Loading...
HomeMy WebLinkAboutScenic Meadows PUD - CC&RsJackson County Official Records 20p6.037239 R-DR Cnt=1 stn=10 ,4~ONZOK~/25~2006 11:15:35 AM $180.00 $5.00 $11.00 Total:$196.00 01207368200600372390360366 I, Kathleen S. Beckett, County Clerk for Jackson County, Oregon, certiry that the instrument Identified herein was recorded in the Clerk records. Kathleen S. Beckett -County Clerk DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD A PLANNED COMMUNITY Grout & Associates LLC ("Declarant") is the Owner in fee simple of that real property (the Project) otherwise known as Assessor's Map No. 37-2W-03AC, Tax Lot 100 and Tax Lot 9900 ended Plat of Scenic Meadows subdivision located in the northeast 1/4 of Section 3, Township 37 S, Range 2W, Willamette Meridian, City of Central Point, Jackson County, Oregon. ~'' Recitals, Intent and Purpose It is the desire and intention of Declarant initially to subdivide the Project, subject to the covenants, conditions and restrictions set forth in this Declaration, into 20 residential lots, with a five-foot buffer and Common Area which shall be controlled by the Homeowner Association (HOA) and maintained as open space. The Project is more fully described as set forth in "Exhibit A." Declarant intends by this Declaration to impose upon the Project, subject to this Declaration, mutually beneficial restrictions under a general plan of improvement for the benefit of all Owners of residential property within. Declarant desires to provide a flexible and reasonable procedure for the overall development of the property, and to establish a method for the administration, preservation, use, and enjoyment of such property as is now or may hereafter be submitted to this Declaration. This Project is governed by the approvals and entitlements ("Approvals") referenced in Jackson County Planning File PUD 04015. It is intended that this Declaration comply with all requirements and conditions of said Approvals and nothing in this Declaration shall be interpreted or construed as to be in conflict with those Approvals. Should any conflict exist, it shall be resolved consistent with the terms of the above-referenced Approvals. Declaration NOW, THEREFORE, Declarant hereby declares that the Project shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved, subject to the following DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 1 covenants, conditions and restrictions, all of which are in furtherance of a plan for the subdivision, improvement and sale of the Project and of enhancing and perfecting the value, desirability and attractiveness of the Project. All of the covenants, conditions and restrictions herein set forth shall run with the Project and shall be binding on all parties having or acquiring any right, title or interest in the Project or any part thereof, and shall be for the benefit of each Owner of any portion of the Project, or any interest therein, and shall inure to the benefit of and be binding upon each successor in interest of such Owners. This Planned Community is subject to the governing statutes set forth in ORS 94.550 to 94.783. Association Bylaws adopted under ORS 94.625 shall be recorded along with this Declaration. This is the only phase of the Project's development. Certain Landscape Areas will be maintained by the Homeowners Association (HOA). A condition of the Approvals is to obtain and comply with a final landscaping plan, the maintenance of which shall be the obligation of the HOA. Name The name by which the Project shall be known as is Scenic Meadows PUD, A Planned Community. It is a Class II Planned Community, as defined in ORS 94.550. DEFINITIONS In addition to the terms defined in ORS, Chapter 94, and elsewhere defined herein, the following terms shall have the following meanings whenever used in this Declaration: 1.1 Declarant. Grout & Associates LLC, its successors and assigns. 1.2 Owner. The record Owner of a Lot, or Owners if more than one Lot, including Declarant and including a vendee under a recorded land sale contract or recorded memorandum of land sale contract. 1.3 Property. The real property known as 372 W03AC, tax lot 100 and tax lot 9900, more specifically described on "Exhibit A" attached hereto. 1.4 The Project. The property subject to this Declaration. 1.5 Lot. That portion of the Project conveyed or to be conveyed by the Declarant to an individual Owner in fee simple. For the purposes of this Declaration, a Lot shall exist from and after the date of recording an instrument making such Lot subject to this Declaration. 1.6 Dwellin Unit. The residential structure, including any garage, carport, patio, lanai or other physical appurtenance to such structure, constructed on a Lot by the Declarant or an Owner. 1.7 Common Area. The Common Areas are as identified on the Final Plat, including but not limited to, open space and buffers, and shall be maintained by the Association. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PACE 2 1.8 Association or "HOA". Scenic Meadows Homeowners Association, Inc., an Oregon nonprofit corporation. 1.9 Board. The Board of Directors of the Association. 1.10 Articles; Bylaws. The Articles of Incorporation and Bylaws of the Association. The Bylaws are marked "Exhibit B," incorporated herein and made a part hereof. 1.11 Declaration. This Declaration, as from time to time amended or supplemented. 1.12 Mort~a~e. A Mortgage or a deed of trust of record encumbering a Lot. The term "Mortgagee" shall include the beneficiary under a deed of trust and the vendor under a recorded land sale contract or recorded memorandum of land sale contract. 1.13 Architectural Committee. The Architectural Conunittee as created pursuant to Section 6 of this Declaration. 1.14 Code. The municipal code of the City of Central Point, Oregon. 1.15 Successor Owner. An Owner who purchases a lot, or lots, from the Declarant. 2. USE RESTRICTIONS The use of the Lots and the Common Area shall be restricted in accordance with the following provisions in addition to all other covenants, conditions and restrictions herein contained. 2.1 Residential Use. The Lots and Dwelling Units shall be used for residential purposes only as approved by the Architectural Committee pursuant to Section 6 and in conformance with the initial design standards of Section 6.3, except as specifically provided for in this Declaration. No mobile, modular or manufactured dwelling shall be allowed on any Lot. This Section 2.1 and Section 2.3 shall not exclude the construction of a private greenhouse, storage unit, private swimming pool or shelter for the protection of such swimming pool or storage of a boat and /or personal use camping trailer. All such improvements must be located in conformance with all applicable municipal regulations and be compatible in design with the residential construction on the subject lot and adjacent lots as determined by the Architectural Committee. 2.2 Maintenance. Each Owner shall maintain and keep his Dwelling Unit and Lot in a clean, sanitary and attractive condition. Landscaping on each Lot shall be maintained in at least as good or better quality in design and nature of planting as is required by the Architectural Committee at the time of initial construction of a dwelling on the Lot. Each Owner is also responsible for the maintenance and upkeep of that portion of landscape planting strip that is immediately adjacent to his Lot. If the Owner fails to maintain his/her Dwelling Unit and Lot, the planting strip or any landscaping required by the Approvals, as required herein, the Association shall have the right to go ~ upon the Owner's Lot and perform such maintenance pursuant to the Association's authority set DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 3 forth in Section 3.6 hereof. The costs incurred by the Association shall be assessed against the Lot as a special assessment pursuant to Section 4.4. Owner of Lot 1, that property that abuts North Third Street, shall be required to landscape with trees planted 20 feet on center and maintain said landscaping. 2.3 Commercial or Agricultural Use. No industry, business, trade, occupation or profession of any kind, shall be conducted, maintained or permitted on any part of the Project, unless specifically allowed by this Declaration, approved by the Homeowner Association prior to operation and permitted and approved as a home occupation by Jackson County and any other applicable governmental authority. No Agricultural barns shall be permitted. 2.4 Animals. Household pets, in a reasonable number, may be kept if they are solely household pets for private use and not for commercial purposes. No animal shall be allowed to make an unreasonable amount of noise or otherwise to become a nuisance. No dog shall be permitted outside of the Lot of the Owner of said dog unless it is under the control of a responsible person by means of a leash. Upon request of any Owner, the Board shall determine, in its sole discretion, whether for the purpose of this Section, a particular animal shall be considered a house pet or a nuisance. The Owner of any pet shall be responsible for immediately cleaning up after said pet on any property within the Planned Community, including any Common Areas. Any structure for the care, housing or confinement of any house or yard pet shall be approved by the Architectural Committee for its design and placement on each Lot. 2.5 Utility Service. Except as approved by the Architectural Committee or set forth on the Final Plat, no lines, wires, satellite dish larger than 18 inches, antennae or other devices of any kind for the communication or transmission of electric current or power, including telephone, television and radio signals, shall be constructed, placed or maintained anywhere in or upon any Lot unless the same shall be contained in conduits or cables constructed, placed and maintained underground or concealed in, under or on buildings or other approved structures. Nothing herein shall be deemed to forbid the erection and use of temporary power or telephone services incident to the construction of approved improvements. 2.6 Temporary Occupancy. No trailer, basement of any incomplete building, tent, shack, garage, and no temporary building or structure of any kind shall be used at any time on any Lot for a residence either temporary or permanent. 2.7 Outside Storage and Parking. All firewood and other materials or equipment stored on any Lot shall be screened from the ordinary view from adjacent Lots and streets. 2.8 Trash Rece tacles. All trash shall be retained in appropriate receptacles and cans shall be kept clean and sanitary and shall be screened from reasonable and ordinary view from the adjoining Lots and streets. Such screening is a condition of the Approvals. Burning of organic material shall comply with all applicable local, state or federal regulations. Temporary construction ~ debris shall be contained for removal as provided in Section 2.21 herein. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC M EADOWS PUD -PAGE -I L~„ 2.9 Basketball Standards. No basketball standards or fixed sports apparatus of any nature shall be attached to any Dwelling Unit or garage or be erected on any Lot, except in the rear yard of such Lot. Any such apparatus must be approved by the Architectural Committee for placement with regard to sensitivity to neighboring Lots. Such approval may be withdrawn with 30 days written notice. No portable basketball hoops shall be stored in the street or on sidewalks. 2.10 Garages and Parkin. Garages shall be used only for the parking of motor vehicles, recreational vehicles, storage and permitted workshop purposes. All garages will have automatic garage door operators and all residents are encouraged to keep garage doors, which are visible to the street, closed whenever practical. Residents are encouraged to park their vehicles on their property behind the front yard setback line and preferably in enclosed garages. 2.11 Clothes Drying Facilities. No outside clotheslines or other outside clothes drying or airing facilities shall be maintained on any Lot, unless the Architectural Committee finds such facilities to be adequately concealed so as not to be seen from any adjacent property. 2.12 Mailboxes. There shall be no exterior newspaper tubes or freestanding mailboxes, except as may have been initially installed by or pursuant to plans previously approved by Declarant or thereafter approved by the Architectural Committee. 2.13 Nuisances. No machinery or equipment of any kind shall be placed, operated or maintained upon or adjacent to any Lot except such machinery or equipment, such as private ~ workshop equipment, as is usual and customary in connection with the use or maintenance of a Dwelling Unit. No noxious or offensive condition, including activity causing excessive smoke, dust, noise or debris, shall be permitted upon any part of the Property. Motorized bikes and ATV s may not be operated on any Lot or the Common Areas. Motorized transportation may be operated on a Lot solely for the purpose of transporting it from a residence to a public roadway for off-site use, but recreational use of such machinery is not allowed within the Property. 2.14 Diseases and Insects. No Owner shall permit any thing or condition to exist upon his Lot which shall induce, breed or harbor infectious plant diseases or noxious insects. 2.15 Mineral Exploration. No property within the Project shall be used in any manner to explore for or to remove any water, oil or other hydrocarbons, minerals of any kind, gravel, earth or any other such substance or other mineral of any kind except for any excavation that may be done in connection with the construction of a dwelling on the property. 2.16 Restrictions on Further Subdivision. No Lot shall be further subdivided. No Owner, except Declarant, may grant an easement or other interest in a Lot without the prior written approval of the Board and the Architectural Committee. No Common Area may be reduced such that it would result in no longer satisfying the requirements of the Approvals for a certain minimum amount of Common Area within the Project. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 5 2.17 Si ns. No signs (including without limitation, commercial, family "crest" or name signs, and all such similar signs) which are visible from neighboring property shall be erected or maintained on any Lot except: (a) Such signs as may be required by legal proceedings; (b) Such residential identification signs as are installed in the initial construction of the Dwelling Units, subject to the review of the Architectural Committee and approval by the Board as to suitability; (c) During the time of construction of any residence or other improvement by Declarant, job and sales identification signs; and (d) Approved project identification monument sign(s) located at the entry to the Project. In addition and in conjunction with the signage, one or more monument walls at the Project entrance may be constructed. (e) Not more than one "for sale" sign having dimensions not to exceed eighteen (18) by seventy-two (72) inches, pursuant to the Rules of the Association, so long as the posts or standards for said signs do not damage or destroy lawns or plantings. This provision shall not prevent Declarant or any principal building contractor, from advertising during the construction of improvements on any Lot or within the real property or during the period of time any Lot is owned by Declarant. 2.18 Right of Ins ection. Upon seventy-two (72) hours written notice (emergencies excepted) and during reasonable hours any authorized member of the Board, or any authorized representative of any Board member, shall have the right to enter upon and inspect the Lot and the exterior of the Dwelling Unit or any of the improvements thereon for the purpose of ascertaining whether or not the provisions of these Covenants, Conditions and Restrictions, the Bylaws and the rules and. regulations adopted by the Board, have been or are being complied with, and such persons shall not be deemed guilty of trespass by reason of such entry or inspection. If such inspection is made by the Architectural Committee upon authorization by the Board, a report shall be made to the Board which will decide the action to betaken. These rights shall be exercised in such a manner as to reasonably minimize any adverse impact upon the Owner's right to enjoyment of his/her Lot. 2.19 Tenant Leases. No Dwelling Unit shall be rented or leased for a period of less than thirty (30) continuous days at one time. All rental and lease agreements shall be in writing and shall comply with the provisions of the Bylaws. 2.20 Fences. All permanent and temporary fences and railings require approval by the Architectural Committee prior to construction. All necessary municipal permits shall be obtained prior to any fence construction. All fences must be constructed so as to provide a finished appearance. All fences and railings shall be well constructed and maintained and shall not detract ~ from the appearance of other improvements located upon the Lot. DECLARATION OF COVENANTS, CONDITIONS AND J RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 6 In ~, The maximum height and location of all fences, railings and hedges shall be determined by the Architectural Committee and must conform with all applicable County or municipal regulations, but in no event shall a fence exceed eight feet in height. As a condition of Approval, no fence is allowed along Lot 1 where Lot 1 abuts North Third Street. 2.21 Construction Debris. The Owner of each Lot is responsible for the temporary containment and permanent removal of all construction debris on the Lot and any debris which is windblown or in any way displaced from the construction site to adjoining property. The Owner is also responsible for the cleanup of any dirt or mud tracked into the Common Area street during the course of construction of improvements on his property. The Owner shall not allow the accumulation of large quantities of debris, on or off site, during the course of construction. 2.22 Common Area Maintenance. No Lot Owner shall do any alteration, work or maintenance within the Common Areas without the approval of the Board and the Architectural Committee. No Common Area may be reduced such that it would result in no longer satisfying the requirements of the Approvals for a certain minimum amount of Common Area within the Project. 2.23 Firearms. No firearms, bows and arrows or other weapons shall be used or discharged on any Lot or Common Area. However, keeping such items inside any residence shall not be a violation of this Declaration. 2.24 Fuel Tanks. No fuel tanks shall be constructed above or below ground level except for propane gas for home use. Any such tank shall be screened from view in a manner approved by the Architectural Committee. 2.25 Li htin . No invasive outdoor lighting within the Project shall be permitted. All outdoor lights shall be shielded from point source glare and shall not be directed towards adjacent Lots. All overhead or other area lighting shall be shielded to cast a downward glare. There shall be no night guard lights. 2.26 Tree Retention. Any prominent trees will be preserved as determined by the Board of Directors. 3. ASSOCIATION 3.1 Organization. The Association is anon-profit Oregon corporation charged with the duties and invested with the powers prescribed by law and set forth in the Articles, the Bylaws and this Declaration. Neither the Articles nor Bylaws 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 Board, and such officers as the Board may elect or appoint, shall conduct the affairs of the Association in accordance with the Articles and Bylaws as from time to time amended. ~ 3.2 Membership. Each Owner shall be a member of the Association and shall be entitled to one membership for each Lot owned. Each member shall have the rights, duties and obligations DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PACE 7 "'~ set forth in this Declaration, the Articles, the Bylaws and the Association Rules, as the same may from time to time be amended. The membership of each Owner in the Association shall be appurtenant to the Lot giving rise to such membership, and shall not be assigned, transferred, pledged, conveyed or alienated in any way except upon the transfer of title to such Lot, and then only to the transferee of title thereto. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Owner thereof. For purposes of membership, the recording of a land sale contract or memorandum thereof shall constitute a transfer of the title to a Lot. The Common Areas shall not be entitled to a vote. 3.3 Voting. (a) Members Entitled to Vote. Only Members of the Association shall be entitled to vote. The voting privileges of each Class of Members shall be as provided herein. Any action by the Association which must have the approval of the Association membership before being undertaken shall expressly require the vote or written assent of a prescribed percentage ofthe total voting power of the Association, as more particularly stated within the Declaration. (1) Class A Members. Class A Members shall have one (1) vote for each Lot. When more than one person owns a single Lot, all Owners shall be members of the Association. However, the vote for each Lot must be cast as a unit, and fractional votes shall not be allowed. In the event that joint Owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. If any Owner casts a vote representing a certain Lot, it will thereafter be conclusively presumed for all purposes that such Owner was acting with the authority and consent of any other joint Owner of said Lot. The right to vote may not be severed or separated from the Lot ownership to which it is appurtenant, and any sale, transfer, or conveyance of such Lot to a new Owner(s) shall operate to transfer the appurtenant vote without the requirement of any express reference thereto. (2) Class B Members. The Class B Member shall be the Declarant, his successors and assigns. The Class B Member shall be entitled to five (5) votes for each Lot in which he holds the interest required for membership as provided in Section 3.3(x)(1) above. Provided that, Class B membership shall be converted to Class A membership and shall forever cease to exist when the total outstanding votes held by the Class A Members equal the total outstanding votes held by the Class B Member. (b) Voting Procedures. Any vote may be cast in person or by proxy. All proxies shall be in writing, dated and signed by the Owner giving the proxy and filed with the Secretary before the commencement of any meeting. A proxy shall terminate eleven (11) months after its date unless the proxy specifies a shorter term. Every proxy shall automatically cease upon the sale of the Lot by the Owner and upon the death or incapacity of the Member who executed the proxy. (c) Declarant's Right To Vote. Notwithstanding any other provision of this Declaration, and, except as provided in Section 8.3, hereof, any regulation herein requiring the approval of a prescribed percentage of the voting power of members of the Association other than the Declarant for action to be taken by the Association shall also require the vote or written assent of llECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 8 n a bare majority of the total voting power of the Association as well as the vote or written assent of the prescribed percentage of the total voting power of members other than the Declarant. (d) Suspension of Voting Rights. The voting rights of an Owner shall be suspended during such period as any assessment due hereunder from such Owner remains unpaid; provided, however,. that the Board shall give any such Owner at least fifteen (15) days notice prior to such suspension, and such Owner shall be entitled to a hearing before the Board in accord with Section 3.4 of the Bylaws. 3.4 Initial Board of Directors. The initial Board shall be appointed by Declarant. Thereafter, the Board shall be elected as provided in the Bylaws. 3.5 Duties of the Association. The Association shall have the obligation and duties, subject to and in accordance with this Declaration, to do and perform the following acts for the benefit of its Members and for the maintenance and improvement of the Property. (a) Common Area Maintenance and O eration. To maintain, repair and otherwise manage the Common Areas, after such property is conveyed or otherwise transferred to it, all improvements located thereon, all easements for operation and maintenance purposes over the Common Areas and all easements for the benefit of Members of the Association within the Common Areas. Each Owner hereby grants to the Association anon-exclusive easement of ingress and egress to that portion of his/her Lot as may be reasonably required by the Association to exercise or otherwise perform its rights under this Section 3.5. (b) Utilities. To acquire, provide and/or pay for water, drainage and other necessary utility services for the Common Areas. (c) Sidewalks, Mailboxes Etc. The Association shall, after construction thereof by Declarant as a part of the initial development of the Project, maintain, repair, replace, reconstruct and relocate pathways, sidewalks, lighting, street signs and any mail and post boxes and the landscaping located within the Common Areas, as initially designated on the Approvals or as initially constructed by Declarant. Each Owner hereby grants to the Association, anon-exclusive easement of ingress and egress to that portion of his/her Lot as may be reasonably required by the Association to exercise or otherwise perform its rights under this Section 3.5. (d) Landscaping, Fences and Si nape. To maintain all landscaping within Common Areas, maintain Property perimeter fences and Project signage consistent within the final approved Landscape Area of the Project and the direction of the Association. (e) Other. To perform such other acts, whether or not expressly authorized by this Declaration, as maybe reasonably necessary to enforce any of the provisions of this Declaration the Bylaws and Association Rules. 3.6 Powers and Authority of the Association. The Association shall have all of the powers of anon-profit corporation organized under the general Non-Profit Corporation statutes of the State DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 9 /~ of Oregon, subject only to such limitations upon the exercise of such powers as are expressly set forth in the Articles, the Bylaws, or this Declaration. The Association shall have the power to do any and all lawful things which may be authorized, required or permitted to be done by the Association under this Declaration, the Articles and the Bylaws, and to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers of the Association, including without limitation: (a) Assessments. To levy assessments on the Owners and to enforce payment of such assessments, all in accordance with the provisions of Sections 4 and 5 of this Article. (b) Right of Entrv and Enforcement. To enter upon any Lot or the Landscape Area for the purpose of performing the duties of the Association set forth in Section 3.5 of this Article, enforcing by peaceful means any of the provisions of this Declaration. The Association shall also have the power and authority from time to time in its own name, on its own behalf or on behalf of any Owner or Owners who consent thereto, to commence and maintain actions and suits to restrain and enjoin any breach or threatened breach of this Declaration and to enforce, by mandatory injunction or otherwise, all of the provisions hereof. These rights shall be exercised in such a manner as reasonably to minimize any adverse impact upon the Owner's right to enjoyment of his/her Lot. (c) Services. To contract for materials and/or services for the Common Areas or the Association. Any such service contract or management contract shall be subject to termination by either party without cause upon thirty (30) days notice in writing to the other party. (d) Rules. By a majority vote of the Board, and from time to time, to adopt, amend, enforce and repeal such rules and regulations as the Board shall determine to be necessary or proper for the operation of the Project ("the Association Rules"). A copy of the Association Rules as they may from time to time be adopted, amended or repealed, shall be mailed or otherwise delivered to each Owner. Upon such mailing or delivery, the Association Rules shall have the same force and effect as if set forth in and a part of this Declaration. The Association Rules shall not materially change the rights or privileges of any person, or the restrictions on any Lot, as herein set forth. 4. FUNDS AND ASSESSMENTS 4.1 Operating Fund. The Association shall establish and maintain an operating fund into which shall be deposited all monies paid to the Association as regular, special and emergency Assessments and miscellaneous fees, and from which fund the Association shall make disbursements in the performance of its rights and duties as provided for in this Declaration. The operating fund and the reserve fund shall be kept in separate accounts. 4.2 Regular Assessments. Within forty-five (45) days prior to the beginning of each fiscal year, the Board shall estimate the costs and expenses to be incurred by the Association during such fiscal year in performing its rights and duties under this Declaration, including a reasonable provision ~ for unanticipated expenses and replacements and less any anticipated surplus from the prior year's fund. Provided that, the Board may not, without the vote or written assent of a majority of the voting DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 10 n ~, power of the Association residing in members other than the Declarant, impose a regular annual assessment per Lot which is more than twenty percent (20%) greater than the regular assessment for the immediately preceding fiscal year. Such estimated amount shall be assessed equally to the Owners. The amount per Lot so assessed to each Owner is called "the Regular Assessment." 4.3 Special or Emer ency. Assessments. In addition to the Regular Assessments, the Board. may levy during any fiscal year a special or emergency assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction (including reconstruction costs in excess of insurance proceeds), repair of any Common Areas or related utilities, unexpected repair or replacement of a capital improvement upon the Common Areas, including Project signage, the private street serving the Project or any extraordinary expense not contemplated by this Declaration of whatsoever nature. Provided that, in any fiscal year, the Board tray not, without the vote or written assent of a majority of the voting power of the Association residing in members other than the Declarant levy special or emergency assessments to defray the costs of any action or undertaking on behalf of the Association which in the aggregate exceed ten percent (10%) of the budgeted gross expenses of the Association for that fiscal year. No special or emergency assessment shall be levied with respect to the initial construction of improvements within the Common Area, including initial signage for the Project and the private street, it being understood that all such construction shall be at the sole cost and expense of the Declarant. Except as otherwise provided herein, special and emergency assessments shall be assessed to the Owners equally and shall be paid as the Board shall determine. `'" The provisions herein with respect to special and emergency assessments do not apply in the case where the Special Assessment against a member is a remedy utilized by the Board to reimburse the Association for costs incurred in bringing the member and his Lot into compliance with the provisions of the governing instrument for the Planned Community. 4.4 Payment of Assessments. Each Owner shall be obligated to pay Regular Assessments made pursuant to this Section 4 to the Association in equal monthly installments on or before the f rst day of each month in advance, or in such other manner as the Board shall designate. The Board shall provide each Owner with a statement of the Annual Assessment within ten (10) days prior to the beginning of each fiscal year, but shall not be obligated to provide monthly statements to any Owner thereafter. Special Assessments shall be payable in such manner as the Board shall designate. 4.5 Commencement of Assessments. The Regular Assessments shall commence as to each Lot in the Project upon the close of the sale of the first Lot to someone other than Declarant. The first Regular Assessment shall be adjusted according to the number of months remaining in the fiscal year and the initial payment due with respect to a partial month from an Owner, other than Declarant, shall be prorated as of the close of escrow for the purchase of such Owner's Lot. The Association shall, within ten (10) days after demand and upon payment of a reasonable fee as determined by Resolution of the Board, furnish to an Owner a certificate signed by an officer of the Association stating whether assessments on his/her Lot have been paid. 4.6 Reimbursement Assessment. The Board shall levy an assessment against any Owner who has failed to comply with, or has breached this Declaration, or the Association Rules or Bylaws, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 11 I ~,, for whom monies or expenses were expended or incurred by the Association from the operating fund in performing its functions or enforcing the provisions of this Declaration, the Association rules or Bylaws. Such assessment shall be for the purpose of reimbursing the Association and shall be limited to the amount so expended or incurred and shall be due and payable to the Association when levied. ENFORCEMENT OF ASSESSMENTS 5.1 Covenant to Pay Assessments. Declarant covenants and each Owner, other than Declarant, by acceptance of a deed to a Lot, shall be deemed to covenant to pay to the Association Regular Assessments, Special Assessments, Emergency Assessments and Reimbursement Fees levied in accordance with Section 4. 5.2 Enforcement. Each assessment levied hereunder shall be a separate, distinct and personal debt and obligation of the person who was the Owner of such Lot at the time such assessment became due and payable. In the event of a default in payment of any such assessment, the Association may enforce each such obligation by any and all remedies provided by law. In the event the Association brings an action to enforce each such assessment obligation, any judgment rendered in any such action shall include a sum for reasonable attorneys' fees in such amount as the Court may adjudge against the defaulting Owner, including reasonable attorneys' fees on appeal. 6. ARCHITECTURAL CONTROL ~'" 6.1 Architectural Committee. There shall be an Architectural Committee initially comprised of two (2) members, who shall be appointed by and shall serve at the pleasure of the Board. The Declarant shall appoint the original members of the Architectural Committee and all replacements until seventy-five percent (75%) of all Lots in the Planned Community have been sold and built upon. Thereafter, the Architectural Committee shall be comprised of three (3) members, and the Board shall have the power to appoint all the members of the Architectural Committee. Members appointed to the Architectural Committee by the Declarant need not be members of the Association. The Architectural Committee, with the approval of the Board, shall have the right to hire a licensed architect, a landscape architect, an engineer or such other professionals as may be required to advise the Architectural Committee in carrying out its duties pursuant to this Section 6. 6.2 Duties of Architectural Committee. It shall be the duty of the Architectural Committee to consider and act upon any and all proposals or plans submitted to it pursuant to the terms hereof, to insure that overall building designs, roof pitch and tile, any painting or exterior coverings, window placements and sizes or improvements constructed or significantly changed, which shall also include landscaping and plantings, on the Project by anyone other than the Declarant conform to plans approved by the Architectural Committee. No person shall make any alterations to the exterior of a Dwelling Unit, including changes in color, until the complete plans and specifications, showing the location, nature, shape, height, form of change (including, without limitation, any other information specified by the Architectural ~, Committee) shall have been submitted to and approved in writing by the Architectural Committee. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 12 I `~ _ 6.3 Architectural Rules. 6.3.1 Initial Architectural Rules. 6.3.1.1 Landsca e Plan. Each Owner shall, as part of initial construction of a dwelling or upon significant remodeling impacting the exterior of the dwelling, submit to the Architectural Committee and obtain approval of a landscape plan. 6.3.1.2 Sidewalks and Driveways. All drives, driveways and sidewalks connecting a residence to the public road shall be paved with asphalt or cement. 6.3.1.3 Covered Porches. Designs for residences shall, when practical, include covered porches and other unique features. 6.3.1.4 Minimum House Size. Designs for residences shall comprise homes of a minimum of 1,200 square feet. 6.3.2 Amendment of Architectural Rules. Upon the expiration of Declarant's control under Section 6.1, the Board may, from time to time, and in its sole and absolute discretion, adopt, amend and repeal rules and regulations, to be known as "Architectural Rules." Said Rules shall interpret and implement this Declaration by setting forth the standards and procedures for any Committee review and the design guidelines for architecture design, placement of buildings, landscaping, color schemes, exterior finishes and materials and similar features which are recommended for use within the Project. 6.4 Application for Approval of Improvements. An Owner must submit plans for initial construction on a Lot within twelve (12) months of purchasing a Lot. Any Owner, except the Declarant and any of his designated agents, proposing to perform any work of any kind which requires the prior approval of the Architectural Committee pursuant to any provision in this Declaration, shall apply to such Architectural Committee for approval by notifying the Architectural Committee of the nature of the proposed work in writing and furnishing such information as the Architectural Committee may reasonably require. 6.5 Approval/Disap rp oval. All approvals given under this Section 6 shall be in writing. If a request for approval has not been granted or denied within forty-five (45) days from the date of submission of all information requested by the Architectural Committee, the proposal shall be deemed approved. After Declarant no longer appoints the Architectural Committee as provided in Section 6.1, if the Architectural Committee denies the proposal, the applicant shall have the right to appeal such decision to the Board by giving written notice thereof to the President or Secretary of the Board within ten (10) days after written notice of disapproval is given to the applicant by the Architectural Committee. Any such appeal shall be conducted pursuant to rules and regulations established by the Board. The Board's decision shall be final. '`~, 6.6 Completion of Work. The Owner shall complete the exterior construction, reconstruction, refinishing or alteration of any such improvement within six (6) months after DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 13 '~, approval of plans by the Architectural Committee, except and for so long as such completion is rendered impossible or would result in great hardship to the Owner due to strikes, fires, national emergencies, natural calamities or other intervening forces beyond the control of the Owner or his agents. No dwelling shall be occupied permanently or temporarily until such time as the exterior is completed and a Certificate of Occupancy or similar permit is obtained from Jackson County or other appropriate governmental body. Landscaping on each Lot shall be completed within six (6) months after completion of the dwelling on such Lot. If the Owner fails to comply with this Section 6.6, the Board may proceed in accordance with the provisions of Section 6.7 as though the failure to complete the improvement were a noncompliance with approved plans. 6.7 Inspection of Work. Inspection of work and correction of defects therein shall proceed as follows: (a) Upon the completion of any construction or reconstruction or the alteration or refinishing of the exterior of any improvements, or upon the completion of any other work for which approved plans are required under this Section 6, the Owner shall give written notice thereof to the Architectural Committee. (b) Within forty-five (45) days thereafter the Architectural Committee, or its duly authorized representatives, may inspect such improvement to determine whether it was constructed, reconstructed, altered or refinished to substantial compliance with the approved plans and shall report its findings and recommendation to the Board. If the Board finds that such construction, °`•r reconstruction, alteration or refinishing was not done in substantial compliance with the approved plans, it shall notify the Owner in writing of such noncompliance, specifying particulars of noncompliance, and shall require the Owner to remedy such noncompliance. (c) If upon the expiration of thirty (30) days from the date of such notification the Owner shall have failed to remedy such noncompliance, the Board shall set a date on which a hearing before the Board shall be held regarding the alleged noncompliance. The hearing date shall be not more than thirty (30) days nor less than fifteen (15) days in advance of notice thereof by the Board to the Owner, the Architectural Committee and, in the discretion of the Board, to any other interested party. The hearing procedures shall conform to those adopted by the Board pursuant to the Bylaws or Rules. (d) At the hearing, the Owner, the Architectural Committee and, in the Board's discretion, any other interested person may present information relevant to the question of the alleged noncompliance. After considering all such information, the Board shall determine whether there is a noncompliance and, if so, the nature thereof and the estimated cost of correcting or removing the same. If a noncompliance exists, the Board shall require the Owner to remedy or remove the same within a period of not more than forty-five (45) days from the date of the Board ruling. If the Owner does not comply with the Board ruling within such period or within any extension of such period as the Board, in its discretion, may grant, the Board, at its option, may either remove the noncomplying improvement or remedy the noncompliance, and the Owner shall reimburse the Association for all ~ expenses incurred in connection therewith upon demand. If such expenses are not promptly repaid by DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 14 ~, the Owner to the Association, the Board shall levy a Reimbursement Assessment against such Owner pursuant to Section 4.7, hereof. (e) If for any reason the Board fails to notify the Owner of any noncompliance within forty-five (45) days after receipt of said notice of completion from the Owner, the improvement shall be deemed to be in accordance with said approved plans. 6.8 Liabili .Neither the Architectural Committee nor any member thereof or their delegates shall be liable to the Association or to any Owner for any damage, loss or prejudice suffered or claimed on account of (a) the approval or disapproval of plans, drawings and specifications, whether or not defective, (b) the construction or performance of any work, whether or not pursuant to approved plans, drawings and specifications, (c) the development of any property within the Project, or (d) the execution and filing of an estoppel certificate whether the facts therein are correct; provided, however, that such member has acted in good faith on the basis of such information as may be possessed by him. Without in any way limiting the generality ofthe foregoing, the Architectural Committee, or any member thereof, may, but is not required to, consult with or hear the views of the Association or any Owner with respect to any plans, drawings, specifications or any other proposal submitted to the Architectural Committee. Approval by the Architectural Committee does not mean said Architectural Committee is warranting or incurring any liability for the structural adequacy of the plans, drawings and specifications submitted to and approved by said Architectural Committee. Plans, specifications and drawings may require building permits and other entitlements from the appropriate governmental agencies. 7. PROPERTY RIGHTS AND EASEMENTS 7.1 Common Areas. None of the Common Areas will be permanently owned by the Declarant, but any rights to access to any or all of the Common Area shall be transferred to the Association at or prior to the turnover meeting. 7.2 Access to Common Area. Declarant hereby reserves an easement over any Lot designated as the Landscape or Common Area for constructing or installing landscaping and Project signage. 8. DEVELOPMENT RIGHTS 8.1 Limitations of Restrictions. Declarant is undertaking the work of constructing improvements identified in Section 8.2 and incidental improvements upon the Lots included within the Project. The completion of that work and the sale, rental and other disposal of Lots is essential to the establishment and welfare of said property as a residential community. In order that said work may be completed and said property be established as a fully occupied residential community as rapidly as possible, nothing in this Declaration shall be understood or construed to: (a) Prevent Declarant, his contractors, subcontractors or permittees from ~, obtaining reasonable access over and across any Common Area of the Project or from doing DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 15 ~~ whatever is reasonably necessary or advisable in connection with the completion of said work on any Lot or any portion of the Project; or (b) Prevent Declarant or his representatives from erecting, constructing and maintaining on any part or parts of the Project such structures as may be reasonably necessary for the conduct of their business of completing said work and establishing said property as a residential community and disposing of the same in parcels by sale, lease or otherwise, including the right to maintain model homes; or (c) Prevent Declarant from maintaining such signs within the Project, as may be necessary for the sale, lease or disposition of the Lots therein, including the right to maintain a sales and resale office in or on some portion of the Project owned by Declarant. 8.2 Declarant's Development Rights. Notwithstanding any other provision herein contained, Declarant expressly retains unalterable rights to develop the Real Property described on "Exhibit A" and sell lots to have homes constructed thereon in the manner deemed desirable by Declarant in Declarant's sole discretion, provided, however, that Declarant has or shall obtain governmental consents where required by law. Upon development of all such Property, Declarant shall have constructed or shall construct the following improvements: 1. Street, curbs and gutters required by the Approvals; 2. LISPS Mailbox pads, street sign(s), vehicular signs, street lights; 3. Storm drains, sewer line, stub sewer hookup to curb. Declarant will not construct sidewalks, fencing or landscaping (see Item 8.3 Successor Owners Development Obligations). Nothing in this Declaration shall limit the right of Declarant to commence and complete construction of improvements to the Project or to alter the foregoing or the Lots or open space or to construct such additional improvements as Declarant deems advisable prior to the completion and sale, of the entire Real Property described on "Exhibit A." Declarant may use any of the Lots within the Project owned by him for model homesites, sales offices and parking therefore. Declarant may use any dwellings upon Lots owned by him as a temporary overnight residence and for promotional purposes in connection with his sales program. Declarant shall have the right and easement to enter upon, use and enjoy the Common Areas for the purpose of completing improvements thereon or for the performance of necessary repair work. Declarant reserves the right to alter his construction and development plans and designs as he deems appropriate, subj ect to applicable governmental Approvals. The rights of Declarant under this Declaration may be assigned to any successor or successors to all or part of his interests in the Real Property described on "Exhibit A" by an express assignment incorporated in a recorded deed, option or lease, as the case may be, transferring such interest to such successor. This Declaration shall not DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PACE 16 ~~n limit the rights of Declarant, at any time prior to acquisition of title by a purchaser from Declarant, to establish on any Lot additional licenses, reservations and rights-of--way to utility companies or to others as may from time to time be reasonably necessary to the proper development and disposal of the Real Property described on "Exhibit A." 8.3 Successor Owners Development Obli ations. Successor Owners shall be required to construct sidewalks in conformance with all relevant City code standards, approval conditions and be approved by the Architectural Committee. Successor Owners shall be required to construct perimeter fencing along the south property lines for Lots 1 through 11, Lots 14, 15, 16 and 18; perimeter fencing along the south and west property lines for Lot 19 and along the west property line for Lot 20. Perimeter fence material shall be chain 1 ink fencing with white privacy slats. Completion of fencing is a condition of obtaining Certificates of Occupancy. Successor Owners shall be required to construct Common Area landscaping in conformance with the landscaping plans submitted to the City with the final plat application prior to receipt of Certificate of Occupancy, conforming to any City landscaping regulations and relevant Code standards, approval conditions and be approved by the Architectural Committee. Successive Owners shall be required to construct and complete individual Lot front-yard landscaping prior to receipt of Certificate of Occupancy, conforming to any City landscaping regulations and relevant Code standards, approval conditions and be approved by the Architectural Committee. 8.4 Turnover to Association. No later than the 60`x' day from the date Declarant conveys the twenty Lots of the Planned Community to Owners other than a successor Declarant, Declarant shall call a meeting of the Owners to transfer over administrative responsibility for the Planned Community to the Association. Such turnover shall be conducted as required by ORS 94.609 and 94.616. Declarant shall transfer title of the Common Area to the Association no later than the turnover meeting. 8.5 Consent of Declarant to Amendments. Until Declarant shall sell all of the Lots in the Project (lots 1-20), no amendment to this Declaration shall be effective to curtail or eliminate Declarant's development rights set forth herein, including but not limited to the right to appoint Directors to the Board and the appointment of Architectural Committee members, without Declarant's consent. 9. DAMAGE OR DESTRUCTION 9.1 Insurance Proceeds Sufficient. In the event of damage or the partial destruction of any of the Common Area improvements in the Project, and, if the available proceeds of the insurance carried pursuant to the Bylaws are sufficient to cover not less than eighty-five percent (85%) of the cost of repair or reconstruction thereof, the damaged or destroyed improvements shall be promptly repaired and rebuilt substantially in accordance with the original design and standard of construction of the damaged or destroyed improvement, unless, within ninety (90) days from the date of such damage or destruction, at a duly constituted meeting of the Association, Members representing seventy-five percent (75%) of the total voting power of the Association determine that such repair ~ and reconstruction shall not take place. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 17 9.2 Insurance Proceeds Insufficient. If the available proceeds of such insurance are less than eighty-five percent (85%) of the cost of repair or reconstruction, such repair or reconstruction may, nevertheless, take place if, within ninety (90) days from the date of such damage or destruction, Members representing fifty-one percent (51 %) of the total voting power of the Association so elect at a duly constituted meeting of the Association. 9.3 Assessments. If the Members determine to rebuild, either pursuant to Section 9.1 or Section 9.2 above, each Owner shall be obligated to contribute such funds as may be necessary to pay his/her proportionate share of the cost of reconstruction, over and above the insurance proceeds. Such additional amount shall be assessed to each Owner in the manner provided in Section 4, above. 9.4 Failure to Rebuild. If rebuilding of the Common Area shall not be authorized, either pursuant to Section 9.1 or Section 9.2, above, any available insurance proceeds shall be collected by the Association and used by the Association for such improvements as it shall deem appropriate. 10. MORTGAGEE PROTECTION 10.1 Mortgages Permitted. Any Owner may encumber his Lot with Mortgages. 10.2 Non-Curable Breach. No Mortgagee who acquires title to a Lot by foreclosure or by deed in lieu of foreclosure or assignment-in-lieu of foreclosure shall be obligated to cure any breach of this Declaration that is non-curable or of a type that is not practical or feasible to cure. 10.3 Right to Furnish Information. Any Mortgagee may furnish information to the Board concerning the status of any Mortgage. 10.4 Right to Examine Books and Records Etc The Association shall make available to Owners, prospective purchasers and first Mortgagees, current copies of the Project Documents and the books, records and financial statements of the Association. "Available" means available for inspection, upon request, during normal business hours or under other reasonable circumstances. Any first Mortgagee shall be entitled, upon written request and at its expense, to an audited financial statement for the immediately preceding fiscal year. Such financial statement shall be furnished by the Association within a reasonable time following such request. 10.5 Owners' Right to Ingress and Egress. There shall be no restriction upon any Owners' right of ingress and egress to his Lot, which right shall be perpetual and appurtenant to his Lot Ownership. 10.6 Notice of Intended Action. Upon written request to the Association, any first Mortgagee shall be entitled to timely written notice of: (a) Any proposed amendment to the Project Documents effecting a change in (i) the boundaries of any Lot or the exclusive use rights appertaining thereto, if any, (ii) the interests in the general or exclusive use Landscape Areas, if any, appertaining to any Lot or the liability for DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 18 1 fl ~, common expenses appertaining thereto, (iii) the number of votes in the Association appertaining to any Lot, or (iv) the purposes to which any Lot or the Landscape Areas are restricted; (b) Any proposed termination of the legal status of the Project as a Planned Community. (c) Any condemnation loss or casualty loss which affects a material portion of the Project or any Lot on which there is a first Mortgage held, insured or guaranteed by such requesting party. (d) Any delinquency in the payment of Assessments or Individual Charges owed by an Owner of a Lot subject to a first Mortgage held, insured or guaranteed by such requesting party which remains uncured for a period of sixty (60) days. (e) Any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association. 10.7 Taxes. First Mortgagees of Lots may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Landscape Area and may pay overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy. '`' 10.8 Maintenance Reserves. Association Assessments or charges shall include an adequate reserve fund for maintenance, repairs and replacement of those elements of the Landscape Area which must be replaced on a periodic basis and shall be generally funded through Regular Assessments rather than through Special Assessments. 10.9 Notice of Default. A first Mortgagee, upon request, shall be entitled to written notification from the Association of any default in the performance by the affected Lot Owner of any obligation under the Project Documents which is not cured within sixty (60) days. 11. AMENDMENTS 11.1 Procedure. Except as otherwise herein expressly provided (See Section 8.3), until the two (2) class voting structure of the Association is converted to one (1) class voting, this Declaration may be amended by an instrument in writing signed and acknowledged by the President and Secretary of the Association, certifying that such amendment has been approved by members representing at least seventy-five percent (75%) of the total voting power of each class of membership of the Association. At such time as the two (2) class voting structure has been converted to one (1) class voting pursuant to the provisions hereof, any such amendment shall be approved by seventy-five percent (75%) of the total voting power of the Association and seventy-five percent (75%) of the votes of members other than the Declarant. Provided that, the percentage of the voting power necessary to amend a specific clause or provision shall not be less than the percentage of ~ affirmative votes prescribed to take action under said clause or provision. Provided further that, the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 19 ~, Declarant shall have the power and authority to amend this Declaration when required by a governmental agency as a condition to obtaining a permit. 12. GENERAL PROVISIONS 12.1 Binding Effect; Term. The covenants, conditions and restrictions of this Declaration shall run with the land, and shall inure to the benefit of and be enforceable by the Association, or any Owner, their respective legal representatives, heirs, successors, and assigns. 12.2 Nuisance. Every act or omission whereby any provision of this Declaration is violated in whole or in part is hereby declared to be a nuisance and may be enjoined or abated, whether the relief sought is negative or affirmative action, by Declarant, the Association or any Owner. 12.3 Violation of Law. Any violation of any federal, state, municipal, or local law, ordinance or regulation, pertaining to the Ownership, occupation or use of the Project or any part thereof is hereby declared to be a violation of this Declaration and subject to any or all of the enforcement procedures set forth herein. 12.4 Condemnation of Common Area. If at any time all or any portion of any Common Areas, or any interest therein, is taken for any public orquasi-public use, under any statute, by right of eminent domain or by private purchase in lieu of eminent domain, the entire award in condemnation shall be paid to the Lot Owners of the property condemned, provided the Association ~ is released from any and all obligations of landscaping or maintenance. 12.5 Obligations of Owner. No Owner may avoid the burdens or obligations imposed on him/her by this Declaration through non-use or by abandonment of his/her Lot. Upon the conveyance, sale, assignment or other transfer of a Lot to a new Owner, the transferring Owner shall not be liable for any assessments levied with respect to such Lot after the date of such transfer, and no person, after the termination of his status as an Owner and prior to his again becoming an Owner, shall incur any of the obligations or enjoy any of the benefits of an Owner under this Declaration. 12.6 Notice of Sale. Within five (5) business days after the consummation of the sale of any Lot under circumstances whereby the transferee becomes an Owner thereof, the transferee shall notify the Association in writing of such sale. Such notification shall set forth (i) the name of the transferee and his/her transferor, (ii) the street address of the Lot purchased by the transferee, (iii) the transferee's mailing address, and (iv) the date of sale. Prior to receipt of such notification, any and all communications required or permitted to be given by the Association, the Board or the Architectural Committee shall be deemed to be duly made and given to the transferee if duly and timely made and given to his/her transferor. 12.7 Notices. Any written notice or other documents relating to or required by this Declaration may be delivered either personally or by mail. If by mail, such notice or document shall be deemed to have been delivered and received five (5) calendar days after a copy thereof has been deposited in the United States postal service, postage prepaid, addressed as follows: DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 20 7 `, (a) If to the Association, to the address designated by the Association as its principal office address in the Articles of Incorporation; (b) If to an Owner, to the address of any Lot owned, in whole or in part, by hiin/her or to any other address last furnished by an Owner to the Association; (c) If to Declarant: Grout & Associates LLC PO Box 3575 Central Point OR 97502 Provided, however, that any such address maybe changed at any time by the party concerned by delivering a written notice of change of address to the Association. Each Owner of a Lot shall file the correct mailing address of such Owner with the Association, and shall promptly notify the Association in writing of any subsequent change of address. 12.8 Cumulative Remedies. Each remedy provided by this Declaration is cumulative and not exclusive. 12.9 Partial Invalidity. The invalidity or partial invalidity of any provision of this Declaration shall not affect the validity of enforceability of any other provision. 12.10 Number; Gender. As used herein, the singular shall include the plural and the plural the singular unless the context requires the contrary, and the masculine, feminine and neuter shall each include the masculine, feminine or neuter, as the context requires. 12.11 Contracts. Any agreement for professional management of the Project, which is to be assumed by the Association, or any other contract providing for services, entered into by the Declarant shall not exceed three (3) years. Any such agreement must provide for termination by either party without cause and without payment of a termination fee on thirty (30) days or less written notice. .~-- IN WITNESS WHEREOF, Declarant has executed this Declaration this Z~~day of .1u.~v( , 2006. T~`~b~ Grout & Associates LLC By: Paul Grout, Managing Member DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 21 ^ f STATE OF OREGON ) ss County of Jackson ) On this ,~ ~ L day of ;! ~~ ,4~ , 2006, personally appeared before me the above-named person, Paul Grout, a~i ackr~~'wledged the foregoing Declaration of Covenants, Conditions and Restrictions to be his voluntary act and deed. ~~, OFFICIAL SEAL _-:y%I ~t ~ 1~'~~ ~~~~Ll~.- JAN M. KIRK NotNot b is for Oregon ' COMMISSION N0.394~8~N My ~mmission Expires: ~t~ .i_a-- / .~ ~ fly' MY OMMISSION EXPIRES JULY 12.29 ~ ±~ i DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 22 n i ~, EXHIBIT A SCENIC MEADOWS PUD EXTERIOR BOUNDARY DESCRIPTION 37-2W-03AC Tax Lots 100, 9900 COMMENCING AT THE BRASS CAP MONUMENTING THE NORTH 1/4 CORNER OF SECTION 3, TOWNSHIP 37 SOUTH, RANGE 2 WEST, WILLAMETTE MERIDIAN, CITY OF CENTRAL POINT, JACKSON COUNTY, OREGON; THENCE SOUTH 00° 17'00" EAST 1242.58 FEET (RECORD 1242.21 FEET) TO THE SOUTHWEST CORNER OF THE NORTH HALF OF LOT 9 OF AMY'S COTTAGE ADDITION TO SAID CITY ACCORDING TO THE OFFICIAL PLAT THEREOF, NOW OF RECORD IN SAID COUNTY, SAID SOUTHWEST CORNER ALSO BEING THE NORTHWEST CORNER OF LOT 12, BLOCK 11 OF ROYAL HEIGHTS EXTENSION N0.4 ACCORDING TO THE OFFICIAL PLAT THEREOF, NOW OF RECORD IN SAID COUNTY; THENCE NORTH 89°38'12" EAST 309.226 FEET (RECORD NORTH 89°38'30" EAST 309.24 FEET), ALONG THE SOUTH LINE OF SAID NORTH HALF OF LOT 9 AND THE EXTERIOR BOUNDARY OF SAID EXTENSION NO. 4, TO THE NORTHEAST CORNER OF LOT 1, BLOCK 13 OF SAID EXTENSION N0.4 AND THE INITIAL POINT OF BEGINNING; THENCE, LEAVING SAID EXTERIOR BOUNDARY AND CONTINUING ALONG SAID SOUTH LINE, NORTH 89°38'12" EAST 1022.028 FEET (RECORD NORTH ""~- 89°38'30" EAST) TO THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT NO. 96-16102 OF THE OFFICIAL RECORDS OF SAID COUNTY, SAID CORNER BEING ON THE WEST RIGHT-OF-WAY OF NORTH THIRD STREET; THENCE SOUTH 00° 16'01 "EAST 162.55 FEET (RECORD SOUTH 00° 16' EAST 162.01 f FEET), ALONG SAID WEST RIGHT-OF-WAY, TO THE NORTHEAST CORNER OF ROYAL HEIGHTS EXTENSION N0.3 ACCORDING TO THE OFFICIAL PLAT THEREOF, NOW OF RECORD IN SAID COUNTY; THENCE, LEAVING SAID RIGHT-OF-WAY, SOUTH 89°40'17" WEST 605.82 FEET (RECORD SOUTH 89°40' 10" WEST 606.00 FEET), ALONG THE NORTH LINE OF SAID EXTENSION N0.3, TO THE NORTHWEST CORNER THEREOF ON THE WEST RIGHT-OF- WAY OFCROWN AVENUE, SAID NORTHWEST CORNER ALSO BEING THE NORTHEAST CORNER OF LOT 9, BLOCK 13 OF SAID EXTENSION NO. 4; THENCE, ALONG SAID EXTENSION NO. 4 EXTERIOR BOUNDARY, SOUTH 89°40'26" WEST (RECORD SOUTH 89°40'45" WEST) 165.00 FEET; THENCE, CONTINUING ALONG SAID EXTERIOR BOUNDARY, SOUTH 89°45'01" WEST (RECORD SOUTH 89°45'20" WEST) 251.19 FEET TO THE SOUTHEAST CORNER OF LOT 2, BLOCK 13, SAID EXTENSION NO. 4; THENCE, CONTINUING ALONG SAID EXTERIOR BOUNDARY, NORTH 00° 16' 19" WEST 161.58 FEET (RECORD NORTH 00°16'00" WEST 161.62 FEET) TO THE INITIAL POINT OF BEGINNING. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SCENIC MEADOWS PUD -PAGE 23 ~~ EXHIBIT B BYLAWS OF SCENIC MEADOWS PUD HOMEOWNERS ASSOCIATION, INC., AN OREGON NONPROFIT CORPORATION NAME AND LOCATION. The name of the corporation is SCENIC MEADOWS HOMEOWNERS ASSOCIATION, INC. (hereinafter referred to as the "Association"). The Association is organized under the Oregon Nonprofit Corporation Law. The initial principal office of the Association shall be located at PO Box 3575, Central Point, Oregon, 97502, but meetings of Members and Directors may be held at such other places which are as close as possible to the property within Jackson County, Oregon, as may be designated by the Board. 2. DEFINITIONS. The terms used herein shall have the meanings set forth in Section 1, Declaration of Cov nants, Conditions and Restrictions for Scenic Meadows, a Planned Community, recorded on ~l as , 2006, as Document No. a-LU (e - p37~ 3~ in the Official Records of Jackso County, Oregon (the "Declaration"), unless otherwise specifically provided for in these Bylaws. 3. MEMBERSHIP. 3.1 Qualification. Every person or entity who is the Owner of a Lot which is subject by covenants of record to assessment by the Association shall be a Member of the Association and shall be entitled to one membership for each Lot owned. The foregoing is not intended to include persons or entities that hold an interest merely as security for the performance of an obligation. A vendee under a recorded land sale contract or recorded memorandum of land sale contract shall be considered the Owner for purposes of membership in the Association. Membership shall be appurtenant to and may not be separated from the ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Owner thereof. 3.2 Voting. (a) All membership and voting procedures are governed by the Articles and ~ Bylaws of the Association. BYLAWS OF SCENIC MEADOWS ~~ n HOMEOWNERS ASSOCIATION, INC. -Page ] ^ ~ ~'li~~ J Q nrrAtri r~ r (b) The Association shall have two classes of voting membership: Class A. Class A Members shall be all Owners, with the exception of Declarant. Class A Members are entitled to one vote for each lot in which they hold the interest required for membership. When more than one person holds such an interest in any lot, all such persons are Members. When more than one Member exists for a given lot, the vote for such lot may be exercised as those Members themselves agree. If they are unable to agree, the vote for the Unit shall be cast as provided in the Declaration. The vote applicable to any lot sold under a contract of purchase shall be exercised by the contract purchaser. Class A Members may vote by proxy. Class B. The Class B Member shall be the Declarant and shall be entitled to five (5) votes for each lot which he owns. The Class B membership shall cease and be converted to Class A membership as provided in the Declaration. The Class B Member may vote by proxy. (c) Notwithstanding anything else in this instrument that might be construed to the contrary, after Class B Membership ceases and is converted in accordance with 3.2(b) above, all provisions of this instrument requiring a vote of Class A and Class B Members, or all classes of Members, shall be construed as requiring a vote by Class A Members only. 3.3 Transfer. The membership held by any Member by virtue of his/her ownership of a Lot shall not be transferred, pledged, or alienated in any way, except upon the transfer of title to such Lot, and then only to the transferee of title thereto. 3.4 Suspension of Membership. During any period in which a Member shall be in default in the payment of any assessment levied by the Association pursuant to the Declaration, the voting rights of such Member shall be suspended. However, the Board shall give any such Member at least fifteen (15) days notice prior to such suspension, during which time the Member shall be entitled to a hearing before the Board if he so requests. 3.5 Initial Board of Directors. The initial Board of Directors shall be appointed by Declarant until such time as the Turnover Meeting is called pursuant to Section 4.1. Thereafter, the Board shall be elected as provided in Section 6. The initial Board of Directors shall consist of two (2) Directors. 4. TRANSITION AND TURNOVER MEETINGS. 4.1 Turnover Meetinu. A turnover meeting (the "Turnover Meeting") shall be called by Declarant following the termination of Class B membership in the Association, but not later than sixty (60) days after conveyance to Owners other than Declarant of ninety percent (90%) of the total number of Lots in the Planned Community. If Declarant fails to call the Turnover Meeting, any Owner may call the meeting. Notice of the meeting shall be given to Members not less than ten (10) but not more than fifty (50) days prior to the meeting. At the Turnover Meeting the Declarant shall relinquish control of the Association to the Owners. All information and documentation relating to the Project shall additionally be turned over to the Owners at such time, including but not limited to: the Declaration, all corporate documents, the deed to the common area, rules and regulations, the BYLAWS OF SCENIC MEADOWS HOMEOWNERS ASSOCIATION, INC. -Page 2 n c Q~rratarv ~,. resignation of Directors and Officers appointed by Declarant, Association funds, a report on the present financial condition of the Association, tangible personal property belonging to the Association, records of all property tax payments pertaining to the common area, copies of all income tax returns and related supporting data, all bank signature cards, plans and specifications, insurance policies, occupancy and government permits, all warranties relating to the Common Areas, a list of contractors, a roster of Owners, names of lessees, if any, and any contracts relating to the Project. Declarant or his representative shall remain available in an advisory capacity to meet with the Board on a minimum of three (3) mutually acceptable dates during the three (3) months immediately following the Turnover Meeting. 4.3 Declarant's Reservation of Rights. Notwithstanding anything to the contrary, in the event Declarant has not completed development of Lots or Common Area at the time of the Turnover Meeting, Declarant may continue to hold the special Declarant rights reserved under the Declaration. MEETINGS OF MEMBERS. 5.1 Annual Meeting. The annual meeting of the Members shall be held each year at approximately the same date to be determined by the initial Board of Directors. The annual meeting shall be held for the purpose of electing Directors and for the transaction of any other business that may come before the meeting. If the election of the Directors is not held on the day designated herein for any annual meeting of the Members, or at any adjournment thereof, the Board of Directors shall ( cause the election to be held at a special meeting of the Members as soon thereafter as may be ~r convenient and upon prior notice to the Members of the Association. 5.2 Special Meetings. Special meetings of the Members maybe called at any time by the President of the Board, by a majority of a quorum of the Board, or upon written request of Members who are entitled to vote twenty percent (20%) of the total voting power of the Association. 5.3 Notice of Meetings. Written notice of each meeting of the Members, whether annual or special, shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, in person or by mailing a copy of such notice by first-class mail at least ten (10) days, but not more than fifty (50) days, before such meeting to each Member entitled to vote thereat and to each mortgagee requesting such notice. With respect to Members, notice shall be addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Declaration or Bylaws, any budget changes or any proposal to remove a Director or Officer. Mailed notices shall be deemed received when deposited in the United States mail, with postage fully paid thereon. 5.4 uoruin. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, at least thirty percent (30%) of the votes of the entire membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation or these Bylaws. ~, If, however, such quorum shall not be present in person or by proxy at any such meeting, the Members entitled to vote thereat shall have power to adjourn the meeting without notice other than BYLAWS OF SCENIC MEADOWS ~ 1~--- HOMEOWNERS ASSOCIATION, INC. -Page 3 ~~ ~PCYPtA rV ~, announcement at the meeting, to a place and a time certain not less than five (5) days nor more than thirty (30) days from the time the original meeting was called, at which adjourned meeting the quorum requirement shall be at least twenty percent (20%) of the votes of the entire membership. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or, if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for regular meetings. Any meeting at which a quorum is present may be adjourned for any reason to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time of such meeting by Members representing a majority of the votes present thereat, either in person or by proxy. 5.5 Proxies. At all meetings of Members, each Member may vote in person or by proxy on all matters. All proxies shall be in writing, dated and filed with the Secretary before the commencement of any meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his/her Lot, or upon the death or incapacity of the Member who executed the proxy. A proxy shall terminate eleven (11) months after its execution, unless a shorter period of time is specified. Except as otherwise provided in the Articles or these Bylaws, a majority of the voting power present, in person or by proxy, shall prevail at such meeting. 5.6 Members Entitled to Vote. The Board of Directors may fix a time not exceeding thirty (30) days preceding the date of any meeting of Members as a record date for the determination of the Members entitled to vote at any such meeting and, in such case, only Members of record on the date so fixed shall be entitled to notice and to vote at such meeting. In the event no such record date is '`- fixed by the Board of Directors, the record date for the determination of Members entitled to notice and to vote at any such meeting shall be as of 8:00 a.m. on the thirtieth (30th) day preceding the date of such meeting. 5.7 Voting. The vote for each Lot shall be cast as a unit; fractional votes shall not be allowed. If more than one person is the Owner of a Lot, and such persons are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. If any such person or persons jointly owning a Lot cast a vote representing that Lot, it will thereafter be conclusively presumed for all purposes that he, she or they were acting with the authority and consent of all other such persons. In the event more than one vote is cast for a particular Lot, such votes shall be void and shall not be counted. 5.8 Order of Business. The order of business of all meetings of the Members shall be as follows: (a) Roll call; (b) Proof of notice of meeting or waiver of notice; (c) Reading of minutes of preceding meeting; (d) Reports of Board and Officers; BYLAWS OF SCENIC MEADOWS e-I„~p~, (' HOMEOWNERS ASSOCIATION, INC. -Page 4 ~~ -~i~(W=Y-'1'`~ ~'nr rPtar-`i (e) Directors, if any, are to be elected; (f) Unfinished business; and (g) New business. 5.9 Conduct of Meeting. The President shall preside over all meetings of the Association and the Secretary shall keep the minutes of the meeting and record in a Minute Book resolutions adopted at the meeting and shall keep; a record of all transactions occurring thereat. Roberts Rules of Order (latest edition), as modified by the Board of Directors, shall govern the conduct of all meetings of the Association when not in conflict with the Declaration or these Bylaws. 6. BOARD OF DIRECTORS. 6.1 Number, Tenure and Qualifications. After the Turnover Meeting, the Board of Directors of this Corporation shall consist of three (3) Members. At the first annual meeting of the Members of the corporation, and at each annual meeting thereafter, the Board of Directors succeeding the initial Board of Directors shall be elected by the Members as hereinafter set forth. Both Class A and Class B Members are permitted to cumulate their votes either by giving one candidate for election to the Board of Directors as many votes as the number of such Directors to be ~ elected, or by distributing such votes on the same principle among any number of such candidates. Notwithstanding anything else in these Bylaws, Articles of Incorporation, the Declaration or any other agreement to the contrary, it is the intent of these Bylaws that so long as there are two classes of Members, the cumulative voting provisions herein shall be interpreted to allow the Class A Members to elect not less than one (1) Director. Cumulative voting shall cease when the Class B membership is converted to Class A membership as provided in the Articles of Incorporation and the Declaration. Directors need not be Members of the corporation. The Declaration and these Bylaws provide for a period of control of the Association by the Declarant. Such control shall include allowing the Declarant to appoint or remove Members of the Board of Directors of the Association until the Turnover Meeting. 6.2 Powers. The business affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall have all of the powers set forth in the Oregon Nonprofit Corporation Act, the Articles of Incorporation, these Bylaws and the Declaration, except where the same are reserved to the Members by any of the above. 6.3 Regular Meetings. The annual meeting of the Board of Directors shall be held without notice, other than these Bylaws, immediately after, and at the same place as, the annual meeting of the Members of the Association, except that notice of the time and place of a regular meeting of the Board of Directors shall be posted at a place or places on the "property" at least three (3) days prior ~ to the meeting or notice shall be provided by a method otherwise reasonably calculated to inform Owners of such meetings. BYLAWS OF SCENiC MEADOWS ~--~~-~- HOMEOWNERS ASSOCIATION, INC. -Page 5 6.4 Special Meetings. Special meetings of the Board of Directors may be called at the request of any two Directors or at the request of the President. The person or persons authorized to call special meetings of the Board of Directors may fix the time for the holding of any special meeting of the Board of Directors. 6.5 Notice. Notice of any special meeting shall be given at least ten (10) days prior to such meeting to each Director at his/her home address, or by telegram. So that Lot Owners will know of such meeting, notice shall also be posted at a place or places on the property at least three (3) days prior to the meeting or notice shall be provided by a method otherwise reasonably calculated to inform Lot Owners of such meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the U.S. mail, so addressed, with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 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. 6.6 uorum. Attendance by a majority of Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors. If less than two Directors are present at a meeting, the Director present may adjourn the meeting from time to time without further notice except as to the date and time of the continued meeting. 6.7 Manner of Actin. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is specifically required by the Oregon Nonprofit Corporation Act, the Oregon Planned Community Act, the Articles of Incorporation or these Bylaws. 6.8 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors. 6.9 Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of Directors, unless the Articles of Incorporation provide otherwise, and further provided that, so long as there are two classes of Members, it is the intent of these Bylaws that any vacancy occurring on the Board of Directors be filled by a person representing the class of Members from which the Director was elected. Nothing in this paragraph shall be interpreted to conflict with any rights reserved to the Declarant. 6.10 Removal of Directors. Whenever the best interests of the corporation may be served thereby, a Director may be removed with or without cause at a meeting called expressly for that purpose by vote of the holders of a majority of all shares then entitled to vote at an election of ~. Directors. BYLAWS OF SCENIC MEADOWS HOMEOWNERS ASSOCIATION, INC. -Page 6 ~(~ ` rcrPtarv ~, 6.11 Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which any action on any corporate matter is taken, shall be presumed to have assented to the action taken unless written dissent to such action is filed with the person acting as Secretary of the meeting before adjournment thereof, or, unless the Director forwards such dissent by mail to the Secretary of the corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 6.12 Term. The terms of all Directors shall generally be three years and shall be staggered on an annual basis to be determined at the annual meeting. 6.13 Compensation and Expenses. No Director shall receive compensation for his/her services as a Director of the corporation. Reimbursable expenses, if any, shall be paid upon approval of the Board of Directors. 6.14 Fidelity Bonds. The Board of Directors shall require that any person or entity, including, but not limited to, employees of any professional manager, who handles or is responsible for Association funds, shall furnish such fidelity bond as the Board deems adequate. The premiums on such bonds shall be paid by the Association. 6.15 Open Meetings. All meetings of the Board of Directors shall be open to the Members. 7. OFFICERS AND THEIR DUTIES. 7.1 Enumeration of Officers. The Officers of the Association shall be a President, a Secretary and a Treasurer, and such other Officers as the Board may from time to time deem necessary. Only the offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices. The President shall be a Member of the Board of Directors. No other Officer shall be required to be selected from the Board of Directors. 7.2 Election of Officers. The election of Officers shall take place at the first regular meeting of the Board following the Turnover Meeting and each annual meeting of the Members thereafter; provided, however, prior to the Turnover Meeting, the Officers may be appointed on an annual basis by the Board of Directors or by Declarants. 7.3 Term. The Officers of the Association shall be elected annually by the Board, and each shall hold office for one (1) year unless they shall sooner resign, or shall be removed, or otherwise become disqualified to serve. 7.4 Resignation and Removal. Any Officer may be removed from office with or without cause by the Board. Any Officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such ~ resignation shall not be necessary to make it effective. BYLAWS OF SCENIC MEADOWS HOMEOWNERS ASSOCIATION, INC. -Page 7 v arratarc~ ~,, 7.5 Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The Officer elected to such vacancy shall serve for the remainder of the term of the Officer he/she replaces. 7.6 Duties. The duties of the Officers are as follows: (a) The President shall preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried out; and shall, if required by the Board, sign all written instruments on behalf of the Association; (b) The Secretary shall act in the place and stead of the President in the event of his absence, inability or refusal to act. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal, if any, of the Association and affix it to all papers requiring said seal; serve notice of the meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association, together with their addresses; and shall perform such other duties as are required by the Board; (c) The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association, and shall disburse such funds as directed by resolution of the Board; keep proper books of account; cause an annual audit of the Association books to be made at the completion of each fiscal year and make the same available to Members of the Association for inspection within thirty (30) days after the completion of said audit; and shall prepare an annual budget and a statement of income and expenditures and report to be presented to the Membership at its regular annual meeting, and deliver a copy of each to the Members, within thirty (30) days after its completion. (d) Checks of the Association shall be signed by the officer or officers designated by the Board. 8. LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS AND COMMON INTERESTED DIRECTORS. 8.1 Liability and Indemnification of Officers and Directors. The Association shall indemnify every Officer and Director of the Association against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any Officer or Director in connection with any action, suit or other proceeding (including settlement of any suit or proceeding if approved by the then Board of Directors of the Association) to which he/she may be made a party by reason of being or having been an Officer or Director of the Association whether or not such person is an Officer or Director at the tune such expenses are incurred. The Officers and Directors of the Association shall not be liable to the Owners for any mistakes of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The Officers and Directors of the Association shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such Officers or Directors may also be `~ Owners of Lots) and the Association shall indemnify and forever hold each such Officer and Director free and harmless against any and all liabilities to others on account of any such contract or BYLAWS OF SCENIC MEADOWS ~...~-a / HOMEOWNERS ASSOCIATION, INC. -Page 8 ~r j-/~([I_~•~ - 1 cA..r~r:,.-., commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any Officer or Director of the Association or former Officer or Director of the Association may be entitled. 8.2 Common Interested Directors. The Directors shall exercise their powers and duties in good faith and with a view of the interests of the Association. No contract or other transaction between the Association and one or more of its Directors, or between the Association and any corporation, firm or association (including the Declarant), in which one or more of the Directors of the Association are Directors or Officers or are pecuniarily or otherwise interested, is either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, or because his vote is counted for such purpose, if any of the conditions specified in any of the following subparagraphs exist: (a) The fact of the common directorate or interest is disclosed or known to the Board of Directors or a majority thereof or noted in the Minutes, and the Board authorizes, approves, or ratifies such contract or transaction in good faith by a vote sufficient for that purpose; or (b) The fact of the common directorate or interest is disclosed or known to the Members, or a majority thereof, and they approve or ratify the contract or transaction in good faith by a vote sufficient for that purpose; or (c) The contract or transaction is commercially reasonable to the Association at the time it is authorized, ratified, approved or executed. Common or interested Directors may be counted in determining the presence of a quorum at any meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies any contract or transaction, and may vote thereat to authorize any contract or transaction with like force and effect as if he/she were not such Director or Officer of such Association or not so interested. 9. INSURANCE. 9.1 Insurance to be Obtained by Association. The Association shall obtain and maintain at all times insurance, as set for herein, including insurance against fire, vandalism, malicious mischief and personal injury, where applicable and appropriate, with endorsement for extended coverage, or other perils, for the full insurable replacement value of the Association property. The insurer shall be governed by the following provisions: (a) The insurer shall waive its rights of subrogation to any claims against the Declarant, the Board of Directors, the Association, the Managing Agent, the Owners and their respective agents, employees, tenants, guests and, in the case of Owners, the members of the their households. BYLAWS OF SCENIC MEADOWS HOMEOWNERS ASSOCIATION, INC. -Page 9 ~~ ~ t~~~-" p CPrr~tarV `, (b) The master policy on the Association property shall not be cancelled, invalidated, or suspended on account of the conduct of any Member of the Board, Officer or employee of the Board of the Board of Directors or the Managing Agent or Owners, without a prior demand in writing that the Board of Directors or the Managing Agent cure the defect. (c) The policy may not be cancelled or substantially modified without at least thirty (30) days' prior written notice to the Board of Directors. (d) The net proceeds of such policies shall be payable to the Association. (e) All policies of insurance shall be written with a company licensed to do business in the State of Oregon and holding a rating of "A+" or better by the Best's Insurance Reports, or equivalent. (f) In no event shall the insurance coverage obtained and maintained by the Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners or their mortgagees. 9.2 Coverage. (a) Casualty. All improvements, which the Board decides should be insured, in the Landscape Area shall be insured in an amount to be determined annually by the Board of ~`'`' Directors. If determined appropriate by the Board, such coverage shall afford protection against: (i) Loss or damage by fire and other hazards covered by a standard extended coverage endorsement; and (ii) Such other risks as from time to time shall customarily be covered with respect to similar construction as found in the Landscape Area, including, but not limited to, vandalism and malicious mischief. (b) Liability Insurance. Public liability insurance shall be obtained in such amounts and with coverages as shall be required by the Board of Directors, and shall include, but not be limited to, hired automobile and non-owned automobile coverages, with across-liability endorsement to cover liabilities of the Owners as a group to an Owner. The Board of Directors shall review such limits once a year. It shall be the responsibility of each Owner to obtain, at his/her own expense, liability insurance with respect tohis/her ownership and/or use of his/her Dwelling Unit and Lot, and the Board of Directors shall not be responsible for obtaining such insurance. (c) In addition, the Board shall obtain the following coverages. (i) Worker's compensation insurance meeting all the requirements of the laws of the State of Oregon, if necessary. (ii) Directors and Officers liability insurance, if necessary. BYLAWS OF SCENIC MEADOWS f~~~- HOMEOWNERS ASSOCIATION, INC. -Page 10 CPrrFtani (iii) Fidelity bond for Officers and Directors, if the Board deems such necessary. (iv) Such other insurance as the Board of Directors shall determine from time to time to be desirable. 93 Premiums. Premiums for insurance policies purchased by the Association shall be assessed by the Association against the Owners as part of the Common Expenses. 9.4 Payment of Proceeds to Association. All insurance policies purchased by the Association shall be for the benefit of the Association and shall provide that all proceeds covering property losses shall be paid to the Association. 9.5 Distribution of Proceeds. Proceeds of insurance policies received by the Association shall be distributed in the following manner. (a) Reconstruction or Repair. If the damage for which the proceeds are paid is to be repaired or reconstructed, the remaining proceeds shall be paid to defray the cost thereof as elsewhere provided. (b) Failure to Reconstruct or Repair. If it is determined in the manner elsewhere provided that the damage for which the proceeds are paid shall not be reconstructed or repaired, the remaining proceeds may be used by the Association for such Landscape Area improvements as it shall deem appropriate. 9.6 Insurance to be Obtained by Owner. Each Owner of a Lot shall insure his Dwelling Unit at its frill insurable replacement value against fire, vandalism and malicious mischief with an endorsement for extended coverage. Each Owner shall obtain from his/her insurance carrier a waiver of its subrogation rights to any claims against the Declarant, the Board of Directors, the Association, the Managing Agent, the Owners and their respective agents, employees, tenants, guests and, in the case of Owner, the members of their households. 10. MEMBER'S OBLIGATIONS 1N CONNECTION WITH USE OF PROPERTY. 10.1 Lawful Use. No Owner shall permit or suffer anything to be done or kept upon any Lot or the Landscape Area which will increase the rate of insurance on the Dwelling Units, or the contents thereof, or the Landscape Area, which will result in the cancellation of such insurance, or which is in violation of any law. No Owner shall permit or suffer anything to be done or kept upon any Lot or the Landscape Area which will obstruct or interfere with the rights of other Owners, or annoy other Owners by unreasonable noises or otherwise, nor shall any Owner commit or permit any nuisance or immoral or illegal act on any Lot or the Landscape Area. Each Owner shall comply with all requirements of applicable governmental authorities respecting the use and occupancy of the Lots. BYLAWS OF SCENIC MEADOWS HOMEOWNERS ASSOCIATION, INC. -Page 11 ~~ Qca~rata nc~ . 10.2 Compliance with Rules. Each Owner shall pay Association dues and assessments when they are due. Each Owner shall comply with the terms of the Declaration and these Bylaws and all rules and regulations adopted and promulgated by the Board of Directors or Architectural Committee. 10.3 Use of Employees of Association. An Owner shall not require or request employees of the Association to do work on the Owner's premises or anywhere on the Project unless such work is the responsibility of the Association, and then, except in case of emergency, any such request shall be made through the Association manager, if any, or the Board. 11. BOOKS AND RECORDS. 11.1 Inspection. The membership register, books of account and minutes of meetings of the Members, of the Board and of committees of the Board shall be made available for inspection and copying by any Member of the Association or by his/her duly-appointed representative at any reasonable time and for a purpose reasonably related to his/her interest as a Member, at the office of the Association or at such other place within the Planned Community as the Board shall prescribe. 11.2 Rules. The Board shall establish reasonable rules with respect to: (a) Notice to be given to the custodian of the records by the Member desiring to make the inspection. (b) Hours and days of the week when such an inspection may be made. Member. (c) Payment of the cost of reproducing copies of documents requested by a 11.3 Director's Rights. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents. 12. AMENDMENTS. These Bylaws may be amended only by the vote or written assent of the Members as follows: (a) So long as the Class A and Class B memberships exist, upon the vote or written assent of a majority of the voting power of each class, or (b) After conversion of the Class B to Class A membership, upon the vote or written asset of a majority of the total voting power of the Association including a majority of the voting power of Members other than Declarant. BYLAWS OF SCENIC MEADOWS c~~J HOMEOWNERS ASSOCIATION, INC. -Page 12 ~~ f~/'~p~-bL~- Secretary '~ Provided, however, that the percentage of the voting power necessary to amend a specific clause or provision shall not be less than the percentage of affirmative votes or written assets prescribed for action to betaken under that clause or provision. Prior to completion of the Project by Declarant, no amendment to Section 4.3 of these Bylaws shall be effective without the prior written consent of Declarant. In the event of any conflict between the Declaration and these Bylaws, the Declaration shall control. 13. NOTICES. Any written notice or other documents relating to or required by these Bylaws may be delivered either personally or by mail. If by mail, such notice or document shall be deemed to have been delivered and received five (5) calendar days after copy thereof has been deposited in the United States postal service, postage prepaid addressed as follows: (a) If to the Association, to the address designated by the Association as its principal office address in the Articles of Incorporation. (b) If to an Owner, or to his Tenant, then to the address of any L.ot owned, in whole or in part, by his/her or to any other address last furnished by an Owner or his Tenant to the Association. (c) If to Declarant: Grout & Associates LLC PO Box 3575 Central Point, OR 97502 Provided, however, that any such address maybe changed at any time by the party concerned by delivering a written notice of change of address to the Association. Each Owner of a Lot or his Tenant shall file the correct mailing address of such Owner or his Tenant with the Association, and shall promptly notify the Association in writing of any subsequent change of address. 14. NUMBER; GENDER. The singular shall include the plural and the plural the singular unless the context requires the contrary, and the masculine, feminine and neuter shall each include the masculine, feminine or neuter, as the context requires. BYLAWS OF SCENIC MEADOWS Y~~~~ HOMEOWNERS ASSOCIATION, (NC. -Page 13 ~(„ "~'-~K~- y~ Secretary