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HomeMy WebLinkAboutGray Court - CC&RsI ` ~-'f - Gp~~~ Jackson County Official Records 2008_021045 R-DR 3 Cnt=1 Stn=6 HELMANG~s~05/2008 08:03:00 AM O 1 $180 00 $5.00 $5.00 $11.00 Total:$201.00 ~i `. After recording return to: Eugene Grant 01326040200800210450360367 Davis Wright Tremalne I, Christine Walker. County Clerk for Jackson County. Oregon, certify that the instrument identified herein was recorded in the Clerk 1300 S.W. 5th Ave., Suite 2300 records. Christine Walker -County Clerk Portland, Oregon 97201 DECLARATION OF EASEMENTS, RESTRICTIONS, COVENANTS AND CONDITIONS AFFECTING GRAY COURT SUBDIVISION THIS DECLARATION is made this ~ day of ~ 200, by JON S. GRAY (hereinafter referred to as "Declarant"). Declarant is the owner of certain Real Property located in the City of Central Point, Jackson County, Oregon, described in the attached Exhibit A, which is incorporated in this Declazation by this reference. Declazant has previously divided the Real Property such that each residential dwelling unit is located upon its own separate legal lot. The purpose of this declaration is to create an Oregon planned community under the under the name of Gray Court Subdivision and subject the Property to various easements, restrictions, covenants, and conditions and to the provisions of the Oregon Planned Community Act, being ORS 94.550 to 94.783 (as amended), for the purpose of enhancing and protecting its value, desirability, and attractiveness. Gray Court Subdivision is a Class I planned community as that term is defined under ORS 94.550(3), because Gray Court Subdivision consists of twenty-three lots with an estimated annual assessment of $100.00 per lot. Declarant hereby declazes that all of Gray Court Subdivision shall be held, sold, and conveyed, subject to the following easements, restrictions, covenants, and conditions, which shall run with Gray Court Subdivision and shall be binding on all parties having or acquiring any right, title, or interest in Gray Court Subdivision or any part thereof, and shall inure to the benefit of each Owner of a Lot. ARTICLE I Definitions "Articles of Incorporation" or "Articles" shall mean the articles of incorporation of the Association, incorporated herein by this reference. "Association" shall mean Gray Court Homeowners Association, Inc. an Oregon nonprofit corporation, its successors and assigns, to be organized in accordance with the terms hereof. "Boazd of Directors" or "Board" shall mean the boazd of directors of the Association organized pursuant to this Declaration and the Bylaws. "Bylaws" shall mean the Bylaws of the Association attached as Exhibit B to this Declaration as the same may hereafter be amended, which shall be recorded in Jackson County, ~ Oregon concurrently with the recording of this Declaration. The Bylaws are incorporated herein by this reference. 1 -GRAY COURT SUBDIVISION DECLARATION OF PROTECTIVE RESTRICTIONS ~PDX 1771252x1 0084094-000001 "Common Property" shall mean that portion of the Property consisting of a park, and more particulazly described on Exhibit C. "Declarant" shall mean Jon S. Gray, or any purchaser of undeveloped Lots in Gray Court Subdivision who is designated as a successor Declazant pursuant to Article X, Section 7 below. "Declaration" shall mean this document and any amendment or restatement of this Declaration where the context requires. "Director" or "Directors" shall mean members of the Boazd. "Improvement" shall mean every structure or improvement of any kind, including but not limited to buildings, sidewalks, fences, benches, walls, works of art, trees, hedges, plantings, poles, changes in exterior color or shape, and site work (such as, without limitation, excavation, grading, road construction, and utility improvements. "Lot" shall mean lots 1 through 23 as shown on the Plat. Each Lot is intended to be used for residential purposes. "Member" shall mean an Owner. "Mortgage" shall include a mortgage, a deed of trust and a contract for the sale of real err estate. "Mortgagee" shall include a mortgagee under a mortgage, a deed of trust beneficiary, or a vendor under a contract for the sale of real estate. "Owner" shall mean the record owner, whether one or more persons or entities, of the fee simple title to any Lot, but excluding those having such interest merely as security for the performance of an obligation, and the Owner's successors, heirs and assigns. Where any Lot is the subject of an installment contract of sale, the vendee under the contract shall be considered the Owner. "Plat" shall mean that certain Plat of Gray Court Subdivision, as recorded in the Plat Records of Jackson County, Oregon, currently with the recording of this Declaration, which will be incorporated here in by this reference. "Quorum" for any meeting of the Association means the presence in person or by proxy of the voting representatives of at least five Lot s at the beginning of the meeting. "Property," or "Gray Court Subdivision" shall mean all real property contained within the Plat as described in the attached Exhibit A. "Residence" shall mean that portion or part of any Structure intended to be occupied by one family as a dwelling, together with attached or detached garage, patios, porches, decks, and ,~ steps annexed thereto. 2 -GRAY COURT SUBDNISION DECLARATION PDX 1771252v1 0084094-000001 ~, "Structure" shall mean the broadest legal definition attributable to the term "structure." For purposes of construction, the term "Structure" shall mean, but not be limited to the building, construction, fabrication, assembly, or production of any manmade work artificially built up or composed of parts joined together in some definite manner whether of a permanent or temporary nature and whether movable or immovable. ARTICLE Il Membership in Association Every person or entity who is an Owner of a Lot, including the Declarant, shall be a "Proprietary Member" of the Association. The foregoing is not intended to include persons or entities who have an interest merely as security for the performance of an obligation. Proprietary membership shall be appurtenant to and may not be sepazated from ownership of a Lot. Ownership of a Lot shall be the sole qualification for proprietazy membership. Each lessee, renter, or other occupant of a Lot not eligible for proprietary membership, but who satisfies the conditions of the Bylaws of the Association and this Declazation shall bean "Associate Member," which status shall continue in effect during such period as the Associate Member shall be an authorized non-proprietary tenant of a Lot. Associate membership shall carry all the rights and privileges and shall be subject to all obligations and responsibilities of proprietary membership, except the right to vote. At any time an Associate Member shall cease to be a resident of the Property, or shall become a Proprietary Member, his or her rights and privileges as ~, an Associate Member shall thereupon terminate. ARTICLE III Owners' Association Control Section 1. Control of Affairs of Association. The Declazant shall appoint the Board of Directors and control the Association until administrative responsibility for Gray Court Subdivision is turned over to the Owners. Declarant shall have administrative control of the Association by means of its Class B voting rights. On the date that is not later than ninety (90) days after the Class B Membership has ceased as determined under Section 2 of this Article, Declazant shall call a meeting for the purpose of turning over administrative responsibility for Gray Court Subdivision to the Owners (the "Turnover Meeting") by the election of a new boazd of directors in the manner prescribed in the Bylaws. Section 2. Voting Ri ts. The Association shall have two classes of voting membership: Class A. Class A Members shall be all Proprietary Members with the exception of Declazant as to its initial ownership of Lots prior to sale, provided, that Declazant shall become a Class A Member when its Class B membership has been converted as set forth in the following paragraph. Class A Members shall be entitled to a total of one (1) vote for each Lot in which they hold the interest required for membership in Article III. When more than one person holds such interest in any Lot, each of such persons shall be a Proprietary Member, however only one 3 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 vote may be exercised for any one Lot regazdless of the number of Proprietary Members having an interest in the Lot. Class B. Declarant shall be the Class B Member. The Class B membership shall be entitled to three (3) votes for each Lot within the Real Property owned by Declarant, provided that the Class B membership shall cease and be converted to Class A membership upon the first of the following to occur: (a) the date when Declazant turns over control of the Association to the Owners by calling a meeting of the Owners for the purpose of electing new Association Directors and Officers; or (b) Ninety (90) days after all of the Lots have been conveyed to Owners other than a successor Declarant. ARTICLE IV Members' Easement of Enioyment of Common Prouerty Concurrently with the recording of this Declazation, Declarant has conveyed the Common Property to the Association. Each Owner shall have a nonexclusive right and easement of use and enjoyment of the Common Property. Such easement for the Common Property shall be appurtenant to and shall pass with the title to every Lot; subject, however, to the following ~ limitations: (a) The right of the Association, acting by and through its Boazd of Directors, to grant easements for public utilities or for other public purposes consistent with the intended use of the Common Property. Such action shall be preceded by written notice of the action to every Class A Member not less than ten (10) nor more than ninety (90) days prior to such action. (b) The right of the Association to sell, convey or subject to a security interest any portion of the Common Property subject to such conditions as may be agreed to by the Proprietary Members. No such sale, conveyance or creation of a security interest shall be effective unless an instrument signed by Members entitled to cast two-thirds (2/3) of the votes of the Class A membership and two-thirds (2/3) of the Class B membership, if any, has been recorded in the appropriate records of Jackson County, Oregon, agreeing to such sale, conveyance or creation of security interest. Written notice of the proposed action shall be sent to every Proprietary Member not less than thirty (30) nor more than ninety (90) days prior to such vote. (c) The right of the Boazd of Directors of the Association to promulgate reasonable rules and regulations governing protection and maintenance of the Common Property. ARTICLE V '~, Maintenance and Insurance 4 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 +`, Section 1. Association Maintenance. The Association shall maintain and keep the Common Property in good condition and repair. The cost of maintaining the Common Property shall be assessed to the Owners pursuant to the terms of Article VI below. The Declarant, on behalf of the Association, shall conduct an initial reserve study, which shall (a) identify all items for which reserves aze or will be established; (b) include the estimated remaining useful life of each item as of the date of the reserve study; and (c) include for each item, as applicable, an estimated cost of maintenance and repair and replacement at the end of the items useful life. The Board of Directors shall conduct a reserve study on an annual basis or review and update an existing study to determine the reserve account requirements. The Board of Directors shall also prepare a maintenance plan for the maintenance, repair and replacement of all property for the Common Property. The maintenance plan shall (a) describe the maintenance, repair and replacement to be conducted; (b) include a schedule for the maintenance, repair and replacement; (c) be appropriate for the size and complexity of the maintenance, repair and replacement responsibility of the Association; and (d) address issues that include but are not limited to warranties and the useful life the items for which the Association has maintenance, repair and replacement responsibility. The Board of Directors shall review and update the maintenance plan as necessary. Section 2. Maintenance of Lots. Each Owner shall maintain his or her Lot and all Improvements located thereon in a clean and attractive condition, in good repair, in such a fashion as not to create a fire hazard, and in a manner consistent with similaz residential developments in the Jackson County azea. Such maintenance shall include, without limitation, as applicable, painting, trimming, mowing, repair, and replacement of and care for roofs, gutters, downspouts, exterior building surfaces, landscaping, driveways, pazking areas, walks and other exterior Improvements. In the event new siding, exterior paint, roofing, gutters, downspouts or other exterior Improvements need to be installed or otherwise completed on an attached Residence, the Owners of both Residences that are attached must agree to replace the siding, exterior paint, roofing, gutters, downspouts or other exterior Improvements on both Residences at the same time, so that the construction materials, color and general appeazance of such exterior Improvements aze identical and of similaz chazacter as the original materials used on such Residences. Section 3. Association Insurance. The Association shall maintain the insurance coverage set forth under Article VIII of the Bylaws. Section 4. Owner's Insurance. Each Owner shall procure and maintain property insurance covering the Residence and other Structures and Improvements constructed on his or her Lot for their full replacement value. In the event of a partial or total loss or damage resulting in the destruction of the Residence, Structures or other Improvements, the Owner thereof shall proceed promptly to repair or reconstruct the damaged Residence, Structures or Improvements in a manner consistent with the original construction. The Owner shall pay any costs of repair or reconstruction which are not covered by insurance proceeds. ARTICLE VI Covenant for Maintenance Assessments 5 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 Section 1. Creation of the Lien and Personal Obligation of Assessment. By acceptance of a deed or contract of purchase for any Lot in Gray Court Subdivision, whether or not it shall be so expressed in any such deed or other conveyance, each Owner is deemed to covenant and agree to pay the Association (1) regular annual or other regulaz periodic assessments or chazges as established by the Association from time to time for the purposes set forth in Section 2 of this Article, and (2) special assessments for capital improvements as set forth in Section 5 of this Article. Such assessments shall be fixed, established and collected from time to time as provided below. The regulaz and special assessments, together with such interest thereon and costs of collection thereof, as provided below, shall be a chazge on each Lot and shall be a continuing lien upon the property against which each such assessment is made. Any Owner may request an estoppel statement from the Association regazding the existence of assessment liens against the Lot and whether there are any then existing violations of this Declaration with respect to such Lot. Any such request shall be effective to estop the Association from claiming any such liens or violations other than as stated in a written response to the request given within ten (10) business days of the date such request is delivered. Any such estoppel statement request shall be effective only if delivered in writing to the registered agent of the Association as shown in the records of the Secretazy of State's office for the State of Oregon. Failure by the Association to respond by such deadline shall be deemed a response of no liens and no violations. Each such assessment, together with interest, costs, and reasonable attorneys' fees, shall also be the personal obligation of the person who was the Owner of such Lot at the time such assessment became due and any successors in title unless otherwise provided herein. rw Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, enjoyment, and protection of the Members, non-Members and users of Gray Court Subdivision and in particulaz for the insuring, preservation and maintenance of the Building Shell of the Lots, the Common Property and other property designated by the Board of Directors of the Association. Section 3. Annual Assessment Basis and Maximum. The initial regulaz assessment shall be in an amount determined by the Declarant to be reasonably sufficient to pay the maintenance, insurance and other expenses of the Association. The regular annual assessment may be increased by a vote of the Proprietary Members, provided, that any such increase shall be approved by the affirmative vote of not less than fifty-one percent (51 %) of the votes of each class of Proprietary Members who aze voting in person or by proxy, at a meeting attended by not less than a Quorum and which is duly called for this purpose, written notice of which shall be sent to all Proprietary Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting. Section 4. Reserve Fund. The Association may but is not required to establish a reserve account for repair and replacement of common elements as needed to keep such in good condition and repair. Any reserve account established under this Section shall be funded by sepazate reserve assessments against the Lots in such amount as the Owners may approve as a part of the annual Association budget. The reserve account shall be established in the name of the Association. The Association shall be responsible for administering the account. Assessments paid into the reserve account aze the property of the Association and are not refundable to sellers or Owners. 6 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 ~ Section 5. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment yeaz a special assessment applicable to that year only, for the purposes of defraying, in whole or in part, the costs of any unexpected or unfunded repair or replacement of the Common Property, provided that any such special assessment shall require the assent of fifty-one percent (51 %) of the votes of each class of Proprietary Members who aze voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Proprietary Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting. A Quorum must be present for said meeting. This Section shall not prohibit the Directors from authorizing capital expenditures for replacement, repairs or improvements from funds generated by regular assessments. Section 6. Uniform Rate of Assessment: Common Profits. All annual assessments and any special assessments must be fixed at a uniform and equal rate per Lot for services rendered for all Lots and may be collected on an annual, semi-annual, quarterly, or monthly basis in the discretion of the Boazd. If special services are rendered to specific Lots at the request of the Owners thereof, additional assessments shall be chazged to such Lots. If the Association has any common profits at the end of any fiscal yeaz, the Boadd of Directors may, in its sole discretion, elect to distribute them to Owners in proportion to the assessments made by the Owners during the same fiscal yeaz. Section 7. Date of Commencement of Annual Assessments; Due Date. Declazant ~, shall pay all common expenses of the Association until the Lots aze assessed for common expenses. The first regulaz assessment to Owners, other than Declazant, shall commence on the first day of the month following the closing date for the first sale of a Lot within Gray Court Subdivision. Declarant shall begin to pay regulaz assessments on a particular Lot owned by Declarant the same as the other Owners, provided that Declarant reserves the right to defer payment of any reserve assessment on a Lot until the eazlier of the date the Lot is sold to a third party or the date of the Turnover Meeting. The Board of Directors shall fix the amount of the regulaz assessment at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner. The payment due dates shall be established by the Boadd of Directors. The Association shall, upon demand at any reasonable time, furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specific Lot have been paid. A reasonable chazge may be made by the Board of Directors for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid. Section 8. Effect of Nonpayment of Assessments; Remedies of the Association. Any assessment not paid when due shall be delinquent and constitute a lien on the Lot on which it is assessed. If an assessment is not paid within thirty (30) days after the due date, the assessment shall beaz interest from the date of delinquency at the rate of twelve percent (12%) per annum. Prior to any suit to foreclose the Association lien for any assessments, the secretary of the Association shall file in the Official Records of Jackson County, Oregon a notice of lien specifying the amount of any such charges or assessments together with interest as aforesaid, ~, which are delinquent with respect to any Lot, and upon payment in full thereof, shall execute and file a proper release of the lien securing the assessment, but the failure to record such a lien 7 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 notice shall not affect the validity of the lien, which shall run with and bind the Lot the same as the underlying obligations upon which it is based. The aggregate amount of such assessment, together with interest, costs, expenses and reasonable attorneys' fees for the filing and enforcement thereof, shall constitute a lien on the Lot with respect to which it is assessed, including any improvement thereon, from the date the assessment is due to the Association, until the same has been paid or released as herein provided. Such lien may be enforced by the Association in the manner provided by law with respect to liens upon real property. The Owner of the Lot at the time the assessment becomes due shall be personally liable for the resulting expenses, costs, disbursements, expert witness fees and attorneys' fees, including additional attorneys' fees incurred upon appeal, which shall also be secured by the lien. The Owner at the time such assessment is incurred shall also be personally liable for any deficiency remaining unpaid after any foreclosure sale. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Property or abandonment of such Owner's Lot. Section 9. Subordination of the Lien to Mortgages. The lien of the assessments provided herein, accruing after the effective date of a mortgage or a trust deed, shall be inferior, junior and subordinate to the lien of all mortgages and trust deeds existing or hereafter placed upon any Lot. Except as provided below, sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot which is subject to any mortgage or trust deed, pursuant to a decree of foreclosure under such mortgage or trust deed or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessment as to `, amounts thereof which become due prior to such sale or transfer. Such sale or transfer shall not relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof. The sole exception to the foregoing subordination of the assessment lien is when the following requirements aze satisfied: (a) The Association has given the lender under the mortgage or trust deed ninety (90) days prior written notice of the Association's lien. The notice shall contain: (a) the name of the borrower shown on the trust deed or mortgage; (b) the recording date and information for the trust deed or mortgage; (c) the legal description of the Lot; (d) the amount owed to the Association; (e) a statement that the lender will lose its priority under the mortgage or trust deed unless the lender initiates enforcement action within ninety (90) days after the date the notice is given. (b) The lender has not initiated judicial action to foreclose the mortgage or requested issuance of a trustee's notice of sale under the trust deed or accepted a deed in lieu of foreclosure prior to the expiration of ninety (90) days following the Association's notice. (c) The Association has provided the lender with such information and documents as the lender may reasonably request, within ten (10) business days of lender's request. Section 10. Exempt Property. The following property which is subject to this ~ Declazation shall be exempt from the assessments created herein: (a) all properties expressly dedicated to and accepted by a local public authority; and (b) all Common Property. 8 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 ,) ~, ARTICLE VII Use Restrictions and Limitations Section 1. Use Restriction. No Lot shall be used except as a primary or secondary Residence for a single family and may be used for home businesses accessory to the residential use provided that the business is compatible with the residential chazacter of Gray Court Subdivision and is allowed under local ordinances. No Lot shall be subdivided or partitioned, and no Lot shall be subjected to the provisions of the Oregon Condominium Act (being ORS 100.005 to 100.990, as amended). Declarant's use of any Lot as a sales office or model home for purposes of sales in Gray Court Subdivision shall not be subject to the regulation of the Board until Declarant no longer owns any Lots within Gray Court Subdivision. Section 2. Plat Easements. The easements shown on the Plat shall be permanent and shall benefit and burden the Property as indicated on the Plat. Such easements shall run under, over, and across the Property as shown on the Plat, for the purposes indicated upon the Plat. The public and private utility easements shown on the Plat shall be for the purpose of erecting, installing, constructing, maintaining and operating sewers and drainage and irrigating systems, and pipe, wires, cables and conduits for lighting, heating, power, telephone and any other method of conducting and performing any public or quasi-public utility service or function beneath, upon, or above the surface of such Property. Within these easements, no Structure, fence, planting or other materials shall be placed or permitted to remain, which may damage or interfere with the installation or maintenance of such utilities or facilities, or which may change the direction of flow of water through a drainage channel or facilities in the easements or which may obstruct or retazd the flow of water through drainage channels in the easements. However, an Owner may place removable Structures, or surface coverings such as asphalt or concrete on this easement area or install fencing, plant shrubbery or otherwise landscape this azea, if the Owner agrees to remove the same at Owner's expense whenever it is necessary to have access to the surface or sub-surface property(s) within the easement for the purpose specified herein. The Owner shall be responsible for maintaining and repairing any permitted items the Owner places in the easement azea on the Owner's Lot. Any utility facilities shall be maintained, repaired and replaced solely by the benefited party who placed them in the easement area except to the extent they are damaged through the fault of an Owner. Section 3. Temporary Structure. No Structure of a temporary nature, trailer, tent, shack or other outbuilding shall be used at any time as a residence, either temporary or permanent. Section 4. Landscaping. All landscaping on a Lot must be completed within two (2) months from the date of occupancy of a Residence. In the event of undue hazdship due to weather conditions, this provision may be extended for a reasonable length of time not to exceed four (4) months. All landscaping shall provide adequate surface water drainage to prevent unnecessary dischazge onto adjoining Lots. Until such landscaping is completed, the Owner shall regularly mow his or her Lot to prevent noxious weeds from growing and to maintain an ~, orderly aesthetic appearance. 9 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 ~, Section 5. Fences and Hedges. Fences and hedges are permitted only in the rear and side yards of any Lot. Section 6. Parking. Pazking of vehicles other than cars and similaz passenger vehicles, including but not limited to campers, R.V.'s, camp trailers, boats, motor homes and other types of transportation will not be allowed on any part of any Lot or public ways for any period in excess of forty-eight (48) hours, and then only on an occasional basis, unless they are pazked within an enclosed Structure on the Owner's Lot. No Owner shall permit any vehicle which is in a state of disrepair to be abandoned or to remain pazked upon any Lot or on public ways for a period in excess of forty-eight (48) hours. Section 7. Offensive or Unlawful Activities. No unlawful use shall be made of the Property, and all Owners shall company with all laws, ordinances, and regulations of all governmental authorities having jurisdiction over the Property. No noxious or offensive activity shall be carried on upon any Lot, nor shall anything be done thereon which may be, or may become, an annoyance or a nuisance to other Owners. Each Lot and the Common Property shall not be used or maintained as a dumping ground for rubbish, gazbage, or trash. All gazbage and other waste shall be kept in sanitary containers emptied weekly and out of public view. All equipment for storage or disposal of such material shall be kept in a clean and sanitary condition, and comply with all local, state or Federal requirements. Section 8. Business and Commercial Use. Except as provided in Section 1 above, no ,~ trades, crafts, businesses, professions, commercial, or similaz activities of any kind shall be conducted on any Lot, nor shall any goods, equipment, vehicles, materials, or supplies used in connection with any trade, service or business be kept or stored on any Lot, except for (i) one room offices which are not designated by exterior signs and do not create additional vehicle traffic, and (ii) any home builder or Declarant, who is constructing Residences on Lots, or storing construction materials and equipment on said Lots in the normal course of said construction and to use completed homes as sales models as provided herein. Section 9. Signs. No sign of any kind shall be displayed to the public view on any Lot, except one professionally made of not more than four (4) square feet advertising the Lot for sale. This restriction shall not prohibit the temporary placement of political signs on any Lot by its Owner, or placement of a professionally made sign by Declarant, which complies with local applicable sign ordinances. This restriction does not apply to signs used by Declarant, builders, realtors or agents during the sales of Residences. Section 10. Animals. No animals, livestock or poultry of any kind shall be raised, bred, or kept on any Lot, except dogs, cats, or other household pets may be kept, provided that they are not kept, bred, or maintained for any commercial purpose. Owners whose pets cause any inconvenience or unpleasantness to other Owners shall take all steps reasonably necessary to prevent recurrence thereof and Owners whose pets damage other Owners' Lots or personal property shall reimburse such other Owners for reasonable costs actually incurred by such other Owners in repairing such damage. An Owner shall ensure that such Owner's dog is leashed when on the Property and outside of such Owner's Residence. 10 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 ~J ~, Section 11. Construction Completion. Construction of any Structure shall be completed, including painting and exterior finish, within eight (8) months from the commencement of construction. In the event of undue hardship due to extraordinary weather conditions, this provision may be extended for a reasonable length of time, not to exceed twelve (12) months. Section 12. Antennas and Service Facilities. No exterior antennas, aerials or satellite dishes shall be permitted, except that satellite dishes twenty-two inches (22") or less in width shall be pennitted on Lots so long as they aze not visible from the street. Clotheslines and other service facilities shall be screened so as not to be viewed from the street. Section 13. Hot Tubs. One hot tub per Residence is permitted in the reaz yazd of a Lot, and then only if the reaz yazd is fenced. In no event shall the circulating jets of a hot tub be operated past the hour of 10:30 p.m. local time because of the noise generated by the jets and the increased volume levels of conversations while the jets are operating. Section 14. Pools. No above-ground swimming pools shall be installed, constructed or maintained on any Lot. Section 15. Renting and Leasing_ No Residence or any part thereof located on a Lot may be rented or leased for transient or motel or hotel lodging purposes which is defined as occupancy that has any of the following characteristics: (a) occupancy is chazged on a daily, ~ weekly or other less than monthly periodic basis; (b) any service normally offered by hotels or motels, including but not limited to, regulaz maid and linen service, a front desk located within or without the Property, telephone switchboazd service or other telephone service which is part of a system serving more than one Lot or is networked with other Lots or lodging facilities within or without the Property; and (c) occupancy is available through a third party property management agent or other person who is responsible for reservation arrangements and other duties relating to the renting or leasing of a Lot or by any other means that constitutes an invitation to the general public to seek occupancy for lodging that has any characteristics specified in (a) and (b) of this Section. The term "leasing" or "renting" a Lot means the granting of a right to use or occupy a Lot for a specified term (including any renewal or extension options not to exceed twenty (20) yeazs) or an indefinite term (with rent reserved on a periodic basis), in exchange for the payment of rent (that is, money, property or other goods or services of value), but does not mean or include joint ownership of a Lot by means of joint tenancy, tenancy-in-common or other form of co-ownership. The foregoing shall not prohibit an Owner from renting or leasing his or her Residence for a term of more than thirty (30) consecutive days, provided the tenant or renter agrees to comply with the terms of this Declaration and all rules and regulations adopted by the Association. Section 10. Timeshare. No Lot and no Residence constructed thereon may be included as part of a tmeshaze plan under ORS 94.803 et seq. (as amended). ARTICLE VIII Legal Compliance 11 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-OOOOOI The Declarant and all Owners shall comply with all rules and regulations applicable to the development of property in Central Point, Oregon. ARTICLE IX Enforcement Section 1. Use of Common Property. In the event any Owner violates any provision of this Declazation, the Bylaws or other rules adopted by the Association, then the Association, acting through the Boazd of Directors, shall notify the Owner in writing that the violation exists and that the Owner is responsible for the violation, and may (a) notify the Owner in writing that his or her voting rights and his or her rights to use the Common Property aze suspended for the time that the violations remain unabated, (b) impose fines upon the Owner as such fines may be provided for in the Bylaws and rules of the Association, which fines shall become liens against the Lot in the manner set forth in Article V, (c) enter the offending Lot (but not any Residence) and remove the cause of such violation, or alter, repair, or change the item which is in violation of this Declazation in such a manner as to make it conform thereto, in which case the Association may assess such Owner for 120% of the entire direct or indirect cost of the work done, which amounts shall immediately be payable to the Association, (d) bring suit or action against the Owner on behalf of the Association and other Owners to enforce the provisions of this Declaration, or (e) do any of the above in conjunction with any others. However, before the Association takes any of the actions described in (a) - (c) above, the Owner shall have the right to ~, a hearing before the Boazd of Directors to contest their determination. If a hearing is requested by written notice delivered to the Association not more than fifteen (15) days from the Owner's receipt of the notice of violation, imposition of the applicable remedies will be withheld pending the Boazd's decision after hearing the Owner's testimony or evidence. If an emergency exists and is so determined by the Boazd of Directors, they may proceed with the remedies specified in (c) above pending the hearing or decision on the hearing. If a hearing is requested, it shall be held within fourteen (14) days of the date of receipt of the Owner's request by the Boazd of Directors at a location designated by the Boazd of Directors in a timely notice to the Owner. The Board of Directors shall make a decision on whether to proceed with the specified remedy or to abate their action and provide notice thereof to the Owner. All assessed fines shall be paid immediately to the Association and deposited into the Associations' general account. Section 2. Interest, Expenses and Attorney Fees. Any amount not paid to the Association when due in accordance with this Declaration shall beaz interest from the due date until paid at the following rate per annum: From the date thereof until the first annual meeting of Members, twelve percent (12%) per annum; and thereafter at a rate per annum which the Proprietary Members shall establish at each such annual meeting to be in effect until the next such annual meeting, but not higher than the maximum rate allowed by law, and if no such rate is established by the Members, then the rate shall be twelve percent (12%) per annum. In the event the Association shall bring any suit or action to enforce this Declaration, to collect any money due to it, or to foreclose a lien, the prevailing party shall be entitled to recover all costs and expenses incurred by him or her in connection with such suit or action, including the cost of a ~, foreclosure title report, expert witness fees and such amounts as the court may determine to be reasonable as costs and attorneys' fees at trial and upon any appeal thereof. In addition to being 12 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 I `, the personal obligation of the Owner, the Association shall have a lien upon any Lot owned by the losing party to secure payment of such costs and expenses. Section 3. Non-exclusiveness and Accumulation of Remedies. An election by the Association to pursue any remedy provided for violation of this Declazation shall not prevent concurrent or subsequent exercise of any remedy permitted under this Declazation. The remedies provided in this Declaration aze not exclusive but shall be in addition to all other remedies, including actions for damages and suits for injunctions and specific performance, available under applicable laws. Section 4. Effect of Breach. The breach of any of the covenants, conditions, or restrictions contained in this Declazation shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith for value as to any Lot or Residence or portions of Lots or Residences, but these covenants, conditions and restrictions shall be binding upon and effective against any such mortgagee or trustee or Owner thereof, whose title thereto is or was acquired by foreclosure, trustee's sale or otherwise. Section 5. Delay. No delay or omission on the part of Declazant, the Association, or the Owners of other Lots in exercising any right, power or remedy herein provided in the event of any breach of the covenants, conditions or restrictions herein contained shall be construed as a waiver thereof or acquiescence therein; and no right of action shall accrue nor shall any action be brought or maintained by any one whatsoever against Declarant or the Association on account of ~„ their failure to bring any action on account of any breach of these covenants, conditions or restrictions, or for imposing restrictions herein which may be unenforceable by Declarant or the Association and no right of action except specific performance shall accrue.. ARTICLE X General Provisions Section 1. Severability. Invalidation of any one or more of the provisions of this Declazation by judgment or court order shall in no way affect any other provision which shall remain in full force and effect. Section 2. Duration and Amendment. The provisions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by Declazant, the Association, and the Owners of all Lots subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty-five (25) years from the date of the recording of this Declazation, after which time said provisions will be automatically extended for successive periods of ten (10) yeass each, unless an instrument signed by seventy- five percent (75%) of the Proprietary Members and Declarant has been recorded in the public records of Jackson County, Oregon, agreeing to modify said provisions. Any of the provisions of this Declaration, except the easements herein granted, may be amended by an instrument signed by Proprietary Members entitled to cast not less than seventy-five percent (75%) of the votes and by Declarant. Easements herein granted and reserved shall not be amended except by instrument ~""' signed and acknowledged by one hundred percent (100%) of the Proprietary Members and Declarant. The requirement to have the consent of Declarant shall expire on the eazlier of twelve 13 -GRAY COURT SUBDNISION DECLARATION PDX 1771252v ( 0084094-000001 13 '`, (12) years from the date of this Declaration or the date on which Declarant no longer owns any Lots within Gray Court Subdivision. All amendments must be recorded in the Deed Records or other appropriate public records of Jackson County, Oregon, to be effective. Section 3. No Right of Reversion. Nothing in this Declaration, or in any form of deed which may be used by Declarant, in selling the Property, or any part thereof, shall be deemed to vest or reserve in Declarant or the Association any right of reversion or reentry for breach or violation of any one or more of the provisions hereof. Section 4. Rights of Mortgas~ees Relating to Maintenance. At any time that any part of the Common Property, or any other part of the Property, or any Lot is not in accordance with this Declaration or the Bylaws or is not properly maintained and kept in good order and repair to the extent reasonably necessary to protect and preserve the appearance and value thereof and the appeazance and value of the remainder of the Property, then the record owner of any mortgage or trust deed upon any part of said Property or Residence or building thereon, upon giving written notice as hereinafter provided, shall be entitled to exercise the rights of the Owner-mortgagor of such property as a Proprietary Member of the Association including the right to vote at all regulaz and special meetings of the Members of the Association for a period of one (1) year following the date of such notice. During said period of time mortgagees shall be given notice of all regular and special meetings of the Association, and the Owner-mortgagor shall receive such notice also and may attend such meeting as an observer. Said notice shall quote this paragraph and shall be sent by Certified United States mail, return receipt requested, to the `„ Owner-mortgagor, with a copy by regulaz mail to the Association at the last-known address of each. Section 5. Loss of Property. In order to protect and preserve the appearance and value of the Property, each Owner is required to immediately commence, and diligently pursue without delay, the repair or rebuilding of his or her Residence or other Structure after any loss to it. Section 6. Notices. Unless otherwise provided herein, any notice required to be sent to any Member or Owner under the provisions of this Declazation shall be deemed to have been properly sent when mailed, prepaid, to the last address provided to the Association in writing by the person who appeazs as Member or Owner on the records of the Association at the time of such mailing. Section 7. Assignment. If the Declarant conveys its title to all or part of the Lots to a third party and designates in such conveyance that such party shall be the successor Declazant then such successor Declazant shall have all duties, rights, powers and reservations of the Declazant contained in this Declaration upon the acceptance and recording of such conveyance. Section 8. Indemnification. From the Association's assets on hand or obtainable by assessment, the Association hereby covenants and agrees to indemnify, hold harmless and defend members of the Association's Board of Directors, who by reason of being such, or as a result of ~ the exercise of their duties as such, aze a party or aze threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil or criminal, administrative or investigative. Indemnification may be had for costs and expenses (including 14 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 I~ ~, attorneys' fees), judgments, and settlement payments, provided that the officer or director acted in good faith, in a manner they reasonably believed to be in the best interests of the Association and, in the case of criminal proceedings, had no reasonable cause to believe his or her conduct unlawful. IN WITNESS WHEREOF, the undersigned has executed this Declazation this ~-~day of , 200 Declazant: Jon S. ray STATE OF OREGON ss. COUNTY OF ) This instrument was acknowledge efore me this day of J c.~.h-~ , 200 by Jon S. Gray. ~ ~~,. ~r OFFICIAL SEAL (_ JEANENE R. CHRISTIANSEN NOTARY PUBLIC-OREGON COMMISSION N0.407032 MY COMMISSION EXPiHES AUG. 9, 2010 15 -GRAY COURT SUBDIVISION DECLARATION PUX 1771252v1 0084094-000001 )GARY PUBLIC FOR OREGON Commission Expires: ~~-'~Ol y I ~ Exhibit A Property Description The premises are in Jackson County, Oregon and are described as follows: PARCEL 1: The West 71.0 feet of the following described property: Beginning at a point on the South line of Donation Land Claim No. 56, Township 37 South, Range 2 West of the Willamette Meridian, Jackson County, Oregon, 1016.76 feet East of the Southwest corner of said Claim; thence East along the Southerly line of said Claim, 162.0 feet; thence North, 609.0 feet to the South line of Tract described in Volume 240, Page 613, of the Deed Records of Jackson County, Oregon; thence West, 162.0 feet; thence South, 609.0 feet to the point of beginning. For Informational purposes only, the following is included: (Map No. 372W11A, Tax Lot 1400, Account No. 1-020248-9, Code 6-02) PARCEL 2: Beginning at the most Southerly-Southeast corner of Donation Land Claim No. 56 in Township 37 South, Range 2 West of the Willamette Meridian in `r Jackson County, Oregon; thence West, along he South line of said Claim, 162.0 feet; thence North 609.0 feet, to the South line of tract described in Volume 240, Page 613 of the Deed Records of Jackson County, Oregon; thence East 162.0 feet to the East line of said Claim No. 56; thence South 609.0 feet, along said line, to the point of beginning. EXCEPTING THEREFROM the West 71.0 feet as conveyed by Frank J. Thompson et ux, to Donald D. Thompson et ux, in deed recorded April 9, 1962 in Volume 524, Page 35 of the Deed Records of Jackson County, Oregon. For Informational purposes only, the following is included: (Map No. 372W11A, Tax Lot 1500, Account No. 1-020249-7, Code 6-02) 16 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v 1 0084094-000001 -~~ Exhibit B Bylaws See Attached hereto. ~1`. 17 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v1 0084094-000001 I „~ Exhibit C Common Area Description Gray Court Common Area Description Jon S. Gray Assessor's Map No.: 37-2W-I I A Tax Lots 1400 & 1500 COMMENCING at the south-southeast corner of Donation Land Claim No. 56 in Township 37 South, Range 2 West, Willamette Meridian, City of Central Point, Jackson County, Oregon; thence North 00°01'35" East, along the east line of said Claim No. 56, a distance of 30.00 feet to the north right-of--way of Hopkins Road; thence, leaving said east line, North 89°51'56" West, along said right-of-way, l 19.76 feet to the PAINT OF BEGINNING; thence, leaving said right-of--way, North 00° 19'30" West 58.61 feet; thence along the arc of a 47.50-foot radius curve to the right having a central angle of 47°57'40", an arc length of 39.76 feet (the long chord to which bears North 23°39' 19" East 38.61 feet); thence North 47°38'09" East 19.37 feet; thence along the arc of a 82.50- foot radius curve to the left having a central angle of 47°36'56", an arc length of 68.56 feet (the long chord to which bears North 23°49'41" East 66.61 feet); thence North ~'" 00°O1' 14" East 409.55 feet to the north line of that parcel of land described in instrument No. 2003-56715 of the Official Records of said County; thence South 89°59'00" West, along the north boundary of said parcel and the north boundary of that tract of land described in Instrument No. 2001-19555 of said Records, 98.50 feet to the northwest corner of said tract; thence South 00°O1'_;5" West, along the west boundary of said tract, 109.00 feet; thence, leaving said west boundary, North 89°58'38" East 63.512 feet; thence South 00°O1' 14" West 300.53 feet; thence along the arc of a 47.50-foot curve to the right having a central angle of 26°40' 32", an arc length of 22,11 feet (the long chord to which bears South l3°21'30"West 21.92 feet); thence South 89°58'38" West 58.489 feet to said tract west boundary; thence South 00°01'35" West, along said west boundary, 146.52 feet to said Hopkins Road north right-of--way; thence, leaving said west boundary, South 89°51'56" East, along said right-of--way, 42.24 feet to the POINT OF BEGINNING. 07-O1 l Gray Easement\Common area revised 12-10-07.doc 18 -GRAY COURT SUBDIVISION DECLARATION PDX 1771252v l 0084094-000001 _13~hii~i~->~_-- ~,, After recording return to: Eugene Grant Davis Wright Tremaine 1300 S.W. 5~ Ave., Suite 2300 Portland, Oregon 97201 BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION ARTICLE I DEFINITIONS Section 1 -Articles of Incorporation "Articles of Incorporation" or "Articles" shall mean the articles of incorporation of the Association, incorporated herein by this reference. Section 2 -Association "Association" shall mean and refer to Gray Court Homeowners Association, an Oregon nonprofit corporation, its successors and assigns, to be organized in accordance with the terms hereof. Section 3 - Declazant "Declazant" shall mean Jon S. Gray. Section 4 - Declazation "Declaration" shall mean the Declazation of Easements, Restrictions, Covenants and Conditions Affecting Gray Court Subdivision, to which these Bylaws aze attached as an exhibit. Section 5 -Incorporation by Reference Except as otherwise provided herein, the terms which aze defined in Article I of the Declaration have the same meaning in these Bylaws. ARTICLE II ASSOCIATION Section 1 -Organization. Declazant has organized an Association of all Owners. The Association has been 'organized under the name of Gray Court Homeowners Association, as a nonprofit Oregon mutual ~ benefit corporation. The Association shall have property, powers, and obligations as set forth in the Declaration, the Oregon Planned Community Act (being ORS 94.550 to 94.783, as amended from time to time) (the "Act") and these Bylaws for the benefit of the Property and the Members. 1 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 1~ ~ Section 2 -Annual Meeting The annual meeting of the Members for the election of the Directors of the Boazd and for the transaction of such other business as may properly come before the meeting shall be held at such hour and on such day during the month of February or such month of each year as the President of the Association may designate, or if the President of the Association should fail to designate a date by the first of January of any year, then at 7:30 P.M. on the last Monday in February. The initial meeting of the Members shall be held at such time on the first Monday after a majority of the Lots have been sold by the Declazant. Section 3 -Special Meetings Special meetings of the Association may be called at any time for the purpose of considering matters which, by the terms of the Act, the Declaration or these Bylaws, require the approval of all or some of the Owners, or for any other reasonable purpose. Such meetings shall be called by written notice of the chairperson of the Boazd of Directors, by resolution of the Board of Directors or upon a written request signed and presented to the Chairperson of the Boazd or Secretary of the Association by the Owners of not less than five of the Lots stating the purpose of the meeting. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. Section 4 -Notice of Meetin~?s The President or Secretary of the Association shall give written notice of each Owners' meeting at least seven (7) days but not more than fifty (50) days prior to the date set for such meeting. The notice shall state the purpose thereof and the time and place where it is to be held. Notice shall be given to each Owner of record, and to any first Mortgagee of record requesting such notice, by first class mail to each Owner or first Mortgagee at the home or business address listed on the books of the Association, by electronic mail sent to the electronic mail address of such Owner as listed on the books of the Association, by facsimile sent to the facsimile home or business phone number listed on the books of the Association, or at such other address as such Owner shall have designated by notice in writing to the President or Secretary (however electronic communications may not be used to provide notice regarding failure to pay assessments, foreclosure of an Association lien, or action that may be taken by the Association against an Owner). The giving of a notice in the manner provided for in these Bylaws shall be considered notice properly served. Proof of the giving of such notice, whether by mail, electronic mail or personal delivery, shall be given by the affidavit of the person giving the notice. Notice of a meeting may be waived by any Owner before or after the meeting. When a meeting is adjourned for less than thirty (30) days, no notice of the adjourned meeting need be given other than by announcement at the meeting at which such adjournment takes place. If the Owners request a special meeting under Section 3 and the notice is not given within thirty (30) days after the date the written request is delivered to the Chairperson of the Boazd or the Secretary of the Association, an Owner who signed the request may set the time and place of the meeting and give notice as provided in this Section. '`/ 3 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-OOOOOI 7~ ~, Section 5 - uonam At any meeting of the Association, the presence, in person or by proxy, of Owners representing five Lots shall constitute a quorum. T'he subsequent joinder of an Owner in the action taken at a meeting by signing and concurring in the minutes thereof shall constitute the presence of such person for the purpose of determining a quorum. When a quorum is once present to organize a meeting, it cannot be broken by the subsequent withdrawal of an Owner or Owners. If any meeting of members cannot be organized because of a lack of quorum, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present, and the quorum for the subsequent meeting shall only require the presence, in person or by proxy, of Owners representing twenty percent (20%) of the votes. Section 6 -Voting Ri is T'he Association shall have two classes of voting membership: Class A. Class A Members shall be all Proprietary Members with the exception of Declarant as to its initial ownership of Lots prior to sale, provided, that Declarant shall become a Class A Member when its Class B membership has been converted as set forth in the following paragraph. Class A Members shall be entitled to a total of one (1) vote for each Lot in which they hold the interest required for membership in Article III regardless of the number of Residences located on the Lot. When more than one person holds such interest in any Lot, each of such persons shall be a Proprietary Member, however only one vote may be exercised for any ~"' one Lot regardless of the number of Proprietary Members having an interest in such Lot. Class B. Declarant shall be the Class B Member. Class B members shall be entitled to three (3) votes for each platted Lot within the Property owned by Declarant, provided that the Class B membership shall cease and be converted to Class A membership upon the first of the following to occur: (a) the date when Declarant turns over control of the Association to the Owners by calling a meeting of the Owners for the purpose of electing a new Board of Directors and set of Officers for the Association; or (b) Ninety (90) days after all of the Lots have been conveyed to Owners other than a successor Declarant. Section 7 -Joint Ownership When more than one person holds an ownership interest in any Lot, the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot. The vote or consent of any one or more of such joint Owners shall constitute the vote or consent of the entire ownership interest for a given Lot; provided, however, that in the event such persons disagree among themselves as to the manner in which any vote or right of consent held by them shall be exercised with respect to a pending matter, any '~- such person may deliver written notice of such disagreement to the Secretary of the Association 4 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 Z~I ~, and the vote or right of consent involved shall then be disregazded completely in determining the proportion of votes or consents given with respect to such matter. Section 8 -Proxies The voting rights or consent of an Owner may be cast or given: (a) In person at a meeting of the Association; (b) In the discretion of the Board of Directors, by absentee ballot in accordance with these Bylaws; (c) Pursuant to a proxy in accordance with subsection (2) of this Section 8; (d) By written ballot in lieu of a meeting under ORS 100.425; (e) By any other method specified by the Declaration or these Bylaws or the Act. A proxy: (A) Must be dated and signed by the unit owner; (B) Is not valid if it is undated or purports to be revocable without notice; and (C) Terminates one year after its date unless the proxy specifies a shorter term. The Board of Directors may not require that a proxy be on a form prescribed by the Board. An Owner may not revoke a proxy given pursuant to this Section 8 except by actual notice of revocation to the person presiding over a meeting of the Association or to the Board of Directors if a vote is being conducted by written ballot in lieu of a meeting pursuant to ORS 100.425. A copy of a proxy in compliance with this Section 8 provided to the Association by facsimile, electronic mail or other means of electronic communication utilized by the Boazd of Directors is valid. An absentee ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. All solicitations for votes by absentee ballot shall include: (A) Instructions for delivery of the completed absentee ballot, including the delivery location; ~. and (B) Instructions about whether the ballot may be canceled if the ballot has been delivered according to the instructions. An absentee ballot shall be counted as an Owner present for the purpose of establishing a quorum. Even if an absentee ballot has been delivered to an Owner, the Owner may vote in person at a meeting if such Owner has: (A) Returned the absentee ballot; and (B) Canceled the absentee ballot, if cancellation is permitted in the instructions given under this subsection. An Owner may pledge or assign voting rights to a Mortgagee. In such case, the Mortgagee or its designated representative shall be entitled to receive all notices to which the Owner is entitled and to exercise the Owner's voting rights from and after the time that the Mortgagee shall give written notice of such pledge or assignment to the Boazd. Any first Mortgagee may designate a representative to attend all or any meetings of the Association. Section 9 -Voting Procedures The vote of a majority of the votes entitled to be cast by the Members present or represented by proxy at a meeting of the Association at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Members, unless a greater proportion is required by law, by the Declazation, by the Articles of Incorporation, or by these Bylaws. An executor, administrator, conservator, guazdian or trustee may vote or grant an approval or consent, in person or by proxy, at any meeting of the Association with respect to any Lot owned or held in such capacity, whether or not the specific right has been transferred to such ~" person's name; provided, however, that such person must provide the Secretary with written evidence satisfactory to the Secretary of the Association that the person is the executor, 5 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 ~~ ~ administrator, conservator, guazdian or trustee, holding such Lot in such capacity. Any person voting on behalf of a Lot owned by a corporation or other entity must provide the Secretary of the Association with written evidence, satisfactory to the Secretary of the Association, that such person is the duly constituted representative thereof. At the discretion of the Boazd of Directors, a vote of the Members may be held in lieu of a meeting by written ballot through regulaz or electronic mail, provided however, action by written ballot may not substitute for the following meetings: (a) The turnover meeting; (b) The annual meeting of an association if more than a majority of the Lots aze the principal residences of the occupants; (c) A meeting of the Association if the agenda includes a proposal to remove a Director from the Boazd of Directors; or (d) A special meeting of the Association called at the request of Owners pursuant to the Act. A Member may opt not to participate in an electronic mail vote by providing notice to the Secretary of the Association, in which case, that Member shall be entitled to vote by regulaz mail. Electronic communications may not be used to provide notice regarding failure to pay assessments, foreclosure of an Association lien, or action that may be taken by the Association against an Owner. Except as otherwise provided, "written ballot" shall include any ballot distributed either by regulaz mail or by means of electronic mail via the Internet. In the case of an election of Boazd members by written ballot, then in addition to the other requirements set forth in this Section, the following procedures must be followed: (a) the existing Boazd members must advise the Secretary of the Association in writing of the names of `, proposed Boazd members sufficient to constitute a full boazd and of a date at least fifty (50) days after such advice is given by which all votes aze to be received; (b) the Secretary of the Association, within five (5) days after such advice is given, must give written notice of the number of Boazd members to be elected and of the names of the nominees to all Owners; (c) the notice must state that any such Owner may nominate an additional candidate or candidates, not to exceed the number of Boazd members to be elected, by giving written notice of such nomination to the Secretary of the Association on or before a specified date which must be fifteen (15) days from the date after the notice was given by the Secretary of the Association; and (d) five (5) days after such specified date, the Secretary of the Association must give written notice to all Owners, stating the number of Boazd members to be elected, stating the names of all persons nominated by the Boazd and by the Owners on or before the deadline, stating that each Owner may cast a vote by mail and stating the deadline established by the Boazd by which such votes must be received by the Secretary at the address of the principal office of the Association (which must be specified in the notice) and that votes received after that date will not be effective. Any action that may be taken at any annual, regulaz or special meeting of the Association may be taken without a meeting if the Association delivers a written ballot to every Association member that is entitled to vote on the matter. A written ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. The Boazd must provide owners with at least ten (10) days' notice before written ballots aze mailed or otherwise delivered. ~, If, at least three (3) days before written ballots aze scheduled to be mailed or otherwise distributed, at least ten percent (10%) of the Owners petition the Boazd requesting secrecy procedures, a written paper ballot must be accompanied by a secrecy envelope, a return 6 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 Z ~, identification envelope to be signed by the owner and instructions for mazking and returning the paper ballot. In this instance, no electronic mail voting will be accepted. Written paper ballots that aze returned in secrecy envelopes may not be examined or counted before the deadline for returning ballots has passed. The secrecy requirements of this paragraph do not apply to a written ballot of a unit owner if the consent or approval of that unit owner is required by the declaration or bylaws or by the Act. Matters that may be voted on by written ballot will be deemed approved or rejected as follows: (a) If approval of a proposed action otherwise would require a meeting at which a certain quorum must be present and at which a certain percentage of total votes cast is required to authorize the action, the proposal will be approved when the date for return of ballots has passed, a quorum of Owners has voted, and the required percentage of approving votes has been received. Otherwise, the proposal will be deemed to be rejected. (b) If approval of a proposed action otherwise would require a meeting at which a specified percentage of Owners must authorize the action, the proposal will be approved when the percentage of total votes cast in favor of the proposal equals or exceeds such required percentage. All solicitations for votes by written ballot must state the following: (a) If approval of the proposal by written ballot requires that the total number of votes cast equal or exceed a certain quorum requirement, the number of responses needed to meet the quorum requirement; (b) If approval of a proposal by written ballot requires that a certain percentage of total votes cast approve the proposal, the required percentage of total votes needed for approval; and (c) The ~,, period during which the association will accept written ballots for counting in accordance with this Section. The Association shall accept written ballots for counting during the period specified in the solicitation. Except as provided in subpart (b) of this paragraph, the period shall end on the earliest of the following dates: (a) If approval of a proposed action by written ballot requires that a certain percentage of the Owners approve the proposal, the date on which the Association has received a sufficient number of approving ballots; (b) If approval of a proposed action by written ballot requires that a certain percentage of the Owners approve the proposal, the date on which the Association has received a sufficient number of disapproving ballots to render approval impossible; or (c) In all cases, a specified date certain on which all ballots must be returned to be counted. If the vote is by secrecy procedure under this Section, the period shall end on the date specified in the solicitation or any extension. In the discretion of the Boazd of Directors, if a date certain is specified in the solicitation under this section, the period may be extended by written notice of the extension given to all Owners before the end of the specified date certain. Unless the vote is by secrecy procedure under this Section, a written ballot may be revoked before the final return date of the ballots. The votes may be counted from time to time before the final return date of the ballots to determine whether the proposal has passed or failed by the votes already cast on the date the ballots are counted. Notwithstanding anything to the ~, contrary in this Section, ballots that are returned in secrecy envelopes may not be examined or counted before the date certain specified in the solicitation or any extension under this section. 7 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 177l457v1 0084094-000001 Z~ ~~,, Section 12 -Turnover Meeting On the date that is not later than ninety (90) days after the Class B Membership has ceased as determined under Section 6 of this Article, Declarant shall call a meeting for the purpose of turning over administrative control of the Association from Declazant to the Members (the "Turnover Meeting"). Declarant shall give notice of the Turnover Meeting to each Owner in the manner prescribed in this Article. If Declarant does not call the Turnover Meeting within the required time, any Owner may call the Turnover Meeting by giving notice to the other Owners in the manner prescribed in this Article. If the Declarant has complied with this Section, unless the Declarant otherwise has sufficient voting rights as a Owner to control the association, the Declarant is not responsible for the failure of the Owners to elect the number of directors sufficient to constitute a quorum of the Boazd of Directors and assume control of the Association in accordance with this Section. The Declarant shall be relieved of any further responsibility for the administration of the Association except as an owner of any unsold Lot. If the Owners present do not constitute a quorum or the Owners fail to elect the number of directors sufficient to constitute a quorum of the Boazd of Directors at the Turnover Meeting held in accordance with this Section: (a) At any time before the election of the number of directors sufficient to constitute a quorum, a Owner or first mortgagee of a Lot may call a special meeting for the purpose of electing directors and shall give notice of the meeting in accordance with the notice requirements in the Bylaws for special meetings; (b) The Owners and first mortgagees present at the special meeting shall select a person to preside over the meeting; and (c) An Owner or first mortgagee of a Lot may request a court to appoint a receiver as provided in the Act. '`. At the Turnover Meeting, the Declarant shall deliver to the Association: (a) The original or a photocopy of the recorded Declaration and copies of the Bylaws and the Articles of Incorporation of the Association and any supplements and amendments to the Articles or Bylaws; (b) A deed to the Common Property; (c) The minute books, including all minutes, and other books and records of the Association and the Boazd of Directors; (d) All rules and regulations adopted by the Declazant; (e) Resignations of officers and members of the Boazd of Directors who are concurrently resigning; (f) A report on the present financial position of the Association, consisting of a balance sheet and an income and expense statement for the previous twelve (12) month period; (g) All funds of the Association and control of the funds; (h) All tangible personal property that is property of the Association, and an inventory of the property; (i) Records of all property tax payments for the Common Property to be administered by the Association; (j) Copies of any income tax returns filed by the Declarant in the name of the Association, and supporting records for the returns; `\r (k) All bank signature cards; (1) The reserve account established in the name of the Association; 8 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v10084094-000001 ~ (m) An operating budget for the portion of Gray Court Subdivision turned over to Association administration and a budget for replacement and maintenance of the Common Property; (n) A copy of the following, if available: (A) The as-built architectural, structural, engineering, mechanical, electrical and plumbing plans; (B) The original specifications, indicating all subsequent material changes; (C) The plans for underground site service, site grading, drainage and landscaping together with cable television drawings; (D) Any other plans and information relevant to future repair or maintenance of Gray Court Subdivision; and (E) A list of any general contractor and the electrical, heating and plumbing subcontractors responsible for construction or installation of any improvements on the Common Property; (o) Insurance policies; (p) Copies of any occupancy permits issued for Gray Court Subdivision; (q) Any other permits issued by governmental bodies applicable to the planned community in force or issued within one (1) yeaz before the date on which the Owners assume administrative responsibility; (r) A list of any written warranties on the Common Property that are in effect and the names of the contractor, subcontractor or supplier who made the installation for which the wazranty is in effect; \„ (s) A roster of Owners and their addresses and telephone numbers, if known, as shown on the records of the Declazant; (t) Employment or service contracts in which the Association is one of the contracting parties or service contracts in which the Association or the Owners have an obligation or responsibility, directly or indirectly, to pay some or all of the fee or charge of the person performing the service; (u) Any other contracts to which the Association is a party; and (v) Any other materials required by ORS 94.616. ARTICLE IV DIRECTORS: MANAGEMENT Section 1 -Number and Qualification The affairs of the Association shall be governed by a Boazd of Directors (each a "Director" and collectively, the "Directors"). Prior to the Turnover Meeting, the Board of Directors shall consist of one (1) Director who shall be appointed by Declarant. Subsequent to the Turnover Meeting, there shall be three (3) Directors elected by the Members, but the number of Directors may be increased or decreased to any number from time to time by amendment of these Bylaws. Directors shall serve for a term of two (2) yeazs, provided however that at the first meeting of the Members, one (1) of the Directors elected shall be elected for aone-yeaz term, one (1) of the Directors shall be elected for atwo-year and one (1) of the Directors shall be elected ~. for athree-yeaz term. Directors may be removed by majority vote of the Members with or without cause. If any directorship shall become vacant by reason of death, resignation, removal, 9 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 f l~-~ ~, disqualification or any other cause, the remaining Directors shall elect a successor to fill the unexpired term at any meeting of the Board of Directors. In the event a vacancy or a vacancies on the Boazd of Directors results in an insufficient number of Directors to constitute a quorum at a meeting, and the remaining Directors fail to fill such vacancies, an Owner or a mortgagee of an Owner may request the Jackson County Circuit Court to appoint a receiver to manage the affairs of the Association. The salary of such receiver shall be a common expense of the Owners. Section 2 -Election of Directors Except as set forth in Section 1 of this Article, the Members shall elect Directors at the Association's annual meetings by majority vote. Irrespective of whether the Members fail to elect the Directors pursuant to Section 1 of this Article at the Turnover Meeting, the Declarant shall be relieved of its administrative duties after the Turnover Meeting, provided that the Declazant has fulfilled its obligations under Section 12 of Article 3. The terms of the Directors after the Turnover Meeting shall be staggered so that the same number of Directors aze elected at each meeting to the extent possible. Directors may be elected for successive and any number of terms. Section 3 -Powers The Board of Directors shall exercise for the Association all powers, duties and authority vested in or delegated to the Association, except those reserved to the Members in the °rr Declazation, Articles of Incorporation or these Bylaws. Section 4 -Meetings (a) Meetings of the Board of Directors shall be held at such a place as may be designated from time to time by the Boazd of Directors or other persons calling the meeting. Notice of Board of Directors' meetings 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 Members of such meetings. All meetings of the Boazd of Directors shall be open to Members. (b) Annual meetings of the Boazd of Directors shall be held without notice immediately following adjournment of the annual meetings of the Members. (c) Special meetings of the Boazd of Directors for any purposes may be called at any time by the President of the Association or by any two Directors. Section 5 -Notice of Special Meetinss (a) Notice of the time and place of special meetings shall be given orally or delivered in writing personally by mail or telegram at least twenty-four (24) hours before the meeting. Notice shall be sufficient if actually received at the required time or if mailed or telegraphed not less than seventy-two (72) hours before the meeting. Notice mailed or telegraphed shall be directed to the address shown on the corporate records or to the Director's actual address as ascertained by the person giving the notice. 10 -BYLAWS OF GRAY COURT HOI~OWNERS ASSOCIATION PDX 1771457v1 0084094-000001 Z~ ~ (b) Notice of the time and place of holding an adjourned meeting need not be given if such time and place is fixed at the meeting adjourned. (c) 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. Section 6 -Quorum and Vote (a) A majority of the Directors shall constitute a quorum for the transaction of business. A minority of the Directors, in the absence of a quorum, may adjourn from time to time but may not transact business. (b) The action of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Boazd of Directors unless a greater number is required by law, the Declaration, the Articles of Incorporation or these Bylaws. Directors may not vote by proxy or absentee ballot. A failure by a Director present at a meeting to vote shall be deemed a yes vote and shall be recorded as a deemed yes vote in the minutes of the Boazd meeting. Section 7 -Compensation No Director shall receive any compensation for acting as such. ~ Section 8 -Insurance The Boazd of Directors may purchase and maintain insurance on behalf of any Director against any liability incurred by such Director in such capacity, if such insurance is available at a cost and on terms which the Board of Directors determines to be reasonable. ARTICLE V OFFICERS AND COMMITTEES Section 1 -Designation and Qualification The officers of the Association shall be a President, the Secretary and the Treasurer and such other officers as the Board of Directors shall from time to time appoint. Any two offices may be held by the same person except the offices of President and Secretary. Section 2 -Appointment The officers of the Association shall be appointed by the Boazd of Directors and will serve until they aze removed or resign. Members of the Boazd of Directors may simultaneously serve as the officers. Section 3 -Removal and Resignation (a) Any officer may be removed upon the affirmative vote of a majority of the Board of Directors whenever in their judgment the best interests of the Association will be served thereby. I 1 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 ~~ ~/ ,~ The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. (b) Any officer may resign at any time by giving written notice to the Boazd of Directors, the President or the Secretary of the Association. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective, provided that the Board of Directors may reject any post-dated resignation by notice in writing to the resigning officer. The effectiveness of such resignation shall not prejudice the contract rights, if any, of the Association against the officer so resigning. Section 4 -President The President shall be the chief executive officer of the Association and shall, subject to the controls of the Board of Directors, have general supervision, direction and control of the business and affairs of the Association. He or she shall preside at all meetings of the Members. He or she shall be ex officio a member of the standing committees, including the executive committee, if any, shall have the general powers and duties of management usually vested in the office of President of a nonprofit corporation, and shall have such other powers and duties as may be prescribed by the Boazd of Directors, the Declazation or these Bylaws. Section 5 - Secre '`. (a) The Secretary shall keep or cause to be kept a Book of Minutes of all meetings of Directors and Members showing the time and place of meeting, whether it was regulaz or special, and if special, how authorized, the notice given, the names of those present at Directors' meetings, the number of Members present or represented at Members' meetings and the proceedings thereof. (b) The Secretary shall give or cause to be given such notice of the meetings of the Members and of the Board of Directors as is required by the Declazation, these Bylaws or by the law. The Secretary shall sign the minutes of all meetings of the Members and Boazd of Directors and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Declaration or these Bylaws. Section 6 -Treasurer The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts and disbursements. The books of accounts shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all moneys and other valuables in the name of and to the credit of the Association with a bank insured by the Federal Deposit Insurance Corporation as may be designated by the Boazd of Directors. He or she shall disburse the funds of the Association as may be ordered by the Board of Directors, shall render to the President and the Directors, whenever they request it, an account of all of his or her transactions as Treasurer and of the financial condition of the Association, and shall have such l2 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX I771457v1 0084094-000001 2~ other powers and perform such other duties as may be prescribed by the Board of Directors, the Declaration or these Bylaws. Section 7 -Compensation of Officers No officer who is a member of the Board of Directors shall receive any compensation from the Association for acting as an officer, unless such compensation is authorized by a resolution duly adopted by the Members. The Boazd of Directors may fix any compensation to be paid to other officers. Section 8 -Committees Subject to the law, the provisions of the Articles of Incorporation, the Declaration and these Bylaws, the Board of Directors may appoint an executive committee and such other committees as may be necessary from time to time, consisting of such number of its members and having such powers as it may designate. Such committees shall hold office at the pleasure of the Boazd of Directors. ARTICLE VI RULES AND REGULATIONS The Board of Directors may from time to time, adopt, amend, enforce and repeal rules and regulations as the Boazd of Directors determines to be necessary or proper for the operation ~ of the Association (the "Association Rules"). The Association Rules will govern use of the Lots and Common Property by any Owner, occupant, family member or invitee of an Owner or occupant. Provided, however, that the Association Rules may not discriminate among Owners and may not be inconsistent with the Articles of Incorporation, the Declaration or these Bylaws. 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 the Declaration or these Bylaws. The Association Rules shall not materially change the rights, preferences or privileges of any person, or the restrictions on any Lot. ARTICLE VII MAINTENANCE ASSESSMENTS, RECORDS AND REPORTS Section 1 -Maintenance Assessments T'he Association, through its Boazd of Directors or managing agent, if any, shall do the following: (a) Maintain, or provide for the maintenance of the Common Property as provided in the Declaration. (b) Assess and collect from every Owner assessments in the manner described in the ~, Declaration. 13 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 c Jv ~ (c) From time to time and at least annually, prepare a budget for the Association, and deliver a summary of that budget within thirty (30) days of preparation to all Members, estimating the common expenses expected to be incurred with adequate allowance for reserves, determine whether the annual maintenance assessment should be increased or decreased and report the same to the membership at the annual meeting and, where appropriate, make adjustments in the maintenance assessments. (d) Enforce the maintenance assessments in the manner provided in the Declaration. (e) Keep records of the receipts and expenditures affecting the funds of the Association, maintain an assessment roll showing the amount of each assessment against each Owner, the amounts paid upon the account and the balance due on the assessments, give each Member written notice of each assessment at least thirty (30) days prior to the time when such assessment shall become due and payable, and promptly provide any Member who makes a request in writing with a written statement of his or her unpaid assessments. (f) Perform such other duties as designated by the Board of Directors. Section 2 -Records The Association shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its Members, Board of Directors and committees having any authority of the Board of Directors. Section 3 -Inspection of Books and Records All books and records of the Association may be inspected by any Member, or his or her agent or attorney, and by any holder of a first mortgage on a Lot for any proper purpose at any reasonable time. Section 4 -Certification and Inspection of Declaration and B ly awS The original or a copy of the Declaration, the Bylaws and any amendments thereto, certified by the Secretary of the Association, shall be open to inspection by the Members and Directors in the manner and to the extent required by law. Section 5 -Checks, Vouchers, Drafts, Etc. All checks, vouchers, drafts and other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Association, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors. Section 6 -Execution of Documents The Board of Directors may, except as otherwise provided for in the Declaration, Articles of Incorporation or these Bylaws, authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Association. Such authority may be 14 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 ~ r c. J I general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount. Section 7 -Reports and Audits An annual report of the receipts and expenditures of the Association shall be rendered by the Board of Directors to all Members and to all holders of mortgages on Lots who have requested the same promptly after the end of each fiscal yeaz. From time to time, the Boazd of Directors, at the expense of the Association, may obtain an audit of the books and records pertaining to the Association, may obtain an audit of the books and records pertaining to the Association and furnish copies thereof to the Members. At any time, any Member or holder of a mortgage may, at his or her own expense, cause an audit or inspection to be made of the books and records of the Association. At the end of each fiscal year, the Board of Directors shall prepare and distribute to each Member an annual fmancial statement consisting of a balance sheet and income and expenses statement for the preceding fiscal yeaz. ARTICLE VIII INSURANCE The Board of Directors shall obtain and maintain at all times as a common expense the insurance required by the Oregon Planned Community Act (being ORS 94.550 to 94.783, as "`' amended) and such additional insurance that the Board of Directors deems advisable, which shall include but not be limited to the following: (a) The Board of Directors shall at all times maintain commercial general liability insurance insuring the Association, Owners, Boazd of Directors, Declarant, and its managing agent against liability to the public or to individual Owners. Such insurance shall include liability for water damage, liability for damage to property of others, contractual liability, non- owned automobile liability, and liability for maintenance or use of the Common Property. The liability under which insurance must be determined by the Boazd of Directors after consultation with insurance consultants, but not less than One Million Dollars ($1,000,000) covering all claims for personal injury and/or property damage arising out of a single occurrence (such policy limits to be reviewed at least annually by the Boazd of Directors and increased in its discretion). (b) The Board of Directors shall obtain and maintain at all times a policy or policies of worker's compensation insurance to the extent required by applicable laws. The Boazd of Directors shall obtain and maintain at all times adequate employee theft insurance covering the members of the Boazd of Directors and all other officers, Directors and employees of the Association handling or responsible for funds of or administered by the Association. If a management agent has the responsibility for handling or administering funds of the Association, the management agent will be required to maintain comparable coverage for its officers, employees and agents responsible for such funds. In no event may the aggregate amount of such insurance be less than a sum equal to three (3) months aggregate assessments on all Lots. The insurance shall contain waivers by the issuers of the insurance of all defenses based upon the 15 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 ~, exclusion of persons serving without compensation from the definition of "employees" or similaz terms or expressions. (c) The Board of Directors shall maintain such other insurance as the Boazd of Directors deems advisable. (d) The Association insurance coverage shall have deductible provisions as the Boazd of Directors deems reasonably advisable subject to any limitations in the Planned Community Act (being ORS 94.550 to 94.783, as amended from time to time). The deductible amount of the Association insurance shall be equally allocated to and paid by each Owner, unless the Boazd by resolution specially assesses such deductible amount to particular Owner(s) based upon their fault causing the loss that triggered the deductible amount. Each Owner may obtain their own insurance to cover all or part of their obligation for the Association deductible amount but is not required to do so. The Boazd shall have full authority to adjust and settle insurance claims on behalf of the Owners with respect to the Association's policies of insurance and the cost of such adjustment and settlement process shall be a common expense assessed to the Owners the same as any insurance deductible amount on such policies is or would be allocated between the Owners. ARTICLE IX GENERAL PROVISIONS Section 1 -Seal T'he Boazd of Directors may, by resolution, adopt a corporate seal. Section 2 -Notice All notices to the Association or to the Boazd of Directors shall be sent caze of the managing agent, or if there is no managing agent, to the principal office of the Association or to such other address as the Boazd of Directors may hereafter designate from time to time. All notices to Members shall be sent to such address as may have been designated by the Member from time to time in writing to the Boazd of Directors, or in the absence of same to such Member's last known address. At the discretion of the Boazd of Directors, notices to Members may be sent via email or fax, however, electronic communications may not be used to provide notice regazding failure to pay assessments, foreclosure of an Association lien, or action that may be taken by the Association against a Member. Section 3 -Waiver of Notice Whenever any notice to any Member or Director is required by law, the Declazation, the Articles of Incorporation or these Bylaws, a waiver of notice in writing signed at any time by the person entitled to notice shall be equivalent to the giving of the notice. Section 4 -Action Without Meetin Any action which the law, the Declazation, the Articles of Incorporation or the Bylaws require or permit the Members or Directors to take at any meeting may be taken without a 16 - BYLAWS OF GRAY COURT HOIvIEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 ~ meeting if a consent in writing setting forth the action so taken is signed by all of the Members or Directors entitled to vote on the matter. The consent, which shall have the same effect as a unanimous vote of the Members or Directors, shall be filed in the records of minutes of the Association. Section 5 -Conflicts These Bylaws are intended to comply with the Oregon Nonprofit Corporation Act, the Act, the Declaration and the Articles of Incorporation. In the case of any irreconcilable conflict, such statute and documents shall control over these Bylaws. ARTICLE X CONSENT TO AMENDMENT Section 1 -Pro osal Amendments to these Bylaws shall be proposed by either a majority of the Boazd of Directors or by Members having one-third of the votes of the membership. The proposed amendment must be reduced to writing and shall be included in the notice of any meeting at which action is to be taken thereon. Section 2 -Adoption ~, A proposed amendment to these Bylaws may be adopted at a regulaz or special meeting of the Members called for that purpose at which a quorum is present by majority vote of those present in person or by proxy at such meeting, provided, however, that those provisions of these Bylaws which are governed by the Declaration or the Articles of Incorporation of the Association may not be amended except as provided in those documents. Section 3 - Recordint~ Once adopted, such amendment shall be copied in the appropriate place of the Book of Minutes of the Association containing the original Bylaws. If any bylaw is repealed, the fact of such repeal and the date on which the repeal occurred shall be stated in such book and place. [Remainder of page intentionally left blank. Signature(s) begin on following page.J 17 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 ~~ IN WITNESS WHEREOF, I have hereunto subscribed my name this ~ Ada of ~, y y ~'~ ~ , 200. n S. Gray STATE OF OREGON COUNTY OF ~~ ~ ss. This instrument was acknowledged Jon S. Gray. /~ me this ~rday of ~J X12 , 200ffi, by OFFICIAL 8EAL JEANENE R. CIiRISTiAN8EN NOTARY PUBLIC-0RECiON COMMISSION N0.407032 MY COMMISSION EXPIRES AUB. 8, 2010 3~1~~ARY PUBLIC FOR OREGON My ommission Expires: ~ - ~ -7h / n ``r- 18 -BYLAWS OF GRAY COURT HOMEOWNERS ASSOCIATION PDX 1771457v1 0084094-000001 J~