COVENANTS AND RESTRICTIONS 
                                                         WISTERIA ESTATES
 
All lots heretofore or hereafter created in that subdivision of land in Crisp County, Georgia, known as (hereinafter referred to as the "Subdivision" or the "Development"), and shown upon a plat of said Subdivision recorded in Plat Slide____, in the office of the Clerk of Superior Court of Crisp County, Georgia, are hereby subject to the following protective covenants, conditions and restrictions which shall run with the land and shall be binding upon all persons owning or occupying any lot in said Subdivision. Unless otherwise specified herein, these covenants, conditions and restrictions shall remain in full force and effect for a period of twenty (20) years from the date hereof. Thereafter, said covenants shall be renewed and extended automatically for successive periods of ten (10) years unless, in the last year of any particular term, an instrument in opposition to automatic renewal is signed by two-thirds (2/3)  of the lot owners and recorded in the office of the Clerk of the Superior Court of Crisp County, Georgia, in which even the covenants will expire at the end of then current term.

CONSTRUCTION PLANS

1. No main residence, building, fence, wall, swimming pool, sport court, auxiliary building or any other improvement or structure shall be erected, placed or suffered to remain upon any lot in this Subdivision nor shall any landscaping which includes, but is not limited to, tree removal, tree planting, shrub planting, contour changes, or ground cover changes, unless and until the owner of said lot shall submit to the ACC (Architectural Control Committee) two sets of complete, final detailed construction plans and specifications showing the nature, kind, shape, height, location, materials, basic exterior finishes and colors, floor plans, front, side and rear elevations, of all improvements and structure and all landscaping and shall have received written approval thereof from the ACC. The two copies of said plans and specifications shall be filed permanently with the ACC. If the ACC fails to approve or disapprove the plans and specifications within thirty days after receipt thereof, the plans and specifications shall be deemed approved. Any disapproval or qualified approval shall be accompanied by a statement of the grounds upon which such action based. The ACC has total discretion to make all aesthetic decisions in its sole discretion. 

       (a) Any changes in any proposed construction, or any additions thereto, which might be desired by a lot owner after initial approval by the committee must be resubmitted to the committee for its approval or rejection in accordance with the procedure herein above set forth prior to the start of any such proposed changes or additions. 

       (b) Said ACC shall be composed of three members, the initial members be follows:   The two owners of Wisteria Estates Subdivision and a person to be named by them. 

       (c) Any two of the three ACC members may vote for approval or disapproval of all matters that come before the ACC and approval or disapproval of any matter that comes before the ACC takes a majority vote of those voting to effect such approval or disapproval.

       (d) Upon the death or resignation of an ACC member, the owners (or their survivor) shall promtly select a replacement until such times they record a written declarative declining that right.  Thereafter, the remaining members shall appoint any successors.

       (e) It is the intent of this Declaration that the regulation of lots within the Subdivision as set forth in this Declaration be strictly adhered to. Notwithstanding such intent, it is recognized that particular circumstances may from time to time and on a case-by-case basis necessitate the waiving or varying of certain of the restrictions set forth in this Declaration. Therefore, for good cause shown, the ACC may, in its sole discretion, waive or vary the requirements and standards set forth in this Declaration on a case-by-case basis so long as such waiver or variance does not violate the overall scheme and intent of this Declaration.  Any such waiver or variance, when granted by the ACC shall be final and binding upon all lot owners. The granting of a waiver or variance to one lot owner shall not automatically entitle another lot owner to the same waiver or variance, it being understood that each request for a waiver or variance shall be treated on its own merits. Further, the granting of a waiver or variance to a lot owner shall not automatically entitle such lot owner to any subsequent or additional waiver or variance. All approvals, waivers and variances by the ACC shall be in writing and signed by at least two (2)  members of the ACC and, if requested by the applicant, shall be in recordable form (But any recording cost is to be paid by the applicant). No approval, waiver or vaiance in any form shall be binding on the Association (as hereinafter defined), the ACC or the Declarant.

       (f) Plans and specifications are not reviewed for engineering or structural design or to assure safety, and by approving such plans and specifications neither the ACC, the members thereof, nor the the Association assumes liability or responsibility therefor, nor for any defect in any structure constructed from such plans and specifications. Neither the Declarant, the Assocation, the ACC, the Board (as hereinafter defined), nor the officers, directors, members, employees, and agents of any of them shall be liable in damages to anyone submitting plans and specifications to any of them for approval, or to any lot owner affected by these restrictions by reason of mistake in judgement, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications. Every person who submits plans and specifications and every lot lowner agrees that he will not bring any action or suit against the Declarant, the Association, the ACC, the Board or the officers, directors, members, employees, and agents of any of them recover any such damages and hereby releases, remises, quitclaims, and covenants not to sue for all claims, demands, and causes of action arising out of or in connection with any mistake in judgement, negligence, or nonfeasance and hereby waives the provisions of any law which provides that a general release does not extend to claims, demands and causes of action not known at the time the release is given. 

       (g) The ACC shall not discriminate against any applicant requesting its approval of plans and specifications because of such applicant's race, color, sex, religion, age or national origin. Further, the ACC in the exercise of its powers granted pursuant to this Declaration shall not take any action the intent or effect of which is to discriminate against persons of a particular race, color, sex, religion, age or national origin.

       (h) The ACC may impose and collect a reasonable and appropriate fee to cover the cost of review of plans and of inspections performed pursuant to this Section 1. The fee shall be established from time to time by the ACC.

LAND USE

2. All lots in said subdivision shall be known, described and used as single family residential lots only and shall not be used for any other purpose. Each purchaser of a lot must complete construction of a residence ("complete" to be defined as fully meeting all specifications provide to and approved by the ACC and by also obtaining a certificate of occupancy from the Crisp County Building and Codes Department) within twenty-four (24) months of the date on which such owner commences construction or obtains a building permit, whichever is earlier. If construction is not completed within that period, the undersigned owner shall have the right to repurchase the lot for the price paid by the purchaser. The undersigned owner shall be required to post notice on the property and send a copy via certified mail to the last mailing address known by the undersigned owner to be a vaild mailing address for the purchaser. The posting on the lot shall be deemed conclusive for notice being given to the purchaser and for establishing all time periods hereunder. A copy of such notice shall be sent via first class mail to any lender having a sign posted upon the property identifying its role in financing the property. Such notice shall be as follows:

NOTICE

______________________________________, (name of party receiving ACC approval) you are hereby notified that you (underline and fill in one. Strike out the other.): began construction on _______________________, or obtained architectural control approval on __________________) One year has passed without completion of the dwelling unit. You have 90 days from today's date of _______________, ________________, ______________, within which to complete the dwelling unit according to the specifications approved by the ACC and to obtain a certificate of occupancy from the Crisp County Building & Codes Department. If you fail to do so, you must re-convey this property to the undersigned, the Declarant of the Covenants on the property (or its designated successor or assignor) at and for the same gross sale price paid by the party who first purchased this lot from either (a) the Declarant, or if Declarant, or if Declarant has sold multiple lots to a developer then, (b) an intermediate transferee from Declarant, or (c) this successor of Declarant, based on the price determinable by the Georgia Real Estate Transfer Tax Declaration. _________________ for ________________________________________________ (Signature above)                   (Name of entity, if any)
____________________________________________________________________
                                                    (end)

After the date the above notice is posted, the purchaser shall complete the residential dwelling to the specifications approved by the Architectural Control Committee within 90 days of the date posting. Upon failure to do so (for any reason, there to be no weather, or other excuses permitted). Then the undersigned Owner (or its legal successor or assignee) shall have the right to purchase the lot for the price paid by the purchaser who purchased the lot from the Owner (or the Owner's successor if Owner sold muliple lots to another developer) such price to be determined by reference to the Georgia Real Estate Transfer Tax paid at recording of such party's deed.

[end of notice form]

DWELLING TYPE AND SIZE
No building shall be erected, altered, place or permitted to remain on any building lot other than one detached singled-family dwelling not to exceed two and one-half stories in height (not including any below ground basement) and boathouses, garages, or other approved outbuildings and only as to any of such if such buildings shall be fully approved by the ACC as outlined in Paragraph 1, above, as to quality of workmanship and materials, harmony of external design with existing structures and location with respect to topography, finish grade elevation and adjacent buildings.

If any changes in construction occurs, while construction is going on, and not approved by the ACC, then, the ACC has the right to stop construction until the issue is resolved. No Pre-Built dwellings are allowed.

The foundation of each house must be at least twenty-four (24) inches above the final grade at its lowest point. Roof must have a minimal pitch of 8/12 and have front and rear elevations [Submitted with the architectural detail]. Architectural shingles or equivalent are required and roof material must be approved by committee. Three quarters (3/4)of each house must be constructed of brick or stucco. All chimneys must have a chase. No fence or wall shall be erected, placed, altered or permitted to remain on any lot unless approved by the ACC. No chain link fences will be permitted. No out building or storage building shall be erected, placed, altered or permitted to remain, on any lot unless approved by the ACC. Such buildings must be in harmony with the external design of existing structures and must have side entrances. Propane tanks must be out of sight from roads and from lake and/or buried under ground. For those Covenants requiring Committee approval, such approval shall be as provided for in Paragraph 1, above.

REQUIRED SQUARE FOOTAGE
*Changes have been made on Square Footage on certain Lots*

4. All residences erected on any lot in said Subdivision shall have a minimum heated floor area, measured in square feet, exclusive of porches, storage rooms, or garages and a minimum square footage for the main floor of any dwelling. For purposes of ground floor area only, up to 375 square feet enclosed garage space will count toward the ground floor area requirement. The elevation of a floor must be above the prevailing original (pre-alteration) ground level over 90% of its perimeter or else such floor does not count as a ground floor (A) As to any lot which adjoins Abbey Road the ground floor minimum shall be 3000 square feet and the total minimum shall be 4,500: (B) As to any lot which does not adjoin Abbey Road the ground floor minimum shall be 2000 square feet and the overall minimum shall be 3,000 square feet. Except as otherwise specifically provided in this paragraph, the minimal heated ground floor area of the main structure, exclusive of one-story porches and garages, shall not be less than 2,500 square feet for a "one story" dwelling on Penny Lane and 3,500 square feet on Abbey Road. The corner lots of Penny Lane and Abbey Road shall have the dwellings face Abbey Road and adhere to the requirements of dwelling on Abbey Road. Two story dwellings shall have a minimum heated square footage of 3,500 square feet on Penny Lane and 4,500 square feet on Abbey Road. The total square footage of the dwellings does not include any basement square footage for those lots that are suitable for basements.

ONE RESIDENCE PER LOT

5. Only one residence shall be erected on any one but any person may use a lot and an adjacent lot for placing one residence thereon.

LOT FRONT AND REAR

6. For all lots, the front of the lot as described herein shall be the side facing the road or the side facing Abbey Road if two streets are fronted. The rear shall be the opposite side of the front side.

EROSION CONTROL

7. All property owners shall fully comply with EPA Erosion Requirements while carrying on any construction on any lot. No change in elevation of the land shall be made which will interfere with the drainage of or otherwise cause undue hardship to adjoining property.

NO PREVIOUSLY USED STRUCTURES

8. No building, residence or structure previously used elsewhere may be moved upon any lot in said Subdivision to be used as a dwelling house, without prior written approval of the ACC, which will usually not be granted.

BUILDING LOCATION

9. No main residential building shall be located on any residential building lot nearer than 50 feet to any side property line. No main residential building shall be located nearer than 100 feet to the front or rear property lines of that lot.

NUISANCES

10. No noxious or offensive trade or activity shall be carried on upon any lot, nor shall anything be done thereto which may be, or become, an annoyance or nuisance to the neighborhood.

BOTTLED GAS, AIR CONDITIONING, HEATING UNITS

11. All bottled gas, air conditioning and heating apparatuses located outside on the walls of the residence shall be concealed by planting of shrubs or placed to the rear of the residence.

SIGHT DISTANCE AT INTERSECTIONS

12. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between two and six feet above the roadways shall be placed or permitted to remain on any corner lot within the triangular area formed by the street property lines and a line connecting them at points 25 feet from the property corner, from the intersection of the property lines within 10 feet from the intersection of a street property line with the edge of a driveway or alley pavement. No tree shall be permitted to remain within such distances of such intersections, unless the foliage line is maintained at sufficient height to prevent obstruction of such sight lines.

PAVING OF DRIVEWAYS

13. All driveways shall be a minimum of ten feet in width and shall be paved the entire width and length of the driveway. The driveway shall be made of asphalt, concrete or other hard surface paving approved by the ACC. Gravel or dirt driveways are prohibited.

TEMPORARY STRUCTURES

14. No structure of a temporary character, trailer, modular home, mobile home, tent, shack, garage, barn or other such building shall be used on any lot at any time as a residence or erected either temporarily or permanently, other than structures used for contractors' operations during the construction of a home. Such structure must be promptly removed after completion of construction.

LAKE, BOATS AND DOCKS

15. The dumping, filling, excavation, planting of spreading-type vines or other foliage, fencing, or the cutting of trees having a diameter of 3 inches or more which would change the configuration of the shoreline or disturb the appearance and natural beauty of the shore within 50 feet of water's edge is prohibited. No gasoline engine boats allowed. Electric/battery powered engines and paddle boats are allowed with the knowledge that each home-owner of the boat is responsible for personal use, family use and guest use of boat and use of Lake Wisteria (Crane, Wildwood). There will be NO SWIMMING in Lake Wisteria. Any homeowner resident, family member or guest is responsible to resident homeowner for any incidents related to Lake Wisteria use. The Homeowners' Assocation, Wisteria Estate, nor Wisteria Estates, LLP will be held liable for any incidents, such as accidents, personal injury, material damaged, etc. related to use of Lake Wisteria or any other lake (pond) that may exist now or in the future of Wisteria Estates.

Docks shall be constucted perpendicular to the shoreline of any lake and be not more than one foot above the crest of the bank along the shoreline and in no event higher than two feet above the established water level. Docks shall have a flat, un-obstructed surface constructed of treated wood, synthetic deck board and/or [concrete] and a rectangular shape not to exceed 20 feet in length and 6 feet in width shall be supported by either concrete or wood pilings. All wooden surfaces shall be sealed and/or painted and maintained so as to present a neat, orderly and well-kept appearance.

Diving platforms, floating docks, oil drums, other buoyant objects or materials, ladders, hand railings, overhead electrical wiring, fishing methods employing the use of other than a hand-held device, and boat houses are specifically prohibited.

No swimming shall be permitted from any area owned by developer. Any owner of a lot or lots abutting upon Lake Wisteria or any other lake who swims or permits others to swim from such lot or lots shall do so at their own risk. Neither developer, nor his successors, or assigns, assume any responsibility for the purity of the water in the lake or any damage resulting from its use.

BOATHOUSES AND UTILITY BUILDINGS
 
16. As to all Lots fronting on Crane or Wisteria Lake, except for boat houses, pool houses and docks, no utility buildings or greenhouses may be erected so as to unduly obscure water view from any adjoining lot not owned by that same owner. Boat houses, docks, pool houses, pools, greenhouses, and other utility buildings may be constructed only after an application is submitted to the ACC designating the location of said building on the lot and the plans of said building and only after written approval of the ACC has been obtained.

LIVESTOCKED AND POULTRY AND PETS

17. No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any lot except that dogs or cats or other household pets may be kept provided that they are not kept, bred, raised or maintained for any commercial purpose. No more than two dogs or two cats (and their pre-weaning age offspring) may be kept on a lot without the continuing approval of the ACC. Owners may not allow dogs and/or other pets to roam free. They must either be confined behind a fence or walked on a leash.

WATER SYSTEMS
 
18. All homes must provide their own wells and pay the cost of installing such to Crisp County Health Department and Georiga Department of Natural Resources regulations.

GARBAGE AND REFUSE DISPOSAL

19. Trash, garage, rubbish or other waste shall not be kept on any lot in said Subdivision except in sanitary containers. All equipment for the disposal of such material shall be kept in a clean, sanitary condition, and shall be kept to the side of the house, screened from all streets and the waterfront.

SEWAGE DISPOSAL

20. No individual sewage disposal system shall be permitted on any lot unless such system is designed, located and constructed in accordance with the requirements, standards and recommendations of the Crisp County Health Department. After permit approval, such plans must be submitted for ACC review. The ACC may require screening of any bermed septic tank by vegetation or by fencing.

LOT SUBDIVISION AND LAYOUT

21. The layout of the lots as shown on plat of said, Subdivision shall be fully adhered to and no diving, subdiving, or any other charge shall be permitted; except that, three adjoining lots may be re-divided into two lots, provided that the two resulting lots are each larger than the two outside lots of the original three lots.

GARAGES

22. No carport or garage shall be placed in such a manner that the open area thereof faces to the front. All garages must be equipped with doors to enclose the garage area. Any doors of garages shall be kept closed when persons or vehicles are not entering or exiting such garage. Each residence must include at least sufficient garage space to enclose 3 vehicles which is estimated to be not less than 24 feet by 36 feet.

PROPERTY APPEARANCES

23. The owners of lots in the Subdivsion shall keep lots mowed and in presentable condition. In the event and owner fails to comply with this restriction, the ACC may, after ten days written notice by registered mail to the owner's last know address, cause the lot to be mowed and/or put in a presentable condition, the expense of which shall be charged to the owner. Boats, trailers, Recreational vehicles and other items which would clutter or deface the property shall be stored in garages when not in use within a 24 hour period. Large garages may be be permitted by ACC. No cement blocks will be exposed on any building or structure. Except during the construction period, no building materials may be stored on any lot. Gas tanks, fuel tanks, or other containing tanks may only be used for a lot owner's personal boats and vehicles and must be concealed attractively. All gas meters shall be placed to the side of the house and attactively hidden from view. No plumbing or heating vents shall protrude from the front or rear side of any house. No window air-conditioning units shall be installed on the front or rear of any house. Television antennas and satellite dishes and all simliar devices or mechanisms, including any device for the reception of any electromagnetic signal whatsoever, shall be constructed in such a manner as to be completely screened from any access road or street. Any satellite dishes or similiar devices or mechanisms shall be of a dull color which will blend with the natural surroundings of such satellite dish or other device or mechanisms. Exact plans and specifications for such satellite dish location shall be approved by the ACC. Except for trees cut in order to construct the house and garage on a lot, no owner shall cut any tree larger than 12" in diameter, without the approval of the ACC. Lot owners shall treat or cut down trees which have become diseased or infested with beetles, pests or termites if such disease or infestation is likely to spread to adjoining lots unless such trees are treated or cut down or if such disease may cause trees to fall on adjoining property of other owners.

SIGNS

24. No signs of any kind shall be displayed to the public view on any lot except one sign of not more than 5 sq feet advertising property for sale, or signs used by the builder or developer to advertise the property during construction for sale the political signs permitted by law.

EASEMENTS

25. No lot owner may grant an easement to a third party over any lot in said Subdivision, other than utility and drainage easements and then only with the permission of the ACC. The Declarant hereby expressly reserves to itself and its successors and assigns, the right to create perpetual easements in, on, across, over, and under any part of the Development owned by Declarant for any purpose which Declarant deems necessary.

MAILBOXES

26. All mailboxes shall be attractive and in keeping with the decorum of the dwelling and Subdivision and must be approved by the ACC.

FENCES AND WALLS

27. Prior to the construction of any fence or wall, the plans, including material to be used in construction and type of fence or wall and the location of the fence or wall on the lot, must be submitted in writing to the ACC for approval and may not be constructed until the ACC gives written approval to the lot owner.  Fences or walls shall not be higher than eight feet, except that fences built around and as part of tennis courts shall not be higher than ten feet.  No fences or prominent structure of any kind shall be permitted on the rear 100 feet of any lot which has a rear lot line adjacent to a lake or park.  The intent of the provision is to insure that fence structures do not detract from the decorum of the Subdivision or block views of adjoining owners.

CLOTHESLINES

28. No lines, poles or other structures for the purpose of drying or hanging of clothes shall be erected, placed or permitted to remain outside of any dwelling which may be visible from any street or from the waterfront of Wildwood Lake.

INOPERABLE MOTOR VEHICLES

29. The pursuit of hobbies or other activites, including but not limited to, the assembly and disassembly of motor vehicles or other mechancial devices, which might tend to cause disorderly, unsightly or unkept conditions shall be pursued or undertaken on any lot in Subdivision. All motor vehicles belonging to or used by anyone occupying the premises shall be maintained in proper operating condition so as not to be a hazard or nuisance by noise, exhaust emissions or appearance. The overnight parking of recreational vehicles shall be in garages or behind screened enclosures. "On street" regular parking of motor vehicles, boats, campers, motorcycles, or any other vehicle of the owner/resident of a lot or the guest or invitee of the owner/resident is prohitbited.

SWIMMING POOLS

30. The ACC shall have the right to require fencing of swimming pools.

BUILDING IMPROVEMENTS

31. During the construction of any structure, swimming pool, sport court, or other improvement upon any lot, the owner of said lot shall keep his lot in a reasonably neat and clean condition. All waste materials shall be removed from said lot and the Subdivision in a prompt and efficient manner. All lots and the exterior of all improvements shall be maintained in a neat and attractive condition by and at the expense of the owner. The maintenance required hereby shall include, but not be limited to painting, staining, repairing, replacing, and caring of roofs, gutters, down spouts, building surfaces, trees, shrubs, grass, walks and other exterior improvements.

OIL AND MINING OPERATIONS

32. No oil drilling, oil development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any lot., nor shall oil wells, tanks, tunnels, mineral excavations of shafts be permitted upon or in any lot.  No derrick or other structure designed for use in boring for oil or natural gas shall be erected, or maintained for any commercial purpose.

ENFORCEMENT

33. If any of the within covenants and restrictions shall be violated, (i) any person owning a lot or lots herein referred to, and (ii) the Assocation, shall each have the right to and may prosecute any and all proceedings at law or in equity, or both, against the person or persons violating or attempting to violate any one or more of such covenants and restrictions, including, without limitation, the right to restrain or enjoin such violation, to seek specific performance, and to recover damages. Failure to enforce a covenant in one instance shall not be not be a waiver of the right to enforce the covenant in another instance.

NO REVERTER

34. No restriction herein is intended to be, or shall be construed as, a condition or as creating a possibility of reverter.

HOMEOWNERS ASSOCIATION

35. (a) Purposes, Powers and Duties of the Association. 

            (1) Generally. Wisteria Estates Homeowners Assocation, Inc. (hereinafter the "Association") (subject to availability of name from the Secretary of State of Georgia) will be formed as a nonprofit corporation for the sole purpose of performing certain functions for the common good and general welfare of the owners of lots in the Development and their families. The Association will have all powers set out in its corporate articles, by-laws, and resolutions. These powers or duties are intended to promote in some way the common good and general welfare of the owners of lots in the Development and their familes. To the extent, and only to the extent, necessary to carry out such purpose, the Assocation (a) shall have all of the powers of a corporation organized under the Georgia Nonprofit Corporation Code, and (b) shall have the power and duty to exercise all of the rights, powers and privileges and to perform all of the duties and obligations of the Association as set forth in this Declaration. 

            (b) Membership in the Assocation. Every lot owner shall automatically be a member of the Assocation (herein a "Member") and such membership shall terminate only as provided in this Declaration. For purposes of voting, there shall be two (2) classes of Members as set forth in paragraph (c) below. 

            (c) Voting Rights 

                     (1) Each owner of a lot, with the exception of the Declarant, shall be a Class "A" Member and shall be entitled to one Class "A" vote per lot. Where such owner is a group or entity other than one individual person, the vote on behalf of such owner shall be exercised only by a single individual as shall be designated in a proxy instrument duly executed by or on behalf of such group or entity and delivered to the Secretary of the Association. 

                    (2) The Declarant shall be the sole Class "B" Member and shall be entitled to three (3) votes for each lot owned; provided, however, in no event (including without limitation any period during which the Declarant does not own any lots) shall the Class "B" Member have less than the total number of Class "A" votes plus one (1). The Class "B" Membership shall cease and be converted to Class "A" Membership at such time as the Declarant no longer retains the right to appoint and remove members of the Board and officers of the Association pursuant to paragraph (j) below. 

              (d) Board of Directors. The affairs of the Association shall be managed by a Board of Directors (herein the "Board"). The number of directors and the method of election of directors shall be as set forth in the Bylaws of the Association. 

              (e) Exculpation and Indemity of Directors and Officers of the Assocation. The directors and officers of the Association shall be liable for any mistake or judgement, whether negligent or otherwise, except for their own individual willful misfeasance or malfeasance, misconduct or bad faith. Such directors and officers shall have no personal liability with respect or any contract or other commitment made by them, in good faith, on behalf of the Association (expect to the extent that such directors or officers may also be Members of the Association) and the Association, as a common expense of the Association, shall indemnify such directors and officers against, and hold, save and defend such directors and officers free and harmless from, any and all expense, loss or liability to others on account of any such contract or commitment. In addition, each director and each officer of the Association shall be indemnified and held harmless by the Association, as a common expense of the Association, from any expense, loss or liability to others by reason of having served as such director or as such officer and against all expenses, losses and liabilities, including court costs and reasonable attorneys' fees, incurred by or imposed upon such director or officer in connection with any proceeding to which he may be a party or have become involved by reason of being such director or such officer, whether or not he is a director or oficer at the time such expenses ar eincurred, except in cases in which the expenses, losses and liabilities arise from a proceeding in which such director or officer is adjudicated guilty of willful misfeasance or malfeasance, misconduct or bad faith in the performance of duties. In the even of a settlement of any proceeding, the indemnification provided hereby shall apply only whn the Board approves such settlement and reimbursement as being in the best interest of the Association. Any right to indemnification provided for herein shall not be exclusive of any other rights to which a director or officer, or former director or officer, may be entitled. 

               (f) Directors' and Officers' Insurance. The Association may purchase and maintain, as a common expense, directors' and officers' liability insurance, which such coverages and in such amounts as shall be determined by the Board, on behalf of any person who is or was a director or officer of the Association against and liability asserted against him and incurred by him in such capacity, or arising out of his status as such, if such insurance is reasonably available in the determination of the Board. 

              (g) Suspension of Membership. The Board may suspend the voting rights of any Member and the right of enjoyment of the Common Property of any person who: 

                        (1) shall remain in violation or breach of any of the restrictions set forth in this Declaration having received notice of the same from the Association; 

                        (2) shall be delingquent in the payment of any assessment levied by the Association pursuant to the provisions of Section 32 hereof; or 

                        (3) shall be violation of the rules and regulations of the Association relating to the use, operation and maintenance of Common Property. 

               Such suspension shall be for the balance of the period in which said Member or person shall remain in violation, breach or default. No such suspension shall prevent an owner's ingress to or egress from his lot. 

            (h) Termination of Membership. Membership shall cease only when a person ceases to be the owner of a lot in the Subdivision. 

            (i) Voting Procedures. The procedures for the election of directors of the Association and the resolution of such other issues as may be brought before the Membership of the Association shall be govered by this Declaration, the Georgia Nonproft Corporation Code, the Articles of Incorporation of the Association, and the Bylaws of the Association, as each shall from time to time be in force and effect. 

            (j) Control by Declarant. 

                        (1) Notwithstanding any other language or provision to the contrary in this Declaration, in the Articles of Incorporation, or in teh Bylaws of the Association, the Declarant hereby retains the right to appoint and remove any members of the Board of the Association and any officer or officers of the Association until fifteen days after the first of the of the following events shall occur: (i) the expiration of fifteen years after the date of the recording of this Declaration; or (ii) the surrender by the Declarant of the authority to appoint and remove directors and officers of the Association by an express amendment to this Declaration executed and recorded by the Declarant. 

                       (2) Upon the expiration of the period of Declarant's right to appoint and remove directors and officers of the Association pursuant to the provisions of this Section, such right shall automatically pass to the lot owners, including the Declarant if the Declarant then owns one or more lots; and a special meeting of the Association shall be called at such time. At such special meeting the Owners shall elect new Board of Directors, to serve until the first annual meeting of the Assocation after control of the Association has passed to the Class "A" Membership, which shall undertake the responsibilites of the Board, and the Declarant shall deliver the books, accounts and records, if any, which the Declarant has kept on behalf of the Association during such period which the Declarant has in its possession. Each owner by acceptance of a deed to or other conveyance of a lot vests in the Declarant such authority to appoint and remove directors and officers of the Association as provided in this Section. The Association may exercise any other right or privilege reasonably to be implied from the existence of any right or privilege reasonably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege.

ASSESSMENTS

36. (a) Covenant for Assessments and Creation of Lien and Personal Obligation. Each lot owner, jointly and severally, for himself, his heirs, distributees, legal representatives, successors and assigns, by acceptance of a deed for a lot, whether or not the covenants contained herein shall be expressed in any such deed, hereby covenants and agrees as follows: 

            (1) to pay the Association the aunnual assessments which may or shall be levied by the Assoication pursuant to this Declaration against all lots owned by him; 

            (2) to pay to the Association any special assessments for capital improvements and other charges which may or shall be levied by the Association pursuant to this Declaration against all lots owned by him; 

            (3) that there is hereby created a continuing charge and lien upon all lots owned by him against which all such assessments are made to secure payment of such assessments and any interest thereon as provided in paragraph (i) hereof and costs of collection including reasonable attorney's fees; 

            (4) that such continuing charge and lien on such lot binds such lot in the hands of the then owner, and the owner's heirs, devises, legal representatives, successors and assigns. Such charge and lien is superior to any and all charges, liens or encumbraces which may hereafter in any manner arise or be imposed upon such lots whether arising from or imposed by judgement or decree or by any agreement, contract, mortage, deed to secure debt, or other instrument, except (i) such liens for taxes or toehr public charges as are by applicable law made superior, and (ii) all deeds to secure debt given to secure a loan the proceeds of which are (1) to purchase a lot or lots (together with any and all homes and/or other structures which may from time to time be placed or located thereon), and (2) to finance the construction, repair or alternation of a home on a lot; 

            (5) that no sale or transfer at foreclosure or in linu of foreclosure shall relieve any lot from liability for any assessement thereafter assessed; 

            (6) that all annual, special and specific assessments (together with interest thereon as provided in paragraph (i) of this Section 32 and costs of collection including reasonable attorney's fees) levied against any lot owned by him during the period that he is an owner shall be (in addition to being a continuing charge and lien against such lot as provided herein) a personal obligation which will survive any sale or transfer of the lot owned by him; provided, however, that such personal obligation for delinquent assessments shall not pass to an owner's successor in title unless expressly assumed by such successor. 

         (b) Purposes of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of providing for the common good and general welfare of the people of the Development, including, but not limited to, the acquistion, construction, improvement, maintenance and eqipping of Common Property, the enforcement of the restictions contained in this Declaration, the payment of operating costs and expenses of the Association and the payment of all principal and interest when due on all debts owned by the Association. 

         (c) Accumulation of Funds Permitted. The Association shall be obligated to spend in any calendar year all the sums collected in such year by way of annual assessments or otherwise, and may carry forward, as surplus, any balances remaining; nor shall the Association be obligated to apply such surplus to the reduction of the amount of the annual assessments in any succeeding year, but may carry forway from year to year such surplus as the Board may deem to be desirable for the greater financial security of the Association and the effectuation of its purposes. 

         (d) Annual Assessment. 

               (1) Beginning on January 1, 2007, and continuing thereafter until notified as provided herein, each lot shall be subject to an annual assessment of $100. The words "Assessment Year" as used herein shall mean the calendar year with the first Assessment Year commencing on January 1, 2007. 

               (2) Commencing with the Assessment Year beginning January 1, 2008, and continuing thereafter, the annual assessment for each Assessement Year may be increased, at any time and from time to time during each Assessment Year, not more than ten percent above the maximum annual assessment for the previous Assessment Year without a vote of the Membership.

               (3)  Commencing with the Assessment Year beginning January 1, 2008, and continuing thereafter, the annual assessment for each Assessment Year may be increased, any any time and from time to time during each Assessment Year, more than 10 percent above the maximum annual assessment for teh previous Assessment Year if such increase is approved by a two-thirds vote of the Members of the Association who are present in person or by proxy and voting at a meeting of Members duly held in accordance with the provisions of the Bylaws of the Association and this Declaration.

         (e) Special Assessments. In addition to the annual assessments authorized by this Section, the Association may levy, in any Assessment Year and with such frequency as the Association shall deem necessary, special assessments for the purpose of paying, in whole or in party, any unanticipated operating expenses, as well as the cost of any construction, reconstruction, repair or replacement of a capital improvement on the Common Property. Such special assessements may be levied by the Board in any Assessment Year without the approval of the Members, which special assessments in the aggregated do not exceed an amount equal to the annual assessment then in effect. Special assessments exceeding said amount shall require the approval of two-thirds of the Members of the Association who are present in person or by proxy and voting at a meeting of Members duly held in accordance with the provisions of the Bylaws of the Association and this Declaration. 

         (f) Assessment Procedures. 

                  (1) The Board shall establish the annual assessment for each Assessment Year at an amount not in excess of the maximum annual assessment as determined bythe provisions of this Section, and shall also establish the date during the Assessment Year on which the annual assessment shall be due and payable (such date is hereinafter referred to as the "Due Date"). The Board shall also establish an annual budget which shall list the estimated operating expenses and shall contain an amount to be set aside each year into a reserve allowance to be used for future repair and replacement of the Common Property, it being intended that a portion of such costs will be covered by special assessment. The Board shall cause the Assocation to send to each owner at least thirty days in advance of the Due Date written notice setting forth the amount of the annual assessment and the Due Date. The annual assessment shall become due on the thirtieth day following such written notice or the Due Date, whichever is later. The Board may establish reasonable payment procedures to allow or require payment of the annual assessment in installments during the Assessment Year. The Board shall also establish payment procedures for payments of any assessments for capital improvements which may be levied in accordance with the provisions of this Section. 

                  (2) All Members of the Association shall be given written notice by the Board not less than thirty nor more than sixty days in advance of any meeting of the Members of the Association at which the Board shall propose taking action pursuant to paragraphs (d) or (e) of this Section, notwithstanding any provisions regarding notice in the Bylaws to to contrary. Such written notice shall specify under which paragraph or paragraphs the Board will propose action. At the meeting, the presence of Members or of proxies entitled to cast 50% of the total votes outstanding shall be required to constitute a quorum, notwithstanding any provision in the Bylaws to the contrary. If the required quorum is not present at such meeting , a second meeting may be called by teh Board subjet to the same notice requirement, and the required quorum at such second meeting shall be 30% of the total votes outstanding. No such second meeting shall be held more than sixty days following the first meeting. If the required quorum is not present at the second meeting, the Board may take such action without approval of the Members. 

         (g) Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all lots; provided, however, if different lots have or derive different benefits from the Association (for example, as to portions of the Common Property which have been designated for teh exclusvie use and benefit of one or more, but less than all, of the lots and the owners thereof) the assessment for lots may be different to reflect the cost of such different benefits, but for all lots similarly benefitted, the assessment must be uniform. 

         (h) Declarant's Liability for Assessments. The Declarant shall be liable for the payment of nay assessments on lots to the same extent as other owners of lots. 

         (i) Effect of Nonpyament of Assessments. Any assessment which is not paid on or before the Due Date (subject to such payment procedures established byt eh Board allowing or requiring payment of any annual assessment in installments during the Assessement Year) shall bear interest after the Due Date at the lower of the highest legal rate of interest which can be charged or the rate of 12% per annum, or at such rate as teh Board may from time to time establish; provided, however, that in no event shall the Board have the power to establish a rate of interest in violation of the laws of the Sate of Georiga. In the event of default in the payment of any one or more installments of an assessment, the Board may declare any remaining balance of the assessment at once due and payable. In the event that and Owner shall fail to pay fully any portion of any assessment prior to the date on which payment is due, such unpaid portion (including any remaining balance declared immediately due and payable in accordance with the preceding sentence), together with interest and costs of collection including reasonable attorney's fees, shall be a binding personal obligation of such owner, as well as a lein on such owner's lot enforceable in accordance with the provisions of this Declaration. 

         (j) Certificate of Payment. Upon written demand by an owner, the Association shall within a reasonable period of time issue and furnish to such owner a written cerificate stating that all assessments (including penalties, interest and costs, if any) have been paid with respect to any lot owned by said owner as of the date of such cerificate, or that all assessments, interest and costs have not been paid, setting forth the amount then due and payable. The Association, may make a reasonable charge for teh issuance of such cerificate. Any such cerificate, when duly issued as herein provided, shall be conclusive and binding with regard to any matter therein stated as between the Association and any bona fide purchaser of, or lender on, the lot in question. 

          (k) Approval by Declarant. Notwithstanding anything to the contrary contained herein, no special assessment shall be made without the approval of the Declarant for so long as the Declarant has the right to appoint and remove directors and officers of the Association. 

           (l) Specific Assessments. The Board shall have the power to specifically assess pursuant to this paragraph as, in its discretion, it shall deem appropriate. Failure of the Board to exercise its authority under this paragraph shall not be grounds for any action against the Association or the Board and shall not constitute a waiver of the Board's right to exercise its authority under this paragraph in the future with respect to any expenses, including an expense for iwth the Board has not previously exercised its authority under this paragraph. The Board may specifically assess owners for the following expenses, except for expenses incurred for maintenance and repair of items which are the maintenance responsibility of the Association as provided herein, to-wit: 

                 (1) Expenses of the Association which benefit less than all of the lots, which may be specifically assessed equitably among all of the lots which are benefitted according to the benefit received; and 

                 (2) Reasonable fines as may be imposed in accordance with the terms of the Declaration and Bylaws.

        (m) Exempt Property. Notwithstanding anything to the contrary herein, the following property shall be exempt from payment of the assessments, charges and liens created herein: (1) Any Common Property; and (2) Any property dedicated to and accepted by any govermental authority or public utility, including limitation public streets.

        (n)     (1) Collection of Assessments and Enforcement of Lien. If any assessment, interest, cost or other charage is not paid as required by this Declaration, the Association may bring either an action at law against the owner personally obligated to pay the same, or an action to foreclose any lien created by this Declaration against the lot or lots (together with any and all homes and/or other structures thereon) subject to the lien, or both, for the purpose of collecting such assessment, cost or charge, plus any interest thereon and costs of collection, including reasonable attorneys' fees. 

                 (2) As an additional remedy, but in no way as a limitation on the remedies, if any assessment, interest, cost or other charge is not paid as required by this Declaration, each owner hereby grants to the Association and its assigns, the following irrevocable power of attorney: To sell the said lot or lots (together with any and all homes and/or other structures thereon) subject to the lien at auction, at the usual place of conducting sales at the Courthouse in Crisp County, Georgia, to the highest bidder for cash, after advertising the time, terms and place of such sale once a week for four weeks immediately preceding such sale (but without regard to the number of days) in the paper in which the Sheriff's advertisements for Crisp County, Georgia are published, all other notice being hereby waived by each owner, and the Association or any person on behalf of the Association, or its assigns, may bid and purchase at such sale and thereupon execute and deliver to the purchaser or purchasers at such sale a conveyance of said property in fee simple, which conveyance shall contain recitals as to the happenings of the default upon which the owner hereby constitutes and appoints the Association and its assigns, the agent and attorney in fact of each owner to make such recitals, and hereby convenants and agrees that the recitals so to be made by teh Association, or its assigns, shall be binding and conclusive upon the owner who property is the subject matter of such sale, and the heirs, executors, administrators and assigns of such owner, and the Association or any person on behalf of the Association, or its assigns, may bid and purchase at such sale and thereupon execute and deliver to the purchaser or purchasers at such sale a converyance of said property in fee simple, which conveyance shall contain recitals as to the happenings of the default upon which the owner hereby constitutes and appoints the Association and its assigns, the agent and attorney in fact of each owner to make such recitals, and hereby convenants and agrees that the recitals so to be made by the Association, or its assigns, shall be binding and conclusive upon the owner whose property is the subject matter of such sale, and the heirs, executors, administrators and assigns of such owner, and that the converyance to be made by the Association, or its assigns, shall be effectual to bar all equity of redemption of such owner, or the successors in interest of such owner, in and to said lot or lots, and the Association or its assigns shall collect the proceeds of such sale, and after reserving therefrom the entire amount of assessment, interest, cost or other charge due, together with all costs and expenses of sale and 15% of the aggregate amount due for attorney's fees, shall pay any excess to such owner, or to the heirs or assigns of such Owner as provided by law. The power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise and are granted as cumulative to the remedies for collection of said indebtedness provided by law. 

         (p) WAIVER. EACH OWNER, BY ACCEPTANCE OF A DEED CONVEYING A LOT SUBJECT TO THIS DECLARATION, WAIVES ANY RIGHT WHICH OWNER MAY HAVE UNDER THE CONSTITUTION OR THE LAWS OF THE STATE OF GEORGIA OR THE CONSTITUTION OR THE LAWS OF THE UNITED STATES OF AMERICA TO NOTICE OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS DECLARATION AND OWNER WAIVES OWNER'S RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE IWTH THE PROVISIONS OF THIS DECLARATION ON THE GROUND (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. ALL WAIVERS BY OWNER IN THIS PARAGRAPH HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY, AFTER OWNER HAS FIRST BEEN ALLOWED THE OPPORTUNITY TO CONSULT LEGAL COUNSEL WITH RESPECT TO OWNER'S POSSIBLE RIGHTS

COMMON PROPERTY

37.    (a) The Declarant may from time to time transfer or convey real property (together with any all improvements and/or personal property located thereon) to the Association, or grant or convey easements, leaseholds or other rights or interests in and to such property to the Association and in accordance with this Section, of rthe common use and enjoyment of the lot owners (such real and personal being defined herein as "Common Property") and, to the extent set forth in this Declaration, the general public. The Association hereby covenants and agrees to accept from teh Declarant all such transfers, conveyance or grants of Common Property. 

         (b) The Declarant may convey to the Association Common Property for an entrance area, including related signage, lighting, landscaping and sprinkler/irrigation facilities. In addition, street signage installed by Declarant shall be and become Common Property owned by the Association upon the installation thereof by the Declarant, without the necessity of any conveyance thereof from the Declarant. The Declarant. may, at Declarant's sole discretion, modify, alter, increase, reduce and otherwise change the Common Property contemplated to be conveyed to the Assoication in accordance with this Section at any time prior to the conveyance of such Common Property to the Association. 

         (c) In addition to the property described in paragraph (b), the Declarant may convey to the Assciation in accordance with this Section such other real adn personal property as the Declarant may determine to be necessary or proper for the completion of the Development. 

         (d) Notwithstanding any legal presumption to the contrary, the fee title to, and all rights in, any portion of the Development owned by the Declarant and designated as Common Property or designated for public use shall be reserved to the Declarant until such time as the same shall be conveyed to the Association or to any municipality or other governmental body, agency or authority. 
         
         (e) Every lot owner shall have a right and easement to use and enjoy the Common Property (subject to the provisions of paragraph (g)) which right shall be appurtenant to and shall pass with the title to every lot upon transfer; provided, however, that no lot owner shall do any act which interferes with the free use and enjoyment of the Common Property by all other lot owners. The Association my permit persons who are not lot owners to use and enjoy part or all of the Common Property subject to such limitations, and upon such terms and conditions, as it may from time to time establish. The right and easement of enjoyment granted or permitted by this paragraph (e) is subject to suspension by the Association as provided in paragraph (g). 

         (f) The rights and privileges conferred in this Section shall be subject to the right, and where applicable, the obligation, of the Association acting through the Board to: 

                 (1) promulgate rules and regulations relation to the use, operation and maintenance of the Common Property; (

                 (2) borrow money for the purpose of carrying out the activities of the Association, including the acquisition, construction, improvement, equipping and maintenance of Common Property, and in aid thereof to encumber by deed to secure debt, mortgage or other security instrument any or all of the Association's property including Common Property and revenues from assessments, user fees and other sources; 

                 (3) grant easements or rights of way over Common Property to any municipality or other govermental body, agency or authority, to any quasi-public agency or to any utility company or cable television system; 

                 (4) dedicate or transfer all or any part of the Common Property or interests therein to any municipality or other governmental body, agency, or authority of such purposes and subject to such provisions and conditions as may be agreed upon by the Association and such grantee, including a provision that such property or interest shall, if such dedication or transfer is approved by two-thirds vote of the Members who are present in person or by proxy and voting at a meeting of Members duly held in accordance with the Bylaws of the Association (hereinafter referred to as the "Bylaws"), cease to be subject to this Declaration or all or any part of the restrictions set forth herein while held by any such municpality or other governmental body, agency ro authority; 

                 (5) charge reasonable fees in connection with the admission to and use of facilities or services by Members and non-members; provided that in setting any such fee the Board may establish reasonable classifications which shall be uniform within each such class but need not be uniform between such classes; 

                 (6) suspend, pursuant to Section 31, the voting rights of any Member and the right of enjoyment granted or permitted by this Section; 

                 (7) sell, lease or otherwise convey all or any part of its properties and interests therein; 

                 (8) enforce all applicable provisions of valid agreements of the Association relating to the Common Property or any party thereof; 

                  (9) maintain any and all landscaping treatments previously installed by the Declarant, to the extend that such landscaping maintenance is permitted by the appropriate county and/or municipal entity having jurisdiction over the streets and roads for Crisp County, Georgia. 

         (g) At the time of the transfer or conveyance or any real property (together with all and all improvements and/or personal property located thereon) or grant or conveyance of any easement, leasehold or other right or interest in and to any such easement, leasehold or other right or interest in and to any such property by the Declarant to the Association to be used as Common Property, the Declarant shall designate in the deed, easement or other instrument of conveyance that such property shall be for the exclusive use and benefit of one or more, but less than all, of the lots and owners thereof. The Declarant further may designate in the deed, easement or other instrument of conveyance the specific or general purpose or purposes for which such property or portion thereof shll not be used for any different purpose or purposes, without a two-thirds vote of teh Members who are present in person or by proxy and voting at a meeting of Members duly held in accordance with the Bylaws of the Association (and, in the case of any portion of the Common Property designated for the exclusive use and benefit of one or more, but less than all, all of the lots and the owners thereof, without a two-thirds vote of such owners entitled to vote), and during the period of the Declarant's right to appoint and remove directors and officers of the Association, without the prior written consent of the Declarant.

         (h) Any lot owner may delegate to the members of his family, or his visiting guests his right to use and enjoy the Common Property. 

         (i) The Association shall maintain and keep in good repair the Common Property. This maintenance shall include, without limitation, maintenance, repair and replacement of all landscaping, signage, lighting , sprinkler/irrigation facilities and other improvements situated on the Common Property and of all street signage for the Developement installed by teh Declarant and not maintained by Crisp County.

INSURANCE

38. At all times during the term of this Declaration, the Association, its successors and assigns, shall be required to keep the Common Property insured by a reputable insurance company authorized to transact business in the State of Georgia with public liability insurance with such coverages and in such amounts as shall be determined by teh Board as appropriate for the type of recreational and other activities which shall be allowed on the Common Property and for the other activities of the Association. the premiums for such insurance shall be common expenses by the Association.

AMENDMENT

39.    (a) Amendments by Declarant. During any period in which the Declarant retains the right to appoint and remove any directors and officers of the Association, the Declarant may amend this Declaration by an instrument in writing filed and recorded in the Office of the Clerk of the Superior Court of Crisp County, Georgia, without the approval of any Member or mortgagee; provided, however, that (i) in the event that such amendment materially alters or changes any owner's right to the use and enjoyment of such owner's lot or of the Common Property as set forth in this Declaration or if such amendment adversely affects teh title to any lot, such amendment would materially and adversely affect the security title and interest of any mortgagees so affected. Any amendment made pursuant to this paragraph sahll be certified by the Declarant as having been duly approved by the Declarant, and such later date as shall be specified in the amendment itself. Each owner, by acceptance of a deed or other conveyance to a lot, agrees to be bound by such amendments as are permitted by this paragraph and further agrees that, if requested to do so by the Declarant, such owner will consent to the amendment of this Declaration or any other instruments relating to the Development (i) if such amendment is necessary to bring any provision hereof or thereof into compliance or conformity with the provisions of any applicable governmental statue, rule or regulation or any judicial determination which shall be in conflict therewith, (ii) if such amendment is necessary to enable any reputable title insurance company to issue title insurance coverage with respect to any lots subject to this Declaration, (iii) if such amendment is required by an institutional or governmental lender, purchaser or guarantor of mortgage loans, including, for example, the Federal National Mortage Association, or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase mortgage loans on any lot subject to this Declaration, (iv) if any such amendment is necessary to enable any governmental agency or reputable private insurance company to insure mortgage loans on the lots subject to this Declaration, or (v) if such amendment is necessary to correct a scrivener's error in the drafting of this Declaration. 

         (b) Amendments by Association. Amendments to this Declaration, other than those authorized by paragraph (a) hereof, shall be proposed and adopted in the following manner: 

                 (1) Notice of the subject matter of the proposed amendment shall be included in the notice of the meeting of the Association at which such proposed amendment is to be considered and shall be delivered to each Member of the Association. 

                 (2) At such meeting, a resolution adopting a proposed amendment may be proposed by either the Board or by Members of the Association. Such amendment must be approved by Members holding at least two-thirds of the total votes in the Association; provided, however, (i) that any amendment which materially and adversely affects the security title and interst of any mortgagee must be approved by such mortgagee, and (ii) during any period in which the Declarant has the right to appoint and remove directors and officers of the Association, such amendment must be approved by the Declarant. 

                (3) The agreement of the required percentage of the Members and, wehre required, the Declarant and any mortgagee, to any amendment of this and provided that the Declarant does not then have the right to approve such amendment, the sworn statement of the President or any Vice President and the Secretary of the Association attached to or incorporated in the amendment executed by the Association, which sworn statement shall state unequivocally that the agreement of the required parties was lawfully obtained. Any such amendment of this Declaration shall be effective only when recorded or at such later date or may be specified in the amendment itself affects.

**ACC-  Architectual Control Committee





                                                                                                       Phone:  229-535-4100