complaint
in such act~on; and in the event ajudgment is obtainedsuch judgment shall include interest on the
assessment as above provided, costs oftha action and reasonable attorneys' fees to be fixed by the
court. No Owner may waive or otherwise ecape liability for the wsessments provided for herein
by nonuse of the Common Area owned by the Association or abandonment of his Lot
Sesrion 5.9 Subordinarion ofrhe Lien ro Mort~opes: Sate or 7han.\&rr The lien of the
assessments provided for herein shall be subordinate to the lien of any first mortgage. The sale or
transfer of any Lot pursuant to the foreclosure of any first mortgage on such Lot (without the
necessity ofjoining the Association in any ~ucll foreclosure action) or any proceedings or deed in
lieu thereof shall extinguish the lien ofall assessments becoming due prior to the date of such sale
or transfer No sale or transfer of any Lot (whether voluntary or pursuant to foreclosure or
otherwise) shall relieve such Lot fiom I~abilit~foreny assessments thereafterbecoming dueorliom
the lien thereof; and, except as hereinabove provided, the sale or transfer of any Lot shall not afFcct
the lien of assessments becoming due prior to the date ofsuch sale or transfer except to the extent
that a purchaser may be protected againstthe lien forprior assessments by a binding certificate from
the Association, issued pursuant to this Declaration, as to wbether or not such Bssessments have
been paid.
ARTICLE M
Use, Restridlnns, and Architectural Control
Seclion 6 I In/ 1I.w and (.'onvrwnce. All Lou shall be used exclusively for single family
detached residential purposes, except that Declarant, during rhc Development Period. reserves (a)
the nghb provided in this Declaration respecting the Property generally, and (b) the right to
subdivide, dediwre or othenvise convey or designate all or any pornon of any one or more Lots
which it may own from time to time for recrational or other common uses and benefit ofall Owners
and other members of the Association. Any Lot or portion thereof so designated for common use
shall become part of the Common Area owned by the Association, and rmonable rules and
rqulations shall be promulgated and enforwd with raped thereto so that the use and enjoyment
ofadjacent Lots by the Owners thwwf shall not be unrexwnably disturbed. Except as provided in
the Declaration, no Lot shall be subdivided to form unitsof less area Each Lot shall be conveyed
asa separately dwignatedand legally described freeholdestatesubject to thewvenants, conditions
and restrictions contained herein.
Section 6.2 ArchitecturalConrml. No building, outbuilding, mailbox, fence, satellitedish,
wall or other structure, except original construction of Dwelling Units by or on behnlf of the
Declarant, shall be commenced, erected or maintained upon the Property, nor shall any &or
addition to or change or alteration therein, other than by the Declmt, be made unul the plans and
specificationsshowing thenature, kind, shape, height, materials, color and locationofthesameshdl
have been submined to and approved in writing as to harmony of external design and location in
relation to surrounding structurrs and topography by dle Declamnt, until the end of the
Development Per~od, and thereafter by the Board of Diractors of the Association. After the
Development Period, the Board of Directors may appoint three (3) or more representatives to an
Architectural Committee In the event that written approval is not received as required hereunder
within thirty (30) daysafter completeplmsmdspecifications have bccnsubmined, then the request
for approval shall be deemed denied.
Declarant inrends that the members of he Architectural Committee exercise discretion in the
performance of their duties consistent with the provisions hereof, and every Owner by the purchase
of a Lot shall be conclusively presumed to have consented to the exercise of discretion by such
members. In any judicial proceeding challenging a dmennination by the Architectural Committee
and in any action initiated to enforce this Declaration in which an abuse of discretion by the
Architectural Cornminee is raised as defense, abuse of dtecretion may be established only if a
reasonable person, weighing the evidence arid drawing all inferences in favor ofthc Architectural
Committee. could only conclude that such determination constituted an abuse oFdiscrction.
The Arch~tectural Committee may inspect work being performed without the Owner's permission
tn assure compliance with these restrictions and applicable regulations.
Neither the Architectural Cornmittee nor any agent thereof, nor the Declaranc or Association shall
be liable in any uay for any costs, fees, damageg, delays, or any charges or liability whatsoever
relating to the approval or disapproval at' nny plans submitted to it, nor shall the Architectural
Committee, kisociation or Declarant be responsible in any way for any defm in any plans,
specifications or other materials nuhmined to it, or for any defeccs in any work done according
rherem. Further, the Architectural Committee, Associationand/orDeclarant makenorepresentation
or mty as to the suitability or advisability of the design, the engineering, the method of
constnrction involved, or the materials to beused. All parties should seek professional constmaon
advise. engineer~ng, and inspections on each lot prior to proposing wnshuctio~l.
Sec/ir~n 63 /.ca.~ing. Any Lot may be leased by its Owner.
Section 6.4 At~imals. No animals, livestock, or poultry of any kind shall be raised, bred, or
kept on the Prqeny, on any Lot, or in any Dwelling Unit, except that no more than a total of two
(2) dogs, cats, or other normal household pets may be kept in residences subject lo rules and
regulations adopted by the Association through its Board of Directors, provided that such pets arc
not kept. bred. or maintained for any commercial purpose. No animals shall be kept or maintained
on any lot except domestic, household pctn traditionally kept in individual residences throughout
thestate of Indiana. All such pets shall be kept reasonably eonfined so as not to becorneanuisance.
Excessive barking ofdogs or viciousanimals shall constitutes nuisance and may be ordered by the
Associerioo to be removed from the proper&.
Section 6.5 0ut.rirlr $'iqm. All clotheslines, equipmenL earbage cans, service yards.
woodpiles or storage piles shall be kept from view of neighboring homes and streets. All rubbish,
trash or garbage shall be regularly iemoved from the-premi&s, and shall not be allowed to
accumulate thereon. Trash must be stored in enclosed containers.
Secfion 6.6 Setback Lines. Front Building lines are hereby established as shown on the
Plat Betwm such Front Building linm and the right-of-way lines there shall be erected, placed
or altered no stmcture or part thereof The building lines which are from public right-of-way lines
are parallel to and measured perpendicularly from these publtc nght-of-way ltnes.
Section d7Side Setboch. The minimum side yard and minimum rear yard requirementn
shall be those established by the applicable zoning and subdivision control ordinances.
~~~~re~andO~lh~ildin~S No htructure ofa temporary character.
tent, shack basement, garage, barn or other out-building shall be erected, placed, or altered upon
any Lot for use w a residence either temporarily or pemianontly, or at any time be used for such
purpose
Section 6.9 Motor Vehicle Reoair. The repair of inoperative motor vehicle or matenal
alteration of motor vehicles shall not be permitted on any Lot unless entirely within a garage
permitted to be constructed per the tms ofthe Declaration.
Jecfion 6.10 Noisancr.~. No noxious or omensive activities shall be carried on or be
pcnn~tted to exist on any Lot, nor shnll anything be done thereon which may be or become an
annoyance or nuisance. Any structure or building permitted to be constructed on any Lot by this
Declaration, which may be all or in part drsuoyed by fire, wind, starm or my other -on, shall
be rebuilt and restored to its previous condition within a reasonable length ofrime, and all debris
accr~mulated in connect~on therewith shall be removed within a reasonable time after any such
occurrence.
Secnon 6. I I Permilled U~es. No use shall be nude of any Lot wcept as permitted bythe
applicable zoning and subdivision control ordinances under which thts Property is develaped.
Section 6.12 Drains No house footing drain or roof water drain shall be discharged into
the sanitary seweis.
S2cion 6.13 Num6rrufl)welIina Unirs. The number ofDwelling Units shall not exceed
the number of Lots within the Property.
Section 6.1 J Hesiden/iul Use. Lots may be used only for residential purposes and only for
one single-family dwelling, with an anached privae garage. All lots in this subdivision shall be
designated as residential Lots, and all homes shall be two (2) stories in height
Sectron 6. IS Sire. Euh single-family dwelling erected, placed, altered or maintained on
any Lot within shall have a minimum living area, exclusive ofopen porches, unfinished basenlents
and attached garages. of not less than 1600 square feet.
Section 6.16 Uns~hrk Growth. In order to maintan the standards of the.Property, no
weeds. underbrush or other unsightly growths shall be permitted to grow or remain upon any
Property, and no refuse pile or unsiehtly objects shall be allowed to be placed or suffered toremain
anywhere thereon. Failure to comply shall warrant the Declarant or the Assoc~ation to cut weeds
or clear the refuse from the Property at the expense of the Owna, md there shall be a lien against
said Property for the expense thereof, which lien shall be dueand payable immediately. If such lien
is not promptly paid, the Association or the Declarent may file suit and recover such amount
together with reasonable attorneys fees and costs of collection.
Section 817 Sile Visibtlitv. No fence, wall, hedue or shrub planting which obstructs sight
lines at elevations between two (2) feat and rune (9) feet above the street shalt be placed or
permitted to remaill on any corner Lot within theaiangular area formed by the street property lines
and a line connectins points twenty-five (25) feet from the intersochon of said street lines, or in the
case of a rounded property comer From the intersection of the street lines extended. The same
sightline limitations shall apply to any Lot within ten (10) feet from the intersection of a street line
with the edge ofadrive~ay pavement or alley line. No tree shall be pennined to renmin within such
distances ofsuch intersections unless the foliage line is maintained at sficient height to prevent
obstruction of such sight lines No fences shall be permined to be constructed between the front
set back line and the sheet curb.
Sectron 6. I8 Senri-fruc!or fruckrr. tmilers. 2fc. No semi-tractor trucks. semi-trucks, semi-
tractor trailers, boars, campers, mobile homes, disabled vehicle, and/or trailers shall be permitted
to park on the Property or a Lot unless fully enclosed in a ganger or unless the same is necessary
and incident to the Dffilarant's, builder's or Association's business on the Property.
&crion 6.19 Siwn Cimi~orions. No sign ofany hnd, other than those installed by Declarant.
thehrociation. or aBuiIder, maybe displayed to publicview on any Lot, except that onesign with
an area of not more than six (6) feet may be d~splayed with the purpose ofadvertising the Lot for
sale.
Secrion 6.20 L,ukes. No one shall do or permit any action or activity which could result in
pollution of any We. diversion of Hater, elevation of any Lake level, earth disturbance resulting
in silting or any other conduct which could result in an adverse dect upon water quality, drainage
or proper Lke management except as provided in the Declaration. A Lake may not be used for
swimming, iceskating, boating or for any otherpurpose, except for drainagoof the Property, unless
expressly and specifically approved by the Board of Directors in writing and allowed by law.
Sectron 6.21 Huies and Remlan'ons. The Board of Directors horn time to time may
promulgate funher rules and regulalions concerning the use oflots and the Common Area owned
by the Association. A majority of those Ownen voting at a meeting called for rhe purpose may
rescind or modify any rule or regulation adopted by theBoard OfDirectors. Copies ofall rules and
regulations shall be Furnished by the Board lo all Owners, at the Owner's last known address, pnor
to the rime when hesameshall become effective. The Association shall have current cop~es ofthe
Declaration, Articles and By-LAVA, and otherrules concerning thePropertyas well ac i~s own books,
records and financial statements available for inspection by Dwelling Unit Owners or by holders,
insurers andguarantors offirst mortgages,thatsresecured by Dwelling Unitv in the Propmy. These
documen&shall beavailableduring nonnal business hours orunderotherrzasonablecircumstance3.
Section 6.22 Ilrvelo~nienr and Sale J'etiod. Nothing contained in this Article 6 shall be
consmed or intnprcted to restnct the activities of Doclarant or a Builder in connection with the
development of the Property and sale of Lots. During the Development Period, Declarant or a
Builder shall be entitled to engage in such achvities and to construct, install, erm and maintain
such facilities, upon any portion of the Propmy at any time owned or leased by Declarant or a
Builder, as in the sole opinion of Declmt or aBuilder may he reasonably required, or convenient
or incidental to, the development of the Property and sale of the lots; such facilities may include,
w~thout limitation. storagewws, signs. parking areas, model residences, consuunion offices, sales
office3 and business offices.
,'iection 623 O~rbvirle li.re ofl.ors. Except in an individual patio area appurtenant to a
Dwelling Unit, no planting or gnrdening shall be done, and no fenm, hedges, walls or other
improvements shall be erected or maintained upon the Property except such as installed in
accordance with the initial construction of the buildings located thereon or as approved by the
Board of Directors Above ground swimming pools are prohibited on the Property
Secrion 6.24 Moilbures. All mailboxes installed upon Lots shall be uniform and shall be
of a type, color and manufacture approved by the Declarnnt during the Development Period snd,
thereafter, bv the Board of Directors of the Association.
.Fecrion 6.2s Corriu~e Li~zh~s. The builder on each Lot shall supply and insdl a caniagc
light in operable condition on each dwelling unit at a location, hamng a heiyhr and of a type. style
and manuficrurerapproved by the Dw.larant during the Development Period and, thereafter, by the
Board of Directors of the Associntion. Each such light fixture shall also have e bulb of suf6cient
wattage to insure unihrrn illumination on each Lot and shall beequipped ~7th a photo-electriccall
or similar device to insure auto~natic illumination from dusk to dawn each day. The carnage light
thereafter shall be maintained in proper working order by the Omer of earh Lor
Seczion 6.27 Hoae Occumnons. No Lot or Dwelling Unit louted therron shall be used
for any purpose other than as a single family residence, except a home occuparion which is borh
permitted under the applicable zoning ordinance and which also complies with the following
guidelines.
(a) Ariy home occupanon must be conducted entirely within the residence and
condactrd solely by a member of the immediare family residing in said
Dwelling Unit;
(b) Any home occupation must be clearly incideotal and secondary to the we
of the Dwelling Unit lor residential purposes;
(c) There can be. no sign or display that will indicare From t9e exterior ofthe
Dwelling Unit that the Dwelling Unit is bcing used, in wholc or in part, for
any purpose other than that oCa residential dwelling;
(d) No cornmod~ly can be sold from the Lot or Dwellrng Un~l located thereon;
(e) No person can be employed other than a member of the immediare family
residing in rhe Dwelling Unit,
(9 No manufacturer or assembly operations can be conducted, and
(g) Custornen cannut nltcr upon the Lot or Dwelling Unit for the purpose of
conducting business
6.28 I.mces. The Archilmral Committee, prior to my installation, must approve any
fencirig and landscapescreening, It ia thegoal to keep all fencing or screening harmomous with the
architectural character of the comnli~nity. No fence or screen will be approved ~h~cl~ obstructs
necessarysightl~nes for vehiculsr traflic. Undue obstruction ofviews from adjoining propeniesaod
amenity areas will be taken into consideratton by tho Architectural Committee when reviewing
fence for approval. No front yard fencing will be permitted. empt on a Lot on which there is a
maintained sales office or model home by Declarant or Builder. If approved by dtr Architectural
Committee fences may be privately installed but must be constructed to professional levels of
quality, desigh mater~al. composit~on, md color is detummined by the Architectural Commitwe.
Non-prof~ssionnlly instatld fencev my be inspaied by Ifio Architectural Committee after
conipletion ~n order to ensure that the fence is of professional, and final approval ofsuch fence is
deemed w~thheld until complet~on oithis tinal review. No chain link fence will be permittal on
any Lot. All fences shall be wood (or an acceptablealternate) picket in siyle and shall be white in
color.and shall not mcwd 48" in height Oneexception per Lot shall be considered forthe purpose
of screening a deck or patio space. In such exceptions the screening shall be confirir.d to the
immediate perimeter ofsuch deck, or patio Said screening shall not w~ceed 72'' in he~ght, and shall
be wood ( or an accptabie alternate), and paned whit in color All fences shall be kept in good
repair by the lot owner. No fvnce shull bu luwted any closer tc the front lot line than the rerv
foundat~on line of the residence.
Section 6.?9 AnimaIKenne/s. .4nimal kennels are prohibited outride of a Dwelling ULUL
Ma'ntcnonce, Repain and Replace-
Szction 7.1 Rv Chvnen. Except as specifically provided in this Declaration, each Owner
shall Furnish and be responstble for the maintenance of all portions of his Lot. All fimres and
equipment installed within or as part of the Dwalling Unit, commencing at the poinu *+ere the
utility lines. pipes, wires, conduits or systems enter the Lct upon which said Dwelling Unit is
located, shall be maintained and kept in repair by the Owner thereof Each Owner shall promptly
perform all maintenance and repair of his Lot and Dwelling Unit which, if neglected, alight
adversely affect any other Lot or Dwelling Unit or any part of the Common Area owned by the
Association. Such maintenance and repairs include, but are not limited to, all exterior surface,
siding,roof, gutters, internal waterline, plumbing, electric linesga3 lines, appliances, andall other
fixtures. equ~prnent and accessories belonging to the Owner and a p3rt of or appurtctwt to his
Dwelling Unit or Lot.
Secrion 7.3 Common Pmmrries and Lawns bv the Assw'ati~n.
(a) The Association, as part of its duties, and ns part of the Common Eqmses, shall
provide for
(i) MaintenanceoftheCommon Area. hlainten;tnce of thecommon Areashdl
include, but shall not be limited to, fertilizing, heating any Lakes, mowing and replancing
when nec~ryoftheeras and trees and maintenance of any other improvement vithin the
Common Area;
(ii) Maintenance of the enrry signs, permanent subdivision identification sign,
and landscaping installedby theDeclarantin any Common Area, or Landscapehlaintenmcc
Easemen$
(iii) The maintenance of any street lights which are installed by Declarrint and
which are not located upon any Lcf
(iv) The maintenance of any brick guhce installed by Declaranl on any ind
Jtreet or entryway; and
(iv) The park and pathway system installed by Declarant in the Common Area
Land.
(vl The maintenance of the area designated as Landscape hlajntenence
kernent.
TheBoard ofDirecton may adopt such other ~lesand replations concerning mmntenance, repair,
use and enjoyment of the Common Area owncd by the Association (or any itmns deemed Common
Area for purposes of maintenance only) as it deems necersary.
(b) Notwithstanding any obligation or duty of thc Association to repar or maintain any
ofthccommon Area owned by the Association (or any items dwmcd Common Area for purposes
of rnarntenance only), if, due to [he willful. intentional or negligent am or omissions of an Owner
or a member of his fanlily or of a g\~tyt, tenant, invitee or other occupant or visitor of such Owng
damagc shall be caused to the Common kea owned by the Association (or any items dmed as
such for purpa4esofmaintenanceonly), or ifmaintenance, repairs orreplacements shnll berequired
thereby which would otherwise be at the Common Expcnsc. then such Owner shall pay for such
damageandsuch maintenance, repairs and replacements, as may be,detcrmined by the Association,
unless such los5 is covered by the Associntion's insurance wlth such ~olicy hamna a waiver of -
subrogation clausc. If not &id by such Owner upon demand by th; &sociation, the cost of
repairing such damage shall beadded to and become apartofthemessment to which such Ownefs
Lo1 is subject
(c) The authorized representatives ofthc Associat~on, the Board of Dtrectors and the
Managing Agent for the Association (~f any) are hereby grdnted an &emrnt for ams upon and
to any Lot as may be required in connection with maintenance only, repsirs or replacements of or
to the Common Area owned by the Auociation or any items deemed as Common Arm for purposes
ofmaintenance only, including. but not limited to, access to any easements reserved by any Plat of
any portion of thc Property for such purposes.
ARTICLE Mn
Section 8. I Liabilirv lnsumnce. The rissociation shall purchase a master comprehensive
general liability insurance policy in such mount or amounts as the Board ofDirectors shall deem
appropriate from time to time. such comprehensive general liability insurance policy shall cover
the Association, its Board of Directon, any committee or organ of the Association or Board of
Directors, all persons acting or who may come to act as agents, or employes of any of the
foregoing with respect to the As~ociation. It shall also cover all Common Area owned by the
Associations, public ways and any other areas under the Association's control or supervision. The
premiums for all such liability policies shall be a Common Expense
Scclion 8.2 Fideiitv Bonds. The Association shall have bMet fidelity bonds for anyone
who either handles or is responsible for funds held oradminis(ered by he Association. whzthe~ or
nottheyreceivecompensationfortheirservices. TheAssociationboodsshall nametheAssociation
as the obligee and the premium shall be paid as a Common Expense by the Asociation. Any
management agent hat handles hnds for he Association shall be covered by iu own fidelity bond,
wh~chmut providethesamecoverage required ofthe Assaciation. The Association shall be named
as an additional oblige in the management agent's bond. The fidelity bond shall cover the
maximum funds that will be in the custody of the Association or its mucagement agent at any time
while the bond is in force. In addition, the fidelity bond corcragc must at least tqud one (1) yean'
assasrnents on all Dwelling Un1t.s inthepropmty, plus the Association's reserve funds. Ifavailable,
the fidelity bonds must include a provision that wlls for ten (10) days' written notice to the
Association or insurance trustee beforethe bond can be canceled or substtiotially modified for any
reason.
Section 8.3 hfi.rcellaneous Insurance Pmbi~ions. The Association shall obtain any other
insurance required by law to be maintained, including but not limited to workmm's wmpensalion
insurance, and such other insurance as he Board of Directon shall from time to time dm
necessary, advisable or appropriate Such insurance coverage shall also provide for and covcrcross
liability claims of one insurod party against another insured party. Such insurance shall inure to the
benefit oftho Association, ik Bwd of Directors and any mmaging agent acting on behalf of he
Association. The premiums for all such insurance coverage shall be a Common Expense.
Section 8.4 Casualw and Res~omnon. Damage to or destruction of any Conlmon Area
actually owned by the Association due to fire or any other casualty or disaster shall be promptly
repaired and reconstructed by the Associationand thiproceeds of irkurance, ifany, shall beapplied
for that purpose. The snme obligition shall apply to an Owner, and not the Association, for danuge
or destruction to the Owner's Dwelling Unit. For purposes of this Section, repair, reconstruction
and restoration shall man construction or rebuilding ofthe dm~lged property to as nearas possible
the same conditian I% ir existed immediately prior to the damage or destruction, wich the me or
a similar type of archirecture.
Tecrion 8.5 1n.rufficiency of fn.wranct. Proceed$. If the insurance proceeds received by the
Association ss a result ofany such fire or any other casualty or disaster are not adequate to covurhe
cost of repair and rexonstrucrion, or in the event there are no insurance proeeds, the mst for
restoring the damagc and repairing and reconstructing the Common Area adly owned by the
Association or any improvements damaged or destroyed (or the coats thereofin excess of insuraace
proceeds rece~ved, if any) shall be paid hy the .4ssociation which shall then have the right to lwy
n Special hwsrnent against all Lots for such deficiency.
Sacnon 8.6 Surplus of Insurance Proceeds. In the event that there is any surpfus of
insurance proceeds after the reconstruction or repair of the damage has been fully completed and
all cosn paid, such sums may be retained by the Association as a reserve or may be used in the
maintenance and operation of the Property. The action of theBoard ofDirecton in proceeding to
repair or reconstruct damage shall not constitute a waiver of any rights against any Owner for
commiaing willful or malicious damage.
Section 9.1 ,Wortua~+e Riehts. In addition to any other rights provided elsawhere in this
Declaration to mortgagees, any lender or lenden holding a tint monpge or fint mortgages upon
any LA or Lots, jotntly or singly, may pay any real estate taxes or other taxes or chargcs which are
in defaulr and which may or have becomea charge or lien against any Co'mmon Area omed by fhe
Associstion or any other property awned by the Association; and may pay any overdue premiums
on any hazard, casualty. liability or other insurance policies or secure new insurance covemy on
the lapse of any policies for any such property owned by the Association or covmng any property
for which the Association has an obligation to maintain insurance coverage. Any silcb lender or
lenders making payments in accordance with this Sectlon shall be entitled ro immediate
reimbursement therefor from the Association along with any costs incurred, includ~ng resonable
attorneys' fees
Secrion 9.2 Nolice to Aforrms. The Associat~on, upon request, shall provide to any
lender holding a hot mortgage upon any Loi, a written certificate or notice specifpg unpaid
assessments and other defaults ofthe Owner ofsuch Lot, ifany, in the performance ofsuch Owneh
obligations under this Declaration, the Articles ofIncorpontion ofthc Association, its By-Laws or
any other applicable documents, which default has not been cured within sixry (60) days. A
reasonable charge maybe made by the Association for the issuance of any such cenificare or notica.
and any such certificate properly executed by an oficor ofthe hsociation shall be blnding upon
the Association. as provided in this Declaration.
Seclion 9.3 (:ondemnarion andinsurance Awards. No provisions ofthis Declaradon, orany
amendment thereto, shall give an Owner, or any other party, priority over any rlghts of the first
mortgagee of a Lot pursuant to iu mortgage in the case of a disaibution to such Owner of insurance
proceeds or condemnation awards for losses to or a taking of Common Are3 properry.
Section 9.4 Hivht ofl*Yr.d Rrfiiral. The Association DOES NOT have he "right of finr
refusal" to purchase any Dwelling Unit. Any right of "right offirst rafusal" rubsequentty wted to
the Association through amendment ofthcDeclaration. Association Articles. Assocrstion By-la~
orany otherdowmenr~ovemingthedevelopmentandadministrationoftheProp~iesmustrcccivt
thc prior umtten approval of the Federal Housing Administration or Secretary of the Depmmt
of Housing and Urban Developmez~t. Any "right of first refusal" subsequently added in the
Declardtion, Association Articles, Association By-Laws or any other document governing the
developnient and adminisuation of the Property must not impair the rights of a fin! mortgage lo:
(a) ForecloseortakctitletaaDwllingUni~and theLotuponwhichttieD;vellin~Unit
is situated, pursuant to the remedies in the mortgage;
(b) Accept a deed or assignmenr in lieu of foreclosure in the event of dehult by a
mortgagor, or
(c) Sell or lease a unit acquired by the mortgagee
kclion 9.5 UnyidDursor cham^. Any first mortgagee who obtains tide to aDwslling
Unit, and the Lot upon which the Dwelling Unit is situated, pursuant to the renldies in the
mongago or through foreclosure, will not be liable for the Dwelling Unit's unpaid dues or chsrges
accrued before tho acquisition of the title to the Dwelling Unit by the mortgage.
ARTICLE X
General ProviPbizs
Seclion 10.1 Rirhr ofl3forcemenr. In the evcnt ofaviolation, or threstened violation, of
any ofthe covenants, conditions and restrictions herein enumerated, Declarant, the Aisociarion or
any Owner and zll parties claiming under them shall have the right to enforce the covm~ts.
conditions and restrictions contained herein, and pursuc any and all remedies, at law or in equity,
available undaapplicable Indiana law, with or without provingany actual damgcs, including the
right to secure injunctive relieforsecure removal by due process ofany snucrure not in compliance
with the covenants, conditions and restrictions contained herein, and shall be entitled to recover
rcasonsble artomeys' fees and the costs and expenses incurred a result thereof
Seclion 10.2 Sevembili~vand Waive:. Invalidation ofany oneofthecovenants, restrictions
or provisions contained in this Declarat~on by judgment or court order shall not in any uay affect
any ofthe other provisions hereof, which shall remain in full forceand effect. No delay or failure
by any penon to enforce any of the restrictions or to invoke any available remedy ,kith respect to
a violation or violations tl~areof shall under any circumsmces be deemed or held to be a waiver by
that person of the righr to do so thereafter, or as estoppel of that person to wrt any righr available
to him upon the occurrence, recurrence or continuation of any violation or violations of the
restrictions.
Jgcrion 10.3 Amcndmmr. This Drsclaration and the. mvenants, conditions and rwuiaions
set forth in this Declaration, as from time to time nmanded in the manner hereafter set forth. shall
run with the land and shall be binding upon the persons owning any portion of the Property and all
parties closing under them. This Declaration may be amended or modified at any time by IUI
instrument recorded in thc Office of tha Racorder of Hamilton County, Indiana, approved and
signed by at lat seventy-five percent (75%) of the then OWTIPS. Provided, however, that none of
the n&rs or duties of Declarant resewed or set out hereunder may be amended or chgd without
Declarant's ~rior written approval. Except as prohibited below, th~s Declaration may also be
mended by neclaran~ if ir then has any ownership interest in the Property, at any rime within four
(4) yean after the remrda:ion hereof. Any amendment must be recorded. Neithmthe Association.
the0wnm-s orDeclarantshall eRect any ofthe following changeswithoutthepriorwrinen approval
of two-thirds (YI) of the Owners of Lots (excluding Declarmt or Builder):
(a) By act or omission seek to abandon, panition, subdivide, encumber, sell or transfer
tho Common Area owned directly or indirectly by the Association for the benefit of the Owners of
the Dwelling Units: The granting of easements for public utilities or other public purposes
consistent with the intcnded use of the Common Area owned by the Associntion by thcDwelling
Unit Owners is not a transfer in the meaning of chis clause;
@) Fail to maintain fire and extended coverage on insurable Common Area owled
the Association on a current replacement cost basis in an amount at last I00 percent of the
insunble value (based on current replacement costs);
(c) Use hazard insurance proceeds far lussa to any Common >\re owned by he
Association far other than the repair, replacement, or ieconsauetion of the Corrrmon &a auncd
by the Assonation.
SecCo?? 10.4 ifUiI /Imend~p~j. All ot.her proc?sivns of the Declamian,
ks%cisuon A.i%c!es, Assacia%m By-Labs or any other docummi governing he developmen! and
adminisnation of the Property norwrrhshding, so long ar there is a Clars B mzr~tbenhip, he
follouingacrions will require thzpriorspprovai ofthoFederal Housing Administration orSmemy
of the Department uf !-lousing and Urban Development:
In.} Annexation of additjonal properties other thw ihe Additional Rut: E31at~;
ib) Dedication or Moi-t~~ingof Ccn~mon Arm; and
(c) Amrtndrnent of tie Dzclamtion of Covenants: Conditions and Rmtridons~
S'ecfion 10.5As~tpnmemf D~eclamtznay mrgn orctheshrisetransEwany a14 311 cf!ts rights -
GS DecIerdnt in whole or in pad
Szctior: 10.6 Cnndpnanbn, De~~c~ion or Liqriidnho~. The k~ocia~an slzalll be
Xesipatod to represent the Owleiers in any proceedings, ncgotintions, setilenrcnts oragrementsfor
the handling ofany losses or proceeds from condemnation, dmtmction or liquidstion ofdl or a p&
of the Ciznvnnn Area owned by the Assoclatian, oi. frorl~ the torminaion of the development Eac:h
Dwelling Urti? Owflar, by his acceptance ofa deed, appa~rtrs the ,.issociation as his attomy-111-f$ct
for this purpasu. Proceeds from thesettlement will be payable to the Asfociarion hr tlie bncfit of
thcDwrlling Unit Omers and their niortgge holdm. .A.q disiributlon of funds in connection with
the term~tlation of this development sl?all be made on a rasonablc .md an equitable bajis
iN Wn'NESS WHEREOF, the ilnders~gned has ca~ised this T>ecl~rat~or, of Covenanh,
Conditions and Restrictionu to bo exxccuteil on the day md in tho yw first above :=Itten.
"DEVELOPER"
Braahtone Park of Csrmei, LLC
STATE OF INDIANA 1
) ss.
COW OF 1
Befare me the undewigied, a Notary Public in and for said County and Stare, personally
appeared Michad J. Klein, as Secretary of Broohtona Park of Carmel, 1LC who acknowledged
execution ofthis Declaration ofcovenants, CondiuonsandRestrictjonr offor and on behalf ofsaid
Corporation.
Witness my hand and Notarial Seal this &!!! day of Jure ,2000
%?-- Notary Public
My Commission Expires: -4- 2-1 Printed Name: fl I~L, A ~CYCCS*
Residing in Uerd,: 'kc County
This Instrument Propared By
James 1. Nelson
NELSON & -MERGER
3021 Ear 98th Street, Suitc 220
Indianapolis, Indiana 46280