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HomeMy WebLinkAboutBarrington Estates nna I..._._._u.._.____~._._._ f ~ . r. MAAYANlE MORSE. ClERK (F CIRCUll COURT tDINfl.E CBMrY OK 04914 PG 0897 CLERK15 . 2003121870 RECORDED 07/17/2883 0Js45s 45 PH RECOADING FEES UU.58 RECOAnED BY H &il,y This instrument prepared by and after recording return to: Grant T. Downing, Esquire ~ Godbold, Downing, Sheahan & Bill, P.A. ,V 222 West Comstock Avenue, Suite 101 Winter Park, Florida 32789 , ______________________________________[SPACE ABOVE THIS LINE FOR RECORDING DA T A]------------------------~--------------- DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR BARRINGTON ESTATES c::.;;1l' This Declaration of Covenants and Restrictions is made this ;; It"-. day of dL- , 2003, by TOUSA HOMES, INC. (f/kJa ENGLE HOMES/ORLANDO, IN \ .), a Florida corporation, hereinafter referred to as "Developer," whose address is 775 S. Kirkman Road, Suite 117, Orlando, Florida 32811. W 1 I N E SSE I H: WHEREAS, Developer is developing certain real property located in Seminole County, Florida, which real property is more particularly described as follows and shall hereinafter be referred to as the "Subject Property"; BARRINGTON ESTATES, according to the Plat thereof recorded in Plat Book 62, Pages 77 through 80, of the Public Records of Seminole County, Florida; and WHEREAS, Developer desires to create on the Subject Property a residential community of single family residences with roads, drainage and utility easements, landscape areas, drainage areas, and other open or common areas, all to be known as BARRINGTON ESTATES (the "Development"); and WHEREAS, Developer may from time to time in its sole discretion subject additional lands to this Declaration, whereupon such added property, hereinafter referred to as "Additions to Subject Property", shall be subject to this Declaration and the jurisdiction of the Association; and WHEREAS,' Developer desires to provide for the preservation of the value and amenities in said community and, to this end, desires to subject the Subject Property to the covenants, restrictions, easements, charges and liens hereinafter set forth and those which may arise in the future, each and all of which is and are for the benefit of.thw\Subiect Property and each Owner thereof; and o FILE NUM 2003121870 OR BOOK 04914 PAGE 0898 . . . WHEREAS, Developer has created an Association to which will be delegated and assigned the powers of administering and enforcing the covenants and restrictions hereof, and collecting and disbursing .the assessments and charges referred to herein; and WHEREAS, Developer has incorporated the Association referred to in Article I as a nonprofit corporation under the laws of the State of Florida for the purpose of exercising the functions aforesaid; and WHEREAS, the owner of Subject Property shall join in and consent to this Declaration of Covenants, Conditions and Restrictions for Barrington Estates for the purpose of subjecting the Subject Property to the terms and conditions contained herein. NOW, THEREFORE, the Developer hereby declares that the Subject Property is and shall be held, transferred, sold, conveyed and occupied subject to the following covenants, restrictions, easements, charges and liens (at times hereinafter referred to as "covenants and restrictions"), which are for the purpose of protecting the value and desirability of, and which shall run with, the Subject Property and be binding on all parties having any right, title or interest in the Subject Property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Owner thereof. ARTICLE I DEFINITIONS The following words when used in this Declaration or any Supplemental Declaration (as defined hereafter), unless the context shall otherwise prohibit, shall have the following meanings: a. "Additions to Subject Property" shall mean and refer to any real property which may become subject to this Declaration under the provisions of Article II hereof. Such Additions to Subject Property, which may be added from time to time, may be of any size and contain any number of Lots and in any sequence as determined solely by Developer. b. "Architectural Review Committee" or "ARC" shall refer to the committee established by the Board of Directors and described in Article VI hereof. c. "Association" shall mean and refer to Barrington Estates Homeowner's Association, Inc., a nonprofit Florida corporation. The Articles of Incorporation of the Association are attached hereto as Exhibit "A" and the Bylaws of the Association are attached hereto as Exhibit "B," both as may be amended from time to time in accordance with the provisions thereof. d. the Association. "Board of Directors" or "Board" shall mean the Board of Directors of e. "Common Properties" or "Common Property" shall mean and refer to those tracts of land, together with any improvements thereon, which are actually and 2 FILE NUM 2003121870 OR BOOK 04914 PAGE 0899 specifically dedicated, deeded or leased to the Association, or tracts of land or improvements which the Association undertakes to maintain. The terms "Common Properties" or "Common Property" shall also include any personal property acquired by the Association and any real property within the Subject Property, together with any improve- ments thereon, upon which the Association has accepted an easement for maintenance. f. "Developer" shall mean and refer to Tousa Homes, Inc. (f/k/a Engle Homes/Orlando, Inc.), a Florida corporation. Wherever the term Developer is used in this Declaration, it shall be deemed to include Developer's successors and assigns only to the extent specifically so identified by an instrument in writing executed by Developer. g. "Development" shall mean and refer to the Barrington Estates development constructed by the Developer upon the Subject Property. h. "Living Unit" shall mean and refer to any portion of a building or a single family structure situated upon a Lot within the Subject Property designed and intended for use and occupancy as a residence by a single family. i. "Lot" shall mean and refer to any numbered plot of land shown on a recorded subdivision plat of the Subject Property, with the exception of the Common Properties heretofore defined, which is intended for use and construction thereon of a Living Unit. The term Lot shall also include the Living Unit located thereon when a house has been constructed on the Lot. j. "Member" shall mean and refer to all those Owners who may be designated Members of the Association as provided in Article IV hereof. k. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot and Living Unit which is situated within the Subject Property; but, notwithstanding any applicable theory of the law of mortgages, Owner shall not mean or refer to any holder of a security interest in a Lot as securityforthe performance of an obligation, unless and until such holder has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure. I. "Subject Property" shall initially mean and refer to those lands described in the first Whereas recital set forth in this Declaration. The term "Subject Property" shall also include Additions to Subject Property when added from time to time under the provisions of Article II hereof. m. "Surface Water Management System" means a system which is designed and constructed or implemented to control discharges which are necessitated by rainfall events, incorporating methods to collect, convey, store, absorb, inhibit, treat, use or reuse water to prevent or reduce flooding, overdrainage, environmental degradation, and water pollution or otherwise affect the quantity and quality of discharges from the system, as permitted pursuant to the applicable provisions of the Florida Administrative 3 FlLE MUM 2003121870 OR BOOK 04914 PAGE 0900 Code. The Surface Water Management System also shall mean and refer to all land, easements and other facilities and appurtenances that together constitute and comprise the master surface water management and drainage system of the Development as reflected on the plans therefor on file with and approved by the applicable Water Management District. ARTICLE" PROPERTY SUBJECT TO THIS DECLARATION SECTION 1. Subiect Prooerty. The Subject Property which is and shall be held, transferred, sold, conveyed and occupied subject to this Declaration is more particularly described in the first Whereas recital set forth in this Declaration. SECTION 2. Additions to Subiect Prooerty. The Developer, from time to time, may in its sole discretion cause additional lands to become subject to this Declaration, which additional lands have been hereinabove defined as Additions to Subject Property. Until such time as such additions are made to the Subject Property in the manner hereinafter set forth, real property other than the Subject Property shall in no way be affected or encumbered by this Declaration. The Developer's right to cause additional lands to become subject to this Declaration shall not require the prior approval of any other party. SECTION 3. Supolemental Declaration of Covenants and Restrictions. The Additions to Subject Property authorized under this Article shall be made by the Developer's filing of record a Supplemental Declaration of Covenants and Restrictions, hereinafter referred to as "Supplemental Declaration," with respect to the Additions to Subject Property which shall extend the scheme of the covenants and restrictions of this Declaration to such property. Upon the filing of record of such Supplemental Declaration, the lands described therein shall be added to and become a part of the Subject Property under this Declaration. Such additions may be made whenever the Developer in its sole discretion deems appropriate. Such Supplemental Declaration shall be made by the Developer and shall not require consent of any Owner, Member, mortgagee of a Living Unit, or the Association. Such Supplemental Declaration may contain such additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the Additions to Subject Property, and to identify any Common Property included in the Additions to Subject Property. The Owner of each Living Unit in any Additions to Subject Property shall become a Member of the Association when the Supplemental Declaration of Covenants and Restrictions is recorded in the Public Records submitting the Additions to Subject Property in which the Living Unit is located to the terms of this Declaration, and at that time the Owner may exercise all rights of a Member of the Association, including the right to vote, and shall become subject to the terms and condi- tions of this Declaration as provided in the Supplemental Declaration, including such obligations as the payment of assessments as provided therein. 4 FlLE NUM 2003121870 OR BOOK 04914 PAGE 0901 ARTICLE III COMMON PROPERTY SECTION 1. Common Prooerty. The Common Property will be identified by designation as Common Property on plats of the Subject Property from time to time or by other written designation by Developer. The Association shall operate, maintain and, when and to the extent deeded by the Developer, hold record title to the Common Property. Notwithstanding the foregoing, the Developer subsequently may determine that certain other limited areas may be designated as Common Property which will be operated and maintained by the Association. Any such additional Common Property to be operated and maintained by the Association will be identified by written designation between Developer and the Association. Further, the Developer shall determine which areas of Common Property shall be deeded to the Association, if any. Every Member shall have a right and easement of enjoyment in and to the Common Property and such easement shall be appurtenant to and shall pass with the title to every Lot. The rights and easements of enjoyment created hereby shall be subject to the right of the Developer to dedicate or transfer all or any part of the Common Property to any public agency, authority or utility. All streets and roadways within the subject property shall be Common Property. a. Tract "A" on the Plat is a private road which is to be owned and maintained by the Association. b. Tracts "8" and "C" on the Plat are stormwater retention tracts to be owned and maintained by the Association. c. Tracts "E" and "J" on the Plat are landscape buffers to be owned and maintained by the Association. d. Tracts "F" and "G" on the Plat are buffers/signage tracts to be owned and maintained by the Association. e. Tracts "H" and "I" on the Plat are open space areas to be owned and maintained by the Association. Association. f. Tract "N" is an access tract to be owned and maintained by the SECTION 2. Private Roads. The Common Property to be owned, operated and maintained by the Association will include private roads within the Subject Property. The Plat designates therein Tract "A" as a private road which is to be owned and maintained by the Association. As Common Property, the Association shall be responsible for the maintenance, repair and replacement of the private roads contained on the Plat herein. The Association shall be solely responsible for the costs to maintain and re-surface the private roads within the Subject Property as necessary. Developer has commenced the 5 FILE NUM 2003121870 OR BOOK 04914 PAGE 0902 development of the Subject Property as a gated community with all private roads within the Subject Property being included within the gated community. a. The Association shall establish and collect reserve funds for the sole purpose of re-surfacing the private roads within the Subject Property. Such funds shall be placed in a "Road Re-Surfacing Fund." The funds shall be established and collected in accordance with this Declaration. These reserve funds shall be maintained by the Association separate and apart from all other Association funds. Using present value, the estimated cost of re-surfacing the private roads within the Subject Property is $50,000.00. The estimated cost of re-surfacing the roads within the Subject Property, using a three percent (3%) escalation in value over the first 10 year period, is $67,000.00. The Association agrees to place in the Road Re- Surfacing Fund $6,700.00 per year or $61.00 per Lot (for 110 Lots) over the next 10 years to cover the expense of re-surfacing the private roads within the Subject Property. After expiration of the 10 year period and thereafter, the Association has the right to obtain a competitive estimate for the cost of re-surfacing the private roads within the Subject Property. The accumulated funds in the Road Re-Surfacing Fund shall not exceed one hundred ten percent (110%) the fair market cost of re-surfacing the private roads. SECTION 3. Access Gate(s} to Subiect Property. An emergency vehicle access control system (E.V.A.C.) shall be installed on each access gate into the Subject Property. The E.V.A.C. system shall be in addition, and separate from, the gate opening provided for the residents of the Subject Property. The purpose for the E.V.A.C. system is public safety admittance to the Subject Property. The Association shall be responsible for installing and maintaining the E.V.A.C. system. The Association shall be responsible for the installation of a keypad code entrance device at each access gate to the Subject Property. The Association shall be responsible for supplying the keypad entrance code in writing, to the fire department upon installation. Furthermore, the Association shall be responsible for providing the fire department with written notice when changes are made to the code. Each access gate to the Subject Property shall be designed so that in the event of a power failure, all gates entering and exiting the Subject Property, automatically go to the fully opened position. In addition, each access gate entering and exiting the Subject Property, shall allow a minimum of twelve (12) feet of roadway clearance when in the open position. SECTION 4. Easements over Common Property. Perpetual easements for the installation and maintenance of utilities and drainage areas are hereby reserved in and to all utility easement and drainage easement areas shown on the plats of the Subject Property or otherwise established, which easements include, without limitation, the Surface Water Management System and the right of reasonable access over Lots to and from the easement areas. This easement over and upon all utility and drainage easement areas 6 FILE NOM 2003121870 OR BOOK 04914 PAGE 0903 shall be in favor of the Developer, the Association, and their officers, members, agents, employees, lessees, invitees or other designees of the Developer or the Association. Developer shall have the right to convey such easements on an exclusive or nonexclusive basis to any person, corporation or governmental entity. Neither the easement rights reserved pursuant to this paragraph or as shown on the plats of the Subject Property shall impose any obligation on Developer to maintain such easement areas. All utilities and drainage easement areas located within Lots, whether as reserved hereunder or as created on the plats of the Subject Property, and all improvements in such easement areas within Lots shall be maintained continuously by the Owner of the Lot upon which such easement exists, except for those improvements for which a public authority or utility company is responsible. The use, operation and maintenance of all conservation areas and all areas of the Surface Water Management System, wherever situated, shall be subject to the permit and all requirements of the applicable Water Management District and any other applicable governmental authorities. Furthermore, all wetlands and upland buffer zone areas within the Development shall be dedicated for conservation on the face of the subdivision plat of the Subject Property. The following restrictions, which shall appear on the face of the subdivision plat of the Subject Property, shall restrict the use of the conservation areas as follows: The conservation and preservation areas are hereby dedicated as common areas and shall be the responsibility of the Association. Activities prohibited within the conservation and preservation areas include, but are not limited to, construction or placing of buildings on or above the ground; dumping or placing soil or other substances such as trash; removal or destruction of trees, shrubs, or other vegetation, with the exception of exotic/nuisance vegetation removal; excavation, dredging or removal of soil material; diking or fencing; any other activities detrimental to drainage; flood control, water conservation, erosion control, or fish and wildlife habitat conservation or preservation. The Association shall be responsible for operation and maintenance of the Surface Water Management System provided that each Owner shall maintain any portions of the Surface Water Management System situated on such Owner's Lot. Each Owner also shall be responsible for the normal and day to day maintenance of any land areas which lie adjacent to and outside of such Owner's Lot to the water's edge of an abutting lake, pond or other body of water. Such maintenance by the Owners of all Lots shall include routine mowing, weeding and cleaning. a. No structure of any kind shall be constructed or erected in or on, nor shall an Owner in any way change, alter, impede, revise or otherwise interfere with the flow or volume of water in any portion of the Surface Water Management System including, but not limited to lakes, ponds, swales, drainage ways, or wet retention ponds or areas intended for the accumulation of runoff waters, without the specific written permission of Developer or the Association. 7 F[LE NUM 2003121870 OR BOOK 04914 PAGE 0904 b. No Owner or other person shall unreasonably deny or prevent access to any area of the Surface Water Management System for maintenance, repair, or landscaping purposes, by D.eveloper, the Association, the St. Johns River Water Management District, the County, the City of Winter Springs or any appropriate governmental agency that may reasonably require access. Nonexclusive easements therefor are hereby specifically reserved and created over all portions of the Surface Water Management System. c. No Lot shall be increased in size by filling in any lake, pond or other water retention or drainage areas which it abuts. No person shall fill, dike, rip-rap, block, divert or change the established water retention and drainage areas that have been or may be created without the prior written consent of Developer or the Association. No person other than the Developer or the Association may draw water for irrigation or other purposes from any lake, pond or other water management area, nor is any boating, swimming, or wading in such areas allowed. d. Nothing in this Article III shall be construed to allow any person to alter any area or portion of the Surface Water Management System without first obtaining the necessary permits from all governmental agencies having jurisdiction, including the St. Johns River Water Management District. ARTICLE IV STRUCTURE. POWERS AND DUTIES OF. AND MEMBERSHIP AND VOTING RIGHTS IN. THE ASSOCIATION SECTION 1. Association. The Association created by Developer hereunder is a nonprofit corporation charged with the duties and vested with the powers prescribed by law and set forth in this Declaration. Neither the Articles of Incorporation nor the ByLaws of the Association shall, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration. In the event of any such inconsistency, the provisions of this Declaration shall prevail. The officers and directors of the Association shall be required to be either (1) Members of the Association, or (2) officers, directors, agents, representatives or employees of the Developer. The Board of Directors and such officers as the Board may elect or appoint, shall conduct the affairs of the Association in accordance with this Declaration, the Articles of Incorporation and the ByLaws of the Association. Notwithstanding anything contained in this Declaration, the Articles of Incorporation or the ByLaws to the contrary, the Developer shall be entitled to select a majority of the members of the Board of Directors until such time as Developer has sold, transferred or conveyed ninety percent (90%) of the total number of Lots the Developer plans to develop within the Development to third parties. 8 FILE MUM 2003121870 OR BOOK 04914 PAGE 0905 SECTION 2. Association Purpose and Duties. Forthe purposes of administering the covenants, restrictions and other provisions of this Declaration, and continuing the orderly and aesthetically pleasing growth and maintenance of the Development, the Association shall have the following authority and duties: a. Provide for the landscaping, maintenance and irrigation of the Common Property. b. Provide and pay for the maintenance of the Surface Water Management System, to the extent not dedicated to and accepted for maintenance by governmental authorities. Maintenance of the Surface Water Management System shall mean the exercise of practices which allow the systems to provide drainage, water storage, conveyance or other surface water or stormwater management capabilities as permitted by the applicable Water Management District. Any repair or reconstruction of the Surface Water Management System shall be as permitted or, if modified, as approved by the Water Management District. c. Provide and pay for maintenance of all roads and streets within the Subject Property. d. Adopt standards of maintenance and operation which are, at the very least, as stringent as those adopted and/or followed by other first class developments similar to the Development. e. Take any and all actions necessary to enforce all covenants, conditions and restrictions set forth in this Declaration and to perform any of the functions or services delegated to the Association in this Declaration or in the Articles of Incor- poration or ByLaws of the Association. f. Conduct the business of the Association, including, but not limited to, administrative services such as legal, accounting, and financial, and communications services informing the Members of activities, notices of meetings, and other important events. g. Purchase general liability and hazard insurance covering improvements and activities on the Common Property at a current replacement cost basis in an amount not less than one hundred percent (100%) of the insurable value, directors and officers liability and such other insurance as the Board of Directors deems necessary. Hazard insurance proceeds for losses to any Common Property may not be used other than for the repair, replacement or reconstruction of such property unless the Board of Directors decides otherwise. h. Establish and operate the Architectural Review Committee as hereinafter defined in Article VI hereof. 9 FILE MUM 2003121870 OR BOOK 041314 PAGE 01306 i. In addition to the maintenance herein provided, provide landscape maintenance to any Lot or exterior maintenance upon any improvements or structures erected upon any Lot which,. in the Association's opinion, requires such maintenance because said landscaping, improvements or structures are being maintained in a sub- standard manner. The Association shall notify the Owner of said Lot in writing, specifying the nature of the condition to be corrected, and if the Owner has not corrected or does not begin and diligently pursue to correct same within fifteen (15) days after the date of said notice, the Association (after approval of a majority affirmative vote of the Board of Direc- tors) may correct such condition. For the purpose of performing the exterior maintenance authorized by this Article, the Association, through its duly authorized agents oremployees, shall have the right, after reasonable notice to the Owner, to enter upon any Lot or exterior of any structure or improvement at reasonable hours on any day. The cost of such maintenance shall be assessed against the Lot upon which such maintenance is performed, but shall not be considered part of the annual maintenance assessment or charge. Any such special assessment or charge shall be a personal obligation of the Owner and a lien upon said Owner's Lot and shall become immediately due and payable in all respects, together with interest calculated at the highest rate allowable by Florida law, attorneys fees, court costs and other fees or costs of collection as provided for other assessments of the Association. SECTION 3. Membership. Every person or entity who is a record Owner of a fee or undivided fee interest in any Lot which is subject to this Declaration shall be a Member of the Association, provided that any such person or entity who holds such interest merely as a security forthe performance of any obligation shall not be a Member. The Association membership of each Owner shall be appurtenant to the Lot giving rise to such membership and shall not be assigned, transferred, pledged, hypothecated, conveyed or alienated in any way except upon the transfer of title to said Lot and then only to the transferee of title to such Lot. Any attempt to make a prohibited transfer shall be void. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Owner thereof. SECTION 4. VotinCl Rights. The Association shall have two classes of voting membership. Class A. Class A members shall be every person or entity who is a record owner of a fee simple interest or undivided fee simple interest in any Lot, with the exception of the Developer. Class A Members shall be entitled to one vote for each Lot owned. When more than one (1) person holds an interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Lot. Class B. The Class B Member shall be the Developer and the Class B Member shall have seven (7) votes for each Lot owned by said Member. For purposes of determining voting rights hereunder, the number of Lots owned by the Developer 10 F[LE NUM 2003l2l870 OR BOOK 04914 PAGE 0907 shall be deemed to include the total number of Lots Developer plans to develop within the entire Development, whether or not yet included in a final plat subdividing the Subject Property into single family residential lots. The Class B membership shall cease and become converted to Class A membership upon the earlier to occur of the following events: a. When the Developer has sold, transferred or conveyed seventy-five percent (75%) of the total number of Lots Developer plans to develop within the Development; or b. On April 30, 2004. ARTICLE V COVENANT FOR MAINTENANCE ASSESSMENTS SECTION 1. Creation of the Lien and Personal Obligation of Assessments. a. Each Owner of any Lot in the Subject Property, by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed or other conveyance, hereby covenants and agrees to pay (1) an initial capital assessment; (2) annual assessments; (3) resale assessments; and (4) special assessments for capital improvements; such assessments to be fixed, established and collected from time to time as hereinafter provided at a uniform rate applicable to each Lot within the Subject Property. The initial, annual, resale and special assessments may be imposed in Developer's reasoned discretion or by the Association. The charges imposed together with such interest thereon and costs of collection thereof, including court costs and reasonable attorneys' fees, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. All Lots shall be held, transferred, sold, conveyed, used, leased r occupied, mortgaged or otherwise encumbered subject to all the terms and provisions of this Declaration applicable to Lots, including, but not limited to, the continuing lien herein described. Each such assessment, together with such interest, costs and attorneys' fees as hereinafter provided, shall also be the personal obligation of the person who is the Owner of such Lot at the time when the assessment falls due. b. Notwithstanding the proVISions of subparagraph a. above, the Developer shall not be subject to any of the aforesaid assessments as to Lots which are owned by Developer. Lots owned by the Developer shall be exempt from the assessments until such time that any of said Lots has been improved by Developer with a completed Living Unit as determined by the issuance of a certificate of occupancy and has been conveyed to a third party homeowner. The Developer shall fund any deficit for payment of the general operating expenses of the Association for as long as the Developer is exempt from the assessments as provided herein, provided that the Developer shall not 11 FILE NOM 2003121870 OR BOOK 04914 PAGE 0908 be obligated to contribute to or pay for funding any reserves for .capital expenditures or deferred maintenance, capital improvementfunds, or special assessments. The Developer shall have the right to waive tbe exemption from assessments set forth herein, at which time the Lots owned by the Developer shall be subject to the assessments in the same manner as the Owners of all other Lots in the Subject Property. SECTION 2. Purpose of Assessments. Any assessments levied shall be used exclusively for the purposes of the improvement and maintenance of the Common Properties and promoting the recreation, health, safety and welfare of the Owners within the Subject Property, including, but not limited to: a. Lighting, improvements and beautification of the roads and easement areas in the Subject Property, and the acquisition, maintenance, repair and replacement of directional markers and signs and traffic control devices; and b. Installation, maintenance, improvement and operation of drainage and utility facilities and easements; and c. Installation, management, maintenance, improvement and beautifi- cation of landscaping and irrigation on Common Properties; and d. Installation, maintenance, repair and improvement of any subdivision entry or boundary wall situated within the Subject Property; and e. Maintenance and repair of the Surface Water Management System, including but not limited to work within retention areas, swales, berms, drainage structures and drainage easements; and f. Payment of operating expenses of the Association, including, without limitation, real estate taxes and insurance; and g. Repayment of deficits, if any, previously incurred by Developer or the Association in making capital improvements to or upon the Common Properties, and/or in furnishing the services and facilities provided herein orforthe Members of the Association; and h. Doing any other thing necessary or desirable in the judgment of Developer or the Association to benefit or improve the Development, to keep the Development neat and attractive, to preserve or enhance the value of the properties therein, to eliminate fire, health or safety hazards, or any other thing which, in the judgment of Developer or the Association, may be of general benefit to the Owners or occupants of lands included in the Development. SECTION 3. Amount of Assessments. The first purchaser of each Lot within the Subject Property, at the time of closing of the conveyance from the Developer to such first 12 FILE MUM 2003121870 OR BOOK 04914 PAGE 0909 purchaser, shall pay to the Association an initial capital assessment in such amount as may be determined by the Developer; the funds derived from the initial capital assessments shall be used at the discretion of the Association for any purpose, including but not limited to, future and existing capital improvements, operating expenses, support costs and start-up costs. Upon the closing of the first sale of each Lot, and on the first day of each fiscal year thereafter, an annual assessment shall be assessed against each Lot. The annual assessment shall be in addition to the initial capital assessment and shall be prorated in the year in which the first sale of the Lot occurs to the actual date of closing. After the closing of the first sale of each Lot and collection of the initial capital assessment as provided above, a resale assessment shall be assessed against each Lot and shall be paid to the Association by each Owner at the time said Owner closes on its purchase of a Lot; the resale assessment shall be a recurring fee to be paid at the time of each transfer of title to a Lot. The amounts of the annual and resale assessments shall be determined from time to time by the Developer, and subsequently by the Association after the Developer no longer is entitled to select a majority of the members of the Board of Directors as provided in Article IV hereof. SECTION 4. Special Assessments for Capital Improvements. In addition to the foregoing initial, annual and resale assessments, the Developer or the Association may levy in any assessment year a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, installation, repair or replacement of any capital improvement upon the Common Prop- erties, provided that any such assessment shall have the assent offifty-one percent (51 %) of the total number of votes of the Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members at least thirty (30) days in advance and shall set forth the purpose of the meeting. SECTION 5. Effect of Nonpayment of Assessments. The Association has a lien on each Lot for any unpaid or past due assessments and charges. If any assessments are not paid on the date when due, then said assessments shall become delinquent and shall, together with such interest thereon and charges and costs of collection thereof as hereinafter provided, be and remain a continuing lien on the Lot which shall bind such Lot in the hands of the then Owner, his heirs, devisees, personal representatives and assigns. The lien shall be perfected by recording a Claim of Lien in the public records of the County in which the Subject Property is located; such lien shall continue in effect until all sums secured by said lien have been fully paid, and the lien satisfied or discharged. The personal obligation of the then Owner to pay assessments shall remain his personal obligation for the statutory period. If any assessment is not paid within thirty (30) days after the due date, an administrative charge may be levied by the Developer or the Association and the assessment shall bear interest from the date when due at the rate of 18% per annum. Developer or the Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the Lot, and there shall be added to the amount of such assessment, all charges and interest as provided above, and all 13 FILE NOM 2003121870 OR BOOK 04914 PAGE 0910 costs of the action, including legal fees whether or not judicial proceedings are involved, and including legal fees and costs incurred on any appeal of a lower court decision. SECTION 6. Subordination of the Lien to Mortqages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage recorded prior to the filing of the claim of lien in the public records. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure, or any proceeding in lieu thereof, of any first mortgage recorded prior to the filing of the claim of lien in the public records shall extinguish the lien for such assessments as to payments which became due prior to such sale"or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof. ARTICLE VI RESTRICTIVE COVENANTS SECTION 1. Residential Use: No Subdivision. All of the Lots in the Subject Property shall be known and described as residential property and no more than one (1) single-family dwelling may be constructed on any Lot. Each Living Unit shall be occupied by only one (1) family at any time, as a residence and for no other purpose. No Lot may be divided or subdivided without the express written consent of the Developer, or subsequently by the Association after the Developer no longer is entitled to elect a majority of the members of the Board of Directors. SECTION 2. Pools. A swimming pool may not be located in the front yard of any Lot and no above-ground pool shall be permitted. The framing of any pool screen enclosures shall be white, bronze, or such other color as may be approved by Developer or the ARC. SECTION 3. Dwellings. Roofs and Garages. Roof shingles shall be of at least the fungus resistant architectural grade quality. All block walls must be stuccoed, bricked or covered with a suitable material other than paint. No exterior colors on any Living Unit or other structure shall be permitted that, in the judgment of the Developer or the ARC, would be inharmonious, discordant or incongruous within the Subject Property. The initial exterior color and design of all Living Units and other structures shall be as approved by the Developer or the ARC, and any later changes must be approved by the ARC. All Living Units shall have at least a two (2) car garage which must be maintained and operated as such at all times. All Living Units shall be constructed with concrete driveways or of such other material as may be approved by Developer or the ARC. SECTION 4. Use of Accessory Structures. Other than the Living Unit and its garage, no tent, shack, barn, utility shed or building shall, at any time, be erected and used on any Lot temporarily or permanently, whether as a residence or for any other purpose; provided, however, temporary buildings, mobile homes, or field construction offices may 14 FILE MUM 2003121870 OR BOOK 041314 PAGE 01311 be used by Developer or other general contractors constructing Living Units in the Development (with the written permission of the Developer) and its agents in connection with construction work. No recreation vehicle may be used as a residence or for any other purpose on any of the Lots in the Subject Property. SECTION 5. Commercial Uses and Nuisances. No Owner may conduct or carry on trade, business, profession or other types of commercial activity upon any Lot. This restriction shall not be construed to prohibit any Owner from maintaining a personal or professional library, from keeping his personal, business or professional records in his Living Unit, or from handling his personal, business or professional telephone calls or written correspondence in and from his Living Unit. Such uses are expressly declared customarily incident to residential use. This Section 5 is, however, intended to prohibit commercial or business activity by any Owner or any persons which would unreasonably disrupt the residential ambiance of the Subject Property, or make it obvious that a business is being conducted, such as by regular or frequent traffic in and out of the Subject Property by persons making deliveries or pick-ups, by employees or other business associates, or by customers or clients. Notwithstanding the foregoing provisions, every person, firm or corporation purchasing a Lot in the Development recognizes that Developer, its agents or designated assigns, have the right to (i) use Lots or houses erected thereon for sales offi- ces, field construction offices, storage facilities, general business offices, and (ii) maintain fluorescent lighted or spot lighted homes in the Development open to the public for inspection seven (7) days per week for such hours as are deemed necessary. It is the express intention of this paragraph that the rights granted Developer to maintain sales offices, general business offices and homes shall not be restricted or limited to Developer's sales activity relating to the Development, but shall benefit Developer in the construction, development and sale of such other property and lots which Developer may own. SECTION 6. Animals. No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any Lot, except that cats, dogs, and other household pets may be kept provided they are not kept, bred, or maintained for any commercial purposes or in any manner or quantity which presents a nuisance to other Owners; provided further that no person owning or in custody of a dog shall allow the dog to stray or go upon other Lots without the consent of the Owner of such Lot. Each dog must be on a leash when the dog is outside of the Owner's Lot. SECTION 7. Fences, Walls and Hedaes. The design, materials, location and placement of any fences, walls or hedges on a Lot shall be subject to advance written approval by Developer or the ARC. Construction and maintenance of fences, walls and hedges which exceed six (6) feet in height is prohibited. No chain link or stockade fences shall be permitted. Fences shall only be made of iron, real clay, brick or of wood materials and must be kept in good condition and repair. Any wood fencing shall be specifically subject to stringent requirements to be determined by the ARC. All Lots adjacent to lakes or conservation areas are discouraged from having walls or fences; if there are circumstances where a yard needs to be enclosed for containment of children or animals, a four (4) foot high open picket fence will be considered, but adjustment of the fence 15 FILE NUM 2003121870 OR BOOK 04914 PAGE 0912 location may be necessary or appropriate to protect the adjacent Lot owner's view. No fence, wall or hedge may be constructed or maintained between a front street line and the front dwelling line. Fences, walls and hedges between a side street line and the side dwelling line shall be governed and controlled by applicable local ordinances and laws. Notwithstanding the foregoing, a decorative wall or entrance forward of the front dwelling line or forward of a side dwelling line fronting a side street line shall be permitted if constructed at the same time as the original dwelling on the Lot as part of the dwelling's elevation or design approved by the ARC. SECTION 8. Vehicles. No motor vehicle shall be parked in the Subject Property except on a paved or concrete driveway or in a garage. Parking on lawns or landscaped areas is prohibited. Parking of any motor vehicle of any kind on streets overnight is prohibited. No motor vehicles which are primarily used for commercial purposes, other than those present on business, nor any trailers, may be parked in the Subject Property unless inside a garage and concealed from public view. Boats, boat trailers, campers, motorhomes or recreational vehicles, buses, trucks, motorcycles, or disabled, inoperative or unlicensed motor vehicles of any type shall be parked inside of garages or otherwise fully concealed from public view; this restriction shall not apply to a pick-up truck for personal use of an Owner to a maximum of 3/4 ton capacity. SECTION 9. Outdoor EauiDment. All garbage and trash containers, oil tanks, bottled gas tanks, swimming pool and spa equipment and housing, sprinkler pumps and other such outdoor equipment must be underground, or placed in areas not readily visible from adjacent Lots or streets, or adequate landscaping must be used as screening around any such facilities and maintained by the Owner. SECTION 10. Clothes Hanging and Drying: Solar Panels and Skvlights. No outdoor clothes hanging or drying activities shall be allowed in the Subject Property. Solar collectors, skylights, roof vents and other installations on the roofs of Living Units shall be permitted only at locations approved in writing by the Developer or the ARC, and may be required to be screened from view by landscaping or other suitable visible barrier. SECTION 11. Antennas: Mail Boxes and Basketball Goals. No exterior radio, TV, CB, or other electronic antennas, aerials or other devices shall be allowed on a Lot, except if federal, state or local law expressly requires that any such device be allowed, in which event the size and placement of any such device shall be subject to the reasonable control and approval of the ARC. No satellite dishes shall be permitted on any Lot unless the size and placement of any such satellite dish is authorized by the Developer or the ARC. Developer or ARC approval of any such satellite dish shall be based upon a determination that the satellite dish is small in size and placed at a location on the Lot as inconspicuous as reasonably possible in orderto minimize visibility of the satellite dish from other Lots. If a mail box is situated on a Lot, it shall be maintained in a neat and attractive manner. If the DeveloperortheARC adopts a standard mailboxforthe Development, then no mailbox or similar receptacle shall be erected or installed on a Lot except the standard 16 F[LE NUM 2003121870 OR BOOK 04914 PAGE 0913 mailbox as required by Developer or the ARC, which shall be purchased and installed by the Owner. No basketball goals, poles or structures shall be permitted on a Lot unless in accordance with the following criteria. No goal, backboard, pole or other basketball structure shall be affixed to the Living Unit or other structure on the Lot; any such basketball structure shall be situated perpendicular to the adjacent street and shall be located not closer than fifteen (15) feet from the street right-of-way line; any basketball structure of any nature in the backyard must be approved by the Developer or the ARC. SECTION 12. Landscaping Maintenance. A landscaping plan for each Lot must be submitted to and approved by Developer or the ARC prior to the commencement of construction of any Living Unit or the commencement of any other work on a Lot. Shrubbery plantings shall be on all sides of each Living Unit and the initial size of new trees and shrubs planted or placed at the time of construction of such dwellings shall be in compliance with all requirements of Seminole Coun!y. The front, side and rear yards of all Lots shall be fully sodded with St. Augustine grass immediately upon completion of a Living Unit thereon. All Owners of Lots with completed Living Units thereon shall, as a minimum, regularly mow, trim and otherwise maintain in good condition at all times all grass and landscaping on the Lot. All lawns and landscaping shall be maintained on a regular basis to preserve a neat and attractive appearance and such maintenance shall include regular chemical treatment for insect and weed control. All landscaping shall be regularly weeded and mulched and maintained to standards at least equivalent to the initial landscaping package included on the Lot at the time of completion of the Living Unit on the Lot. No lawn or landscaped area may be paved or concreted for the purpose of vehicular parking. No gravel or rock shall be used as ground cover, except in minimal accent landscaping areas. SECTION 13. Maintenance of Living Units. Each Owner shall maintain the Living Unit and improvements upon his Lot in good condition. In particular, the exterior of all Living Units including, but not limited to, roofs, walls, windows, screening, fences, patio and garden areas, pools and pool decks, and awnings, shall be maintained by the Owner in good condition and repair and in a neat and attractive manner. SECTION 14. Signs. Except as otherwise provided in this paragraph, for as long as Developer remains the owner of any Lots within the Subject Property, no signs, banners, billboards or advertisements of any nature whatsoever shall be erected or displayed upon, or visible from, any Lot or Living Unit in the Subject Property other than by Developer. Developer, its successors, agents or designated assigns, shall have the right to maintain signs of any type and size and for any purpose in the Development. After Developer has conveyed all portions of the Subject Property and no longer owns any Lots within the Subject Property, the following provisions permitting one "For Sale" sign shall be applicable to all Lots: In order to accommodate a "For Sale" sign for a Lot or Living Unit, the Owner of a Lot shall have the right to place upon his Lot one (1), but only one (1), professionally made sign for the sale of the Lot or Living Unit. Developer or the ARC shall establish a uniform 17 F[LE NUM 2003121870 OR BOOK 04914 PAGE 0914 type or standard of the size, quality, material and content of any such sign, and any sign to be placed by an Owner on his Lot shall be professionally made in accordance with the requirements of Developer or the ARC. These requirements shall be applicable to any real estate broker involved in any manner in the sale of a Lot or Living Unit. The foregoing provisions prohibiting signs shall not apply to signs within the Subject Property or stickers on a Living Unit which are furnished by a commercial provider of security and/or alarm services notifying persons that such security and/or alarm services exist on premises for protection. Signs or stickers furnished by commercial providers of security and/or alarm services for the purpose of notifying persons that such security and/or alarm services exist on premises are permitted within the Subject Property, subject to reasonable control and limitation by the Developer and/or the ARC based upon review of the size, number and general appearance of any such signs or stickers. SECTION 15. Leasing of Living Units. No 'Living Unit may be leased or rented for a term shorter than thirty (30) consecutive days. SECTION 16. Architectural Control. Prior to the commencement of the work described therein, all building plans and specifications (including plot plan, elevations, grading plan and material lists) for the construction, alteration or addition of Living Units or any structures, or for the erection of walls, hedges or fences, and all plans for the landscaping of yards, and all plans or agreements relating to the appearance, colors and materials to be used on the exterior of a structure, shall be approved in writing by Developer or the ARC. The ARC shall be composed of three (3) or more representatives which shall be appointed by the Board of Directors. The Developer or the ARC, as the case may be, shall have the absolute right to approve or disapprove said plans for any reason including aesthetic considerations. All plans must be sent to Developer by certified or registered mail, return receipt requested, at such address as Developer may hereafter from time to time designate in writing. Any plans not disapproved within thirty (30) days after their receipt by Developer shall be deemed approved. The rights granted to Developer under this paragraph may be assigned by Developer to the ARC. SECTION 17. Developer Amendments. Modifications. Variances and Exceptions. Notwithstanding any provisions of this Declaration to the contrary, Developer, its successors and designated assigns, reserves the right and authority for a period of ten (10) years from the date of recording of this Declaration to amend, modify, or to grant exceptions or variances from any of the provisions of this Declaration, on a case by case basis, without notice to or approval by the Members of the Association, provided that such amendments, modifications, exceptions or variances shall be substantially consistent with the general uniform plan of residential development set forth in Article VI of this Decla- ration. ARTICLE VII MISCELLANEOUS SECTION 1. Term and Amendment. The terms, provisions, restrictions and easements set forth or created in this Declaration shall run with the land, regardless of 18 FILE HUM 2003121870 OR BOOK 04914 PAGE 0915 whether or not they are specifically mentioned in any deeds or instruments of conveyance for any Lots in the Development subsequent to the execution hereof and shall be binding on all parties and all persons claiming an interest in the Subject Property under such deeds for a period of fifty (50) years from the date this Declaration is recorded, after which time this Declaration shall automatically extend for successive periods of ten (10) years each, unless prior to the commencement of any ten (10) year period an instrument in writing, signed by a three-quarters (3/4) majority of the Owners of Lots in the Development, has been recorded in the Public Records which said instrument rescinds this Declaration, except as hereafter specifically provided. Subject to the provisions of Section 17, Article VI, this Declaration may not be amended without the consent of at least a two-thirds (2/3) vote of the Members as long as there is a Class B Member, and the Veterans Administration and/or the Federal Housing Administration shall have a veto authority over any such amendments as long as there is a Class B Member. No amendment of this Declaration shall be effective which requires Developer to relinquish any rights reserved to Developer under this Declaration. / SECTION 2. Fines and Enforcement. If any person, firm or corporation, or their respective heirs, personal representative, successors or assigns, shall violate or attempt to violate any provisions of this Declaration, it shall be the right of the Developer, and the Association, or any other person or persons owning any Lot in the Development to prosecute any proceeding at law or in equity against the person or persons violating or attempting to violate any term or condition of this Declaration, whether such proceeding is to prevent such persons from so doing or to recover damages. If such person is found in the proceedings to be in violation of or attempting to violate any term or condition of this Declaration, he shall bear all expenses of the litigation, including court costs and reasonable attorneys' fees (including those incurred on appeal) incurred by the party enforcing the term or condition of this Declaration. The Developer and the Association (acting through its Board of Directors) each also shall have the full right and authority to impose fines upon the Owner of any Lot who causes or permits any violations of any terms or conditions of this Declaration; any and all such fines levied by the Developer or the Association shall be secured by a lien, and shall be due, payable and enforceable' in accordance with the same provisions for any nonpayment of assessments as provided in Article V of this Declaration. Developer shall not be obligated to enforce any term or condition of this Declaration and shall not in any way or manner be held liable or responsible for any violation of any term or condition of this Declaration by any person other than itself. Failure by Developer or any other person or entity to enforce any term or condition of this Declaration upon breach thereof, however long continued, shall in no event be deemed a waiver of the right to do so thereafter with respect to such breach or as to a similar breach occurring prior or subsequent thereto. Issuance of a building permit or license, which may be in conflict with any term or condition of this Declaration, shall not prevent Developer or any Owner in the Development from enforcing any term or condition of this Declaration. ~ ,- SECTION 4. Irreparable Harm. Every Owner agrees and acknowledges that a violation of any term or condition of this Declaration by such Owner or its family members, guests, invitees, licensees, tenants or servants constitutes irreparable harm to the Developer and every other Owner in the Development and that any action at law or equity to obtain an injunction against such violation shall require no further proof of irreparable harm other than the admission herein contained. 19 FlLE MUM 2003121870 0916 OR BOOK 04914 PAGE SECTION 5. Severability. Invalidation of anyone provision contained herein by judgment or court order shall not affect any of the other provisions, which shall remain in full force and effect. SECTION 6. Governmental Authorities. All codes, rules and regulations of the City or County in which the Subject Property is located and all other applicable governmental authorities shall remain fully applicable to the Subject Property, and no restrictions or provisions contained in this Declaration shall be applied or construed in any mannerto allow any violations of all such codes, rules and regulations of the governmental authorities. IN WITNESS WHEREOF, the undersigned corporation has caused these presents to be executed in its name, under its corporate seal, by a duly authorized officer, and has executed the same on this 'i I ~, day of ') (iiA . ' 2003. Signed, sealed and delivered in the presence of: TOUSA HOMES, INC. (f/k/a ENGLE HOMES/ORLANDO, INC.), a Florida corporation -, ~'~- ~.. . - . prinL~a'~:: ~ _ '" . \. !I"'.,.,."---'~ L.I / / ~. S/------==== _ , Prtnt Name: /j:;)~ /'r.., fQ By: Name: Dan Roberts Title: Division Vice President "'-/ Date: J,. . / I ,(C'c"-'. t, '" f _ STATE OF FLORI DA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of ,2003, by Dan Roberts as Division Vice President of Tousa Homes, Inc. ,(f/~a Engle Homes/Orlando, Inc.), a Florida corporation. He ~is personally known to me, or o has produced as identification. Imprint Notary Public Rubber Stamp Seal Below Qc;la~~ Signature of Person Taking Acknowleagment Notary Public ,<;f..':'?~;;'" Anita Stahl ,,:~,@. .;~O~~ MY COMMISSION # DD111636 EXPIRES :;.~,;l May 3, 2006 "~l,; '..,. ~" BONDED THRU TROY fAIN INSURANC~ INC 't; Of: f\." __.........;.w........,\;__..______________....____ F:\USERS\Kristy\Engle Homes\Barrington Estates\Engle-Dec v3.wpd 20 FrLE MUM 2003121870 OR BOOK 04914 PAGE 0936 11.5 Proviso. .No amendment shall make any changes in the qualifications for membership nor the voting rights of Members without approval by at least a two-thirds (2/3) majority of the votes of the Members. No amendment shall be made that is in conflict with chapter 617, Florida Statutes, or with the Declaration or Articles of Incorporation. F:\USERS\Kristy\Engle HomeslBarrington Estates\Engle-Bylawsv3.wpd ".. 'Ilo 17 FILE NOM 2003121870 OR BOOK 04914 PAGE 0917 LEGAL DESCRIPTION BARRINGTON ESTATES BEGINNING AT THE NORTHEAST CORNER OF SECTION 4, TOWNSHIP 21 SOUTH, RANGE 31 EAST, RUN SOUTH 00029'58" EAST ALONG THE EAST LINE OF SAID SECTION 4, A DISTANCE OF 2473.42 FEET TO THE EAST % CORNER OF SAID SECTION 4; THENCE DEPARTING SAID EAST LINE RUN SOUTH 89051'53" WEST, ALONG THE SOUTH LINE OF THE NORTH Y2 OF SAID SECTION 4, A DISTANCE OF 25.00 FEET; THENCE DEPARTING SAID SOUTH LINE, RUN SOUTH 00021'31" EAST, A DISTANCE OF 25.00 FEET; THENCE NORTH 89051'53" EAST, A DI~TANCE OF 25.00 FEET TO A POINT ON EAST LINE OF THE SOUTHEAST % OF SAID SECTION 4; THENCE SOUTH 00021'31" EAST, ALONG SAID EAST LINE, A DISTANCE OF 306.84 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH 1/2 OF THE NORTHEAST % OF THE NORTHEAST % OF THE SOUTHEAST % OF THE SAID SECTION 4; THENCE DEPARTING SAID EAST LINE RUN SOUTH 89050'13" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 661.88 FEET TO A POINT ON THE EAST LINE OF THE EAST Y2 OF THE NORTHWEST % OF THE NORTHEAST % OF THE SOUTHEAST % OF SAID SECTION 4; THENCE SOUTH 00002'02" EAST, ALONG SAID EAST LINE, A DISTANCE OF 319.51 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF STATE ROAD 434 AS PER DEPARTMENT OF TRANSPORTATION MAP SECTION 77070, PAGES 15-19, DATED MARCH 16,1989; THENCE NORTH 89038'30"WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 331.84 FEET TO A POINT ON THE WEST LINE OF THE EAST Y2 OF THE NORTHWEST % OF THE NORTHEAST % OF THE SOUTHEAST % OF SAID SECTION 4; THENCE DEPARTING SAID NORTH RIGHT-OF-WAY LINE RUN NORTH 00007'42" EAST, ALONG SAID WEST LINE, A DISTANCE OF 648.86 FEET TO A POINT ON THE AFOREMENTIONED SOUTH LINE OF THE NORTH Y2 OF SAID SECTION 4; THENCE SOUTH 89051'53" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 269.67 FEET; THENCE DEPARTING SAID SOUTH LINE RUN NORTH 00008'07" WEST, A DISTANCE OF 20.00 FEET; THENCE NORTH 36036'08" WEST, A DISTANCE OF 148.00 FEET; THENCE NORTH 10003'05" EAST, A DISTANCE OF 152.54 FEET; THENCE NORTH 56027'33" EAST, A DISTANCE OF 122.30 FEET; THENCE SOUTH 89055'08" EAST, A DISTANCE OF 242.68 FEET;THENCE NORTH 00004'52" EAST, A DISTANCE OF 131.56 FEET; THENCE NORTH 89055'08" WEST, A DISTANCE OF 10.00 FEET;THENCE NORTH 40024'30" WEST, A DISTANCE OF 72.55 FEET; THENCE NORTH 10024'05" WEST, A DISTANCE OF 52.82 FEET; THENCE NORTH 23040'39" EAST, A DISTANCE OF 46.00 FEET; THENCE NORTH 48048'56" EAST, A DISTANCE OF 238.46 FEET; THENCE NORTH 48015'41" EAST, A DISTANCE OF 155.01 FEET; THENCE NORTH 49054'51" EAST, A DISTANCE OF 78.20 FEET; THENCE NORTH 45042'43" EAST, A DISTANCE OF 67.15 FEET; THENCE NORTH 47000'55" EAST, A DISTANCE OF 185.70 FEET; THENCE NORTH 26010'25" EAST, A DISTANCE OF 140.00 FEET; THENCE SOUTH 63049'35" EAST, A DISTANCE OF 84.00 FEET; THENCE SOUTH 00029'51" EAST, A DISTANCE OF 43.91 FEET; THENCE NORTH 89030'09" EAST, A DISTANCE OF 69.12 FEET; THENCE NORTH 00029'51" WEST, A DISTANCE OF 50.00 FEET; THENCE NORTH 89030'09" EAST, A DISTANCE OF 40.00 FEET; THENCE NORTH 00029'51" WEST, A DISTANCE OF 266.19 FEET; THENCE SOUTH 89030'09" WEST, A DISTANCE OF 71.26 FEET; THENCE NORTH 49059'15" WEST, A DISTANCE OF 125.28 FEET; THENCE NORTH 29031'36" WEST, A DISTANCE OF 73.57 FEET; THENCE NORTH 72017'44" WEST, A DISTANCE OF 93.09 FEET; THENCE NORTH 87010'19" WEST, A DISTANCE OF 114.90 FEET; THENCE NORTH 20016'25" WEST, A DISTANCE OF 37.86 FEET; THENCE NORTH 23033'50" EAST, A DISTANCE OF 60.29 FEET; THENCE SOUTH 6r59'OO" EAST, A DISTANCE OF 43.28 FEET; THENCE NORTH 6~034'58" EAST, A DISTANCE OF 80.45 FEET; THENCE NORTH 56017'02" EAST, A DISTANCE OF 141.54 FEET; THENCE SOUTH 84021'37" EAST, A DISTANCE OF 125.26 FEET; THENCE NORTH 59050'17" EAST, A DISTANCE OF 129.11 FEET;THENCE NORTH 00048'38" WEST, A DISTANCE OF 97.14 FEET; THENCE NORTH 02026'00" WEST, A DISTANCE OF 473.21 FEET TO A POINT ON THE NORTH LINE OF THE NORTHEAST 1/4 OF SAID SECTION 4; THENCE RUN NORTH 88041'05" EAST, ALONG SAID NORTH LINE, A DISTANCE OF 171.55 FEET TO A POINT OF BEGINNING. EXHIBIT A : FILE NUM 2003121870 OR BOOK 04914 PAGE 0918 Electronic Articles of Incorporation N03000005863 FILED For July 1 q, 2003 Sec. aT State BARRINGTON EST A TES HOMEOWNERS ASSOCIATION, INC. The undersigned incorporator, for the purpose of fonning a Florida not-for- profit corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: BARRINGTON ESTATES HOMEOWNERS ASSOCIATION, INC. Article II The principal place of business address: 11315 CORPORATE BLVD. SUITE 250 ORLANDO, FL. US 32817 The mailing address of the corporation is: 11315 CORPORATE BLVD. SUITE 250 ORLANDO, FL. US 32817 Article III The specific purpose for which this corporation is organized is: HOMEOWNER ASSOCIA nON Article IV The manner is which directors are elected or appointed is: WRlTTEN BALLOT Article V The name and Florida street address of the registered agent is: DAN ROBERTS 775 S. KIRKMAN ROAD SUITE 117 ORLANDO, FL. 32811 EXHIBIT B FILE NUM 2003121870 . OR BOOK 04914 PAGE 0919 I certify that I am familiar with and accept the responsibilities of N03000005863 . t d t FILED regIs ere agen. July 10 2003 Sec. Of'State Registered Agent Signature: DAN ROBERTS Article VI The name and address of the incorporator is: DAN ROBERTS 775 S. KIRKMAN ROAD SUITE 117 ORLANDO, FL 32811 Incorporator Signature: DAN ROBERTS Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: P WILLIAM T CARMICHAEL 11315 CORPORATE BLVD., SUITE 250 ORLANDO, FL. 32817 US Title: S JEANNINE HERNDON 11315 CORPORATE BLVD., SUITE 250 ORLANDO, FL. 32817 US Article VIII The effective date for this corporation shall be: 07/10/2003 '. '. t-- FILE NOM 2003121870 OR BOOK 04914 PAGE 0920 BYLAWS OF BARRINGTON ESTATES HOMEOWNERS ASSOCIATION, INC. A NONPROFIT ORGANIZATION 1. Definitions. When used in these Bylaws, the terms defined in the Articles of Incorporation of the Association (the "Articles") and the Declaration of Covenants, Conditions and Restrictions for BARRINGTON ESTATES (the "Declaration") shall have the same meanings as in the Articles and the Declaration. 2. Identity. These Bylaws, together with the Articles and the Declaration shall be sometimes referred to as the "governing documents" of the Association. 2.1 Office. The office of the Association shall be located at 775 S. Kirkman Road, Suite 117, Orlando, Florida 32811, or at such other place as may be designated from time to time by the Board of Directors. 2.2 Fiscal Year. The fiscal year of the Association shall be the calendar year. 2.3 Seal. The seal of the Association shall bear the name of the corporation, the word "Florida", the words "Corporation not for profit", and the year of incorporation. 3. Members. 3.1 Qualification. The members of the Association shall consist of every Owner, including the Developer, and in the case of multiple Owners, every group of record Owners, of Lots in the Property. The foregoing is not intended to include persons or entities who hold an interest merely as security for performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of the Lot. A Member does not have the authority to act for the Association by virtue of being a Member. A Member may act only through its voting rights or as is otherwise specifically set forth herein. 3.2 Change of Membership. Change of membership in the Association shall be established by recording in the Public Records of the County in which the Property is located a deed or other instrument establishing record title to a Lot under the jurisdiction of the Association. The Owner designated as grantee by such instrument thus becomes a Member of the Association and the membership of the prior Owner is terminated. The new Owner shall notify the Association of such property transfer and furnish the Association a copy of the recorded deed, the new Owner's address, and the Owner's local agent, if any, in the event the Owner is located outside the Stare of Florida. Any notice requirements set out in these Bylaws and in the Articles shall be deemed to be complied EXHIBIT C F[LE NUM 2003121870 OR BOOK 04q14 PAGE 0921 with if notice to an Owner is directed to the address of said Owner as then reflected in the Association's records. 3.3 Voting Rights. Every Member of the Association, including the Developer, shall have one (1) vote for each Lot to which it holds title. Notwithstanding the foregoing, the Declaration or the Articles may provide for "Class A" Members and "Class B" Members, in which case such Members shall have the number of votes as designated therein. 3.4 Designation of Voting Representative. If a Lot is owned by one person or entity, its rights to vote shall be established by the record title to the Lot. If a Lot is owned by more than one person or entity, the person entitled to cast the votes for the Lot shall be designated by a certificate signed by all of the record Owners of the Lot and filed with the Secretary of the Association. If a Lot is owned by a general or limited partnership, the person entitled to cast the votes for the Lot shall be designated by a certificate of appointment signed by one of the general partners and filed with the Secretary of the Association. If a Lot is owned by a corporation, the person entitled to cast the votes for the Lot shall be designated by a certificate of appointment signed by the President or Vice President of the corporation and filed with the Secretary of the Association. If a Lot is owned in trust, the person entitled to vote for the Lot shall be designated by a certificate of appointment signed by the trustee of record for the trust and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the Lot concerned. A certificate designating the person entitled to cast the votes of a Lot may be revoked in writing by any Owner thereof. Provided, however, that no Lot shall vote in excess of the voting rights allocated to that Lot pursuant to the Declaration. 3.5 Approval or Disapproval of Matters. Whenever the decision of an Owner is required upon any matter, whether or not the subject of an Association meeting, such decision shall be expressed by the same person who would cast the votes of such Owner if at an Association meeting, unless the joinder of record Owners is specifically required by the Declaration, the Articles, or by these Bylaws. 3.6 Restraint Upon Assianment of Shares in Assets. The share of a Member in the funds and assets of the Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to that Owner's Lot. 4. Members' Meetings. 4.1 Annual Members' Meetings. The annual Members' meeting shall be held each yearforthe purpose of appOinting or electing Directors, if applicable in that year, and of transacting any other business authorized to be transacted by the Members. The Board of Directors shall determine the date, time and place to hold the annual meeting. 2 FILE NUM 2003121870 OR BOOK 04914 PAGE 0922 4.2 Special Members' Meetings. Special meetings ofthe Members must be held when called by the Board of Directors, or by the holders of at least twenty percent (20%) of the total voting interest of the Association. Business conducted at a special meeting is limited to the purposes described in the notice of the meeting. 4.3 Notice of All Meetings of Members. Written notice of a meeting stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided not less than ten (10) or more than sixty (60) days before the date of the meeting. Notice shall be provided: (a) by posting such notice in a conspicuous place in the Property; (b) by hand delivery; or (c) by first-class mail. Notice shall be provided by or at the direction of the President, the Secretary, or the officer or persons calling the meeting. If the meeting notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class. If mailed or hand deJivered, such notice shall be deemed to be delivered when placed in the Member's mailbox or deposited in the United States mail addressed to the Member at its address as it appears on the books of the Association. 4.4 Quorum. A quorum at Members' meetings shall consist of thirty percent (30%) of the total voting interest in the Association, whether represented in person or by proxy. If a quorum is present, the affirmative vote of a majority of votes represented at a meeting in person or by proxy shall constitute the acts of the Members, except when approval by a greater number of Members is required by the Declaration, these Bylaws, the Articles, or by law. When a specified item of business is required to be voted upon by a particular class of Members, if applicable, thirty percent (30%) of the votes of such class of Members shall constitute a quorum for the transaction of such item of business by that class. After a quorum has been established at a Members' meeting, the subsequent withdrawal of Members so as to reduce the number of votes at the meeting below the number required for a quorum shall not affect the validity of any action taken at the meeting or any adjournment thereof. 4.5 Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting, or his duly authorized attorney-in-fact; may do so in person or may authorize another person or persons to act for him by proxy. Every proxy must be dated, must state the date, time and place of the meeting for which it was given and must be signed by the authorized person who executed the proxy. A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires ninety (90) days after the date of the meeting for which it was originally given. Every proxy shall be revocable at any time at the pleasure of the Member executing it and shall expire upon the transfer of title to the Lot giving rise to the voting rights to which the proxy pertains. The authority of the holder of a proxy to act shall not be revoked by the incompetence ordeath of the Memberwho executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Association officer responsible for maintaining the list of Members. If the 3 FILE NOM 2003121870 OR BOOK 04914 PAGE 0923 proxy form expressly so provides, any proxy holder may appoint, in writing, a substitute to act in his place. 4.6 Adiourned Meetings. When an annual or special meeting is adjourned to a different date, time or place, the new date, time and place to which the meeting is adjourned must be announced at the meeting at which the adjournment is taken, or notice must be given of the new date, time and place pursuant to Section 4.3 hereof. Any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with the Bylaws to Members entitled to vote at such meeting who were not Members as of the previous record date. 4.7 Order of Business. The order of business at annual Member's meetings, and as far as practical at all other Member's meetings, shall be: (a) Calling of the roll and certifying of proxies; (b) Proof of notice of meeting or waiver of notice; (c) Reading and disposal of any unapproved minutes; (d) Reports of officers; (e) Reports of Committees; (f) Appointment of Directors, when applicable; (g) Appointment of Nominating Committee; (h) Unfinished business; (i) New business; and U) Adjournment. 4.8 Minutes of Meetings. The Association shall maintain minutes of each meeting of the Members and of the Board of Directors in written form or in another form which can be converted into written form within a reasonable time. The minutes shall be kept in a book available for inspection by Members or their authorized representatives at any reasonable time. The Association shall retain these minutes for a period of not less than seven (7) years. A vote or abstention from voting on each matter voted upon for each Director present at a Board meeting must be recorded in the minutes. 4 FILE NOM 2003121870 OR BOOK 04914 PAGE 0924 5. Board of Directors. 5.1. GoverniRg Body. The affairs of the Association shall be governed and managed by the Board of Directors, which shall be appointed or elected as set forth herein. 5.2. Initial Board. The initial Board shall be comprised of three (3) Directors appointed by the Developer. Their terms shall be governed as set forth herein, except that each initial Director may be reappointed at the Developer's discretion, if otherwise permitted by these Bylaws. 5.3. Maiority Appointed. Thereafter, the Developer may continue to appoint at least a majority of the Board until the earlier of: (a) Three (3) months after ninety percent (90%) of the Lots that will be ultimately operated by the Association have been conveyed to Members other than the Developer (not including builders, contractors or others who purchase a Lot for the purpose of constructing improvements thereupon for resale); or (b) The time at which such other percentage of Lots has been conveyed to Members other than the Developer (not including builders, contractors or others who purchase a Lot for the purpose of constructing improvements thereupon for resale) in order to comply with the applicable requirements of any governmental chartered entity (HUDNA) regarding mortgage financing of Lots. 5.4 Less Than Maiority Appointed. The Developer is entitled to appoint at least one (1) Director to the Board so long as the Developer holds for sale in the ordinary course of business at least five percent (5%) of the Lots that will be ultimately operated by the Association. After the Developer relinquishes control of the Association, the Developer may continue to exercise its voting rights for any remaining Lots held by it in the same manner as any other Member, except for purposes of reacquiring control of the Association or selecting a majority of the Board of Directors. 5.5. RiQht of Members Other Than Developerto Elect Board. The right of Members of the Association other than the Developer to elect members of the Board pursuant to Sections 5.3 and/or 5.4 shall be exercised at the next scheduled annual meeting of the Members. 5.6 Number.' The Board at all times shall consist of not less than three (3) nor more than nine (9) Directors. After such a time as the Developer no longer is entitled to appoint a member of the Board pursuant to Section 5.4 above, the number of members may be increased from time to time to a maximum of nine (9) members; 5 FILE NUM 2003121870 OR BOOK 04914 PAGE 0925 provided, however, the established number of Board members shall always be an odd number. In the event that the number of members of the Board of Directors is changed, such changes in number shall be implemented in such a manner as to have as nearly equal in number as possible the number of Directors whose terms expire in any given year. All directorships shall expire during any given three (3) year period. 5.7 Term of Office. Except for the initial Board of Directors which may serve until such time allowed hereunder, the term of office of each Director shall be for staggered terms of three (3) years each. Each Director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. 5.8 Removal. Any Director may be removed from the Board, with or without cause, by vote or agreement in writing by a majority of all votes of the membership. In the event of the death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. 5.9 Director's Fees. Directors shall serve without compensation or fees; provided, however, nothing herein shall be deemed to prevent reimbursement of out-of- pocket expenses approved by the Board and incurred on behalf of the Association. 5.10 Election. Elections of the Directors must be conducted in accordance with these Bylaws. All members of the Association shall be eligible to serve on the board. Election to the Board of Directors shall be by written ballot as hereinafter provided. At such election, the Members or their proxies may cast, in respect of each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles. The names receiving the largest number of votes cast by eligible voters for each vacancy shall be elected. 5.11 Nominations. Nominations for election to the Board of Directors shall be made by a Nominating Committee which shall be one of the standing committees of the Association. Notwithstanding the foregoing, a Member may nominate himself as a candidate for the Board at a meeting where the election is to be held. 5.12 Nominatinq Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting and such appointment shall be announced at each such annual meeting. 5.13 Duties of Nominating Committee. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such 6 FlUE MUM 2003121870 OR BOOK 04914 PAGE 0926 nominations may be made from among Members or officers, Directors or agents of the Developer, as the Committee in its discretion shall determine. Separate nominations shall be made for each vacancy to be filled. Nominations shall be placed on a written ballot as provided in Section 5.14 and shall be made in advance of the time fixed in Section 5.14 for the mailing of such ballots to Members. 5.14 Ballots. All elections to the Board of Directors shall be made on written ballot which shall: (a) describe the vacancies to be filled; (b) set forth the names of those nominated by the Nominating Committee for each such vacancy; and / (c) contain a space for a write-in vote by the Members for each vacancy. Such ballots shall be prepared and mailed by the Secretary to the Members at least fourteen (14) days in advance of the date set forth therein for a return (which shall be a date not later than the day before the meeting at which the vote is to be taken). 5.15 Number of Ballots. (a) Class A. Each Class A Member, if applicable, shall receive as many ballots as it has votes. Notwithstanding that a Member may be entitled to several votes, it shall exercise on anyone ballot only one vote for each vacancy shown thereon. The completed ballots shall be returned as follows: (1) Each ballot shall be placed in a sealed envelope marked "Ballot" but not marked in any other way; (2) Each such "Ballot" envelope shall contain only one ballot; (3) The Members shall be advised that, because of the verification procedures of Section 5.16 the inclusion of more than one ballot in anyone "Ballot" envelope shall disqualify the return; and (4) Such "Ballot" envelope, or envelopes (if the Member or his proxy is exercising more than one vote), shall be placed in another sealed envelope which shall bear on its face the name and signature of the Member or his proxy, the number of ballots being returned, and such other information as the Board of Directors may determine will serve to establish his 7 FILE MUM 2003121870 OR BOOK 04914 PAGE 0927 right to cast the vote or votes presented in the "Ballot" or "Ballots" contained therein. The ballots shall be returned to the Secretary at the address of the Association. (b) Class B. Each Class B Member, if applicable, shall receive one ballot upon which all votes held by each Class B Member may be exercised. If there are no separate classes of Members, each Member shall receive one ballot upon which all votes held by that Member may be exercised. 5.16 Election Committee: Counting of Ballots. Upon receipt of each return, the Secretary shall immediately place it in a safe or other locked place until the day set for the meeting at which the elections are to be held. On that day, the unopened external envelopes containing the "Ballot" envelopes shall be turned over to an Election Committee which shall consist of three (3) members appointed by the Board of Directors. The Election Committee shall then: (a) establish that external envelopes were not previously opened or tampered with in any way; (b) open the external envelopes to establish that the number of envelopes therein marked "Ballot" corresponds to the number of votes allowed to the Member or his proxy identified on the external envelope; (c) confirm that the signature of the Member or his proxy on the outside envelope appears genuine; and (d) if, the vote is by proxy, determine that a proxy has been filed with the Secretary. Such procedure shall be taken in such manner that the vote of any Member or his proxy shall not be disclosed to anyone, even the Election Committee. The opened external envelopes shall thereupon be placed in a safe or other locked place and the Election Committee shall proceed to the opening of the "Ballot" envelopes and the counting of the votes. If any "Ballot" envelope is found to contain more than one ballot, all such ballots shall be disqualified and shall not be counted. Ballots shall be retained for such period of time after the election as shall be deemed prudent by the Board of Directors. 5.17 Recording. Any Member may tape record or videotape meetings of the Board of Directors and meetings of the Members; provided, however, that the Board of Directors may adopt reasonable rules governing the taping of meetings of the Board and the membership. . ~. 8 FILE MUM 2003121870 OR BOOK 04914 PAGE 0928 6. Meetinas of Directors. 6.1 Meetings. A meeting of the Board of Directors occurs whenever a quorum of the Board gathers to conduct Association business. Regular and special meetings of the Board are open to all Members except meetings between the Board and its attorney to discuss proposed or pending litigation where the contents of the discussion are governed by the attorney-client privilege. 6.2 Reaular Meetings. Regular meetings of the Board of Directors shall be held as may be determined by the Board and upon giving notice to the Members as set forth in Section 6.4 hereof, at such place and hour as may be fixed from time to time by resolution of the Board. If the day for such regular meeting is a legal holiday, then the meeting shall be held at the same time on the next day that is not a legal holiday. 6.3 Special Meetinas. Special meetings of the Directors may be called by the Chairman of the Board, by the President of the Association, or by any two (2) Directors upon giving notice to the Members as set forth in Section 6.4. Additionally, not less than two (2) days' notice of the special meeting shall be given to each Director personally or by first-class mail, telegram, or cablegram, which notice shall state the time, place and purpose of the meeting. 6.4. Notice to Members. Notices of all regular or special Board meetings may be posted in a conspicuous place on the Property at least seventy-two (72) hours in advance of any such meeting, except in an emergency. In the alternative, notice may be mailed or delivered to each Member at least seven (7) days prior to the meeting, except in an emergency. Notwithstanding the foregoing, in the event the Association has 100 or more Members, the notice requirement for Board meetings may be satisfied by either publishing said notice in a newspaper widely circulated in the community where the Property is located or by providing each Member with a schedule of Board meetings on an annual basis. The notice for any Board meeting at which an assessment will be levied must include a statement that an assessment will be considered and the nature of the assessment. The notice requirements set forth in this section also apply to meetings of any committee or similar body, including any body vested with the power to approve or disapprove. architectural decisions with respect to any Lot. 6.5. Manner of Voting. Directors may not vote by proxy or secret ballot at Board meetings, except that secret ballots may be used in the election of officers. 6.6. Waiver of Notice of Directors. The transaction of any business at any meeting of the Board of Directors, however called and noticed to the Directors, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present, if it was properly noticed to the Members, and, if either before or after the meeting, each of the Directors not present signs a written waiver of 9 FILE NUM 2003121870 OR BOoK 04914 PAGE 0929 notice, or a consent to the holdings of such meeting, or an approval of the minutes thereof. All such waivers, consents or approval shall be filed with the Associations' records and made a part of the minutes ot the meeting. Other than as set forth in Section 6.4 above with regard to assessments, neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 6.7 Defects in Notice to Director or Members. etc. Waived by Attendance. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Likewise, attendance of a Member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Member states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting, including any Members, can hear each other at the same time. Participating by such means shall constitute presence in persons at a meeting 6.8 Quorum. A quorum at Directors' meetings shall consist of a majority of all votes of the entire Board of Directors. The acts approved by a majority of those votes represented at a meeting at which a quorum is present shall constitute the act of the Board of Directors, except where approval by a greater number of Directors is required by the Declaration, the Articles, or these Bylaws. 6.9 Adiourned MeetinQs. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meting are announced at the time of the adjournment, to the other Directors and to the Members as required by Section 6.4. 6.10 Action by Directors Without a Meeting. Any action required to be taken at a meeting of the Directors or a committee thereof, may be taken without a me~ting, if such action is noticed to the Members as required by Section 6.4 and if a consent in writing setting forth the action so to be taken signed by all of the Directors or all of the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote. 10 FILE MUM 2003121870 OR BOOK 04914 PAGE 0930 6.11 Presiding Officer. The presiding officer of Directors' meetings shall be the President. In the absence of the President, the Vice President shall preside, and in the absence of both, the Directors present shall designate one of their number to preside. 6.12 Powers and Duties of Board of Directors. All of the powers and duties of the Association existing under Chapter 617, Florida Statutes, the Declaration, the Articles, and these Bylaws, shall be exercised by the Board of Directors, subject only to approval by Members when such is specifically required. 7. Officers. 7.1 Officers and Election. The executive officers of the Association shall be a President, who shall be selected from the Board of Directors, a Vice-President, who also shall be selected from the Board of Directors, a Treasurer, and a Secretary, all of whom shall be elected annually by the Board of Directors and who may be peremptorily removed by vote of the Directors at any meeting. Any person may hold two or more offices except that the President shall not also be the Secretary. The Board of Directors shall from time to time elect such other officers and designate their powers and duties as the Board shall find necessary or convenient to manage properly the affairs of the Association. 7.2 President. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of President of an Association, including but not limited to the power to appoint committees from among the Members from time to time as he may in his discretion determine appropriate to assist in the conduct of the affairs of the Association. He shall serve as chairman of all Board and Members' meetings. 7.3 Vice President. The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors. 7.4 Secretary. The Secretary shall keep the minutes of all proceedings of the Directors and the Members. He shall attend to the giving and serving of all notices to the Members and Directors and other notices required by law. He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of Secretary of an Association and as may be required by the Directors or the President. The duties of the Secretary may be fulfilled by a manager employed by the Association. 7.5 Treasurer. The Treasurer shall have custody of all property of the Association, including funds, securities, and evidences of indebtedness. He shall keep the books of the Association in accordance with good accounting practices and provide for 11 FILE NUM 2003121870 OR BOOK 04914 PAGE 0931 collection of assessments; and he shall perform all other duties incident to the office of Treasurer. The duties of the Treasurer may be fulfilled by a manager employed by the Association. 7.6 Compensation. The compensation, if any, of the officers shall be fixed by the Board of Directors. 8. Books and Records. 8.1 Official Records. The Association shall maintain within the State of Florida each of the following, which shall constitute the official records of the Association: (a) Copies of any plans, specifications, permits, and warranties related to improvements constrLJcted on the common areas or other property that the Association is obligated to maintain, repair or replace; (b) A copy of the Bylaws of the Association and of each amendment to the Bylaws; (c) A copy of the Articles of Incorporation of the Association and of each amendment thereto; (d) A copy of the Declaration of Covenants and a copy of each amendment thereto; (e) A copy of the current rules of the Association; . (f) The minutes of all meetings of the Board of Directors and of the Members, which minutes must be retained for at least seven (7) years; (g) A current roster of all Members and their mailing addresses and Lot identification; (h) All of the Association's insurance policies or a copy thereof, which policies must be retained for at least seven (7) years; (i) A current copy of all contracts to which the Association is a party, including, without limitation, any management agreement, lease or other contract under which the Association has any obligation or responsibility. Bids received by the Association for work to be performed must also be considered official records and must be kept for a period of one (1) year; and 12 FILE NUM 2003121870 OR BOOK 04914 PAGE 0932 Q} The financial and accounting records of the Association, kept according to good accounting practices. All financial and accounting records must be maintained for a period of at least seven (7) years. The financial and account records must include: 1. Accurate, itemized, and detailed records of all receipts and expenditures; 2. A current account and a periodic statement of the account for each Member, designating the name and current address of each Memberwho is obligated to pay assessments, the due date and amount of each assessment or other charge against the Member, the date and the amount of each payment on the account, and the balance due; 3. All tax returns, financial statements, and financial reports of the Association; and 4. Any other records that identify, measure, record or communicate financial information. 8.2. Insoection and Copying. The official records shall be open to inspection and available for photocopying by Members or their authorized agents during reasonable business hours, at the principal office of the Association, or on the Property, within ten (10) business days after receipt of a written request for access. Such inspection must take place within the presence of an agent of the Association. The Association shall provide copies of any of the official records to any Member or its authorized agent, within ten (10) business days after receipt of a written request for such copies, and may charge a fee for providing such copies, which shall include the costs of copying. 8.3. Cooies. The Association shall maintain an adequate number of copies of the Declaration, the Articles and the Bylaws, to ensure their availability to Members and prospective Members, and may charge the cost of reproducing and furnishing these documents to those persons entitled to receive them. 9. Fiscal Manaqement. The provisions for fiscal management of the Association are governed by the following provisions: 9.1 Accounts. The receipts and expenditures of the Association shall be credited and charged to accounts under the following classifications and any other classifications as shall be appropriate, when authorized and approved by the Board of Directors. The receipts shall be entered by the amounts of receipts by accounts and receipt classifications, and expenses by the amounts of expenses by accounts and expense classifications. 13 .. " .. FILE MUM 2003121870 OR BOOK 04914 PAGE 0933 (a) Current Expense. The current expense account shall include all receipts and expenditures to be made within the yea rfo r which the expense$ are budgeted and may include a reasonable allowance for contingencies and working funds. The balance in this fund at the end of each year shall be applied to reduce the assessments for current expense for the succeeding year or to fund reserves. This may include but not be limited to: (1) Professional, administration and management fees and expenses; (2) Taxes on Common Property; (3) Expense for utility services and maintenance expense relating to the Common Property; (4) Insurance costs; (5) Administrative and salary expenses; (6) Operating capital; and (7) Other expenses. (b) Reserve for Deferred Maintenance. If required by the Board of Directors, there shall be established a reserve account for deferred maintenance which shall include funds for major maintenance items which are the obligation of the Association and which occur less frequently than annually. (c) Reserve for Replacement. If required by the Board of Directors, there shall be established a reserve account for replacement which shall include funds for repairs for replacements which the Association is obligated to make resulting from damage, depreciation or obsolescence. 9.2 Budget. The Board of Directors shall adopt an operating budget for the Property in advance for each calendar year. The budget must reflect the estimated revenues and expenses for that year and the estimated surplus or deficit as of the end of the current year. The budget must set out separately all fees or charges for recreational amenities, if any, whether owned by the Association, the Developer or another person. The budget shall be prepared utilizing the categories for current expenses and reserves set forth in Section 9.1 above. The Association shall provid~ each Member with a copy of the annual budget or a notice that a copy of the budget is available upon request at no charge. The copy must be provided within ten (10) business days after receipt of awritten 14 . , , FILE NUM 2003121870 OR BOOK 04914 PAGE 0934 request for such copy. 9.3 Assessments. The manner in which expenses of the Association are shared, and the Members proportionate share thereof, are set forth in the Declaration. Assessments levied pursuant to the annual budget or special assessments must be in the Members proportional share of expenses as described in the Declaration, which share may be different among classes of Members, based upon relevant factors which may include the state of development thereof or level of services received by a class of Members. The Board of Directors shall establish the amount of the assessments based upon the annual budget each year; the Board also shall establish and notify the Members of the frequency and/or due dates of the assessments established under the annual budget. If an annual assessment is not levied as required, an assessment shall be presumed to have been levied in the amount of the last prior assessment, and such assessments shall be due at the same time( s) in the year as the prior year. I n the event the annual assessments prove to be insufficient, the budget and assessments may be amended at any time by the Board of Directors. 9.4 Acceleration of Assessment Installments Upon Default. Installments of assessments are due upon receipt by each Owner of the bill therefor. If an Owner shall fall more than fifteen (15) days in arrears in the payment of an installment of the annual assessment, the Board of Directors may provide written demand to the said Owner specifying that, if the overdue installment or installments are not paid within twenty (20) days from the receipt for the said written demand, then the Board of Directors shall be deemed to have declared the sums to be delinquent and to have accelerated the remaining installments of the annual assessment as of the said twentieth (20th) day, without further notice or demand. The unpaid balance of the delinquent installment, and upon acceleration of the unpaid balance of the annual installment, the entire unpaid balance of the annual assessment, shall bear interest from the date due until paid at the highest rate allowed by law, or at such lesser rate as may be adopted and uniformly applied by the Board. In addition, any payment of assessments not made within thirty-five (35) days after the due date thereof shall become a lien upon the Lot upon the recordation by the Association or its agent of a Claim of Lien setting forth the amount due and the description of the Lot intended to be encumbered. The said lien shall also secure all costs of collection including, without limitation, costs of legal action and the Association's reasonable attorneys' fees, including said costs and fees upon appeal, as well as subsequent installments which are thereafter unpaid when due and while the lien remains unsatisfied. The lien may be foreclosed in the same manner as a mortgage upon real estate, or the Association, without waiving the right of foreclosure, may pursue collection directly against the affected Owner. -0 9.5 Depository. The depository of the Association will be such banks as shall be designated from time to time by the Directors and the withdrawal of monies from such accounts shall be only by checks signed by such persons as authorized by the Directors; provided, however, that the provisions of a management agreement between the Association and a manager relative to the subject matter of this section shall supersede 15