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HomeMy WebLinkAboutPLANNED UNIT DEVELOPMENT APPLICATION - 08-00023 - Sunrise Dr - Founders Square PH1 Final Plat.pdfPlanned Unit Development Application for Founders Square Subdivision 35.79 Acres at Sunrise Drive and 2"d East Developer: Founders Square, LLC P.O. Box 15540 DZI Jackson, WY 83002 qF January 10, 2008 Prepared by: Collins Planning Associates, LLC The Dyer Group, LLC Rendezvous Engineering, PC Dubbe-Moulder Architects, PC Collins Planning Associates, LLC P.O. Box 7441 Jackson, WY 83002 (307)690-4436 0 0 FOUNDERSSOUARE Phase 1 Final Plat Application Purpose: The purpose of this application is a request for approval of the final plat for Phase 1 of a proposed 109 lot Planned Unit Development located at the SE corner of 2"d East and Sunrise Drive. With the current zoning on this LDR-1 parcel allowing 3 units per acre and with the restrictions of the topography of the land, the PUD ordinance will provide flexibility in the lot sizes, set backs, and lot width while providing a community feel and open spaces to enhance the overall look and livability of this location. This flexibility will allow the proposed plan to provide a harmonious colonial design throughout the community, traditional street designs, central usable open space, community parks with children's play equipment and a pedestrian friendly atmosphere. Phase 1 Final Plat Application: Proposed name of the planned unit development: Founders Square 2. Date, north point and scale of drawing: See Plat Map Appropriate identification clearly stating that the drawing is a final planned unit development master plan: See Plat Map 4. Location of the planned unit development by section, township and range; a legal description sufficient to define the location and boundaries of the proposed planned unit development tract; and the tract designation or other description according to the real estate records of the county assessor: See Plat Map 5. A vicinity sketch map at a scale of one inch equals four hundred feet showing adjacent property boundaries and land uses: Not Required on Final Plat 6. Names and addresses of legal owners of properties within five hundred feet of the tentative planned unit development boundaries, excluding streets, unless the City is able to provide this information: Previously Submitted The following: a. Location, widths and names of all existing streets or other public ways within or abutting the planned unit development: See Plat Map and Master Plan b. Contour lines having the following minimum intervals: i. Two -foot contour intervals for ground slopes less than ten percent, and ii. Five-foot contour intervals for ground slopes ten percent or greater. Contours shall be based on contour maps provided by the city or other data approved by the city engineer: See Master Plan c. Location of at least one temporary bench mark within the planned unit development boundaries or the source of the contour line data shown. (Source and accuracy subject to city engineer's approval): See Plat Map d. Location and direction of all water courses and natural features such as rock outcroppings, marshes, wetlands, and wooded areas; and the approximate locations of trees or stands of trees having a trunk cross-sectional diameter of eight inches (approximately twenty-five inches in circumference) or more measured at a point fifty-four inches above the base of the trunk on the uphill side. The plan must identify those water courses, natural features and areas of trees meeting the described criteria which are to remain and those which may be altered or removed: See Master Plan e. Proposed streets, including location, widths and approximate radii or curves: See Plat Map and Master Plan Location of existing and proposed easements on the site or abutting property, showing the width and purpose of each easement: See Plat Map g. The types of housing proposed within the PUD, the approximate location or locations proposed for each type of housing, and the approximate housing density proposed at each location: Single Family Residential at 3 units per acre throughout the entire community, see Plat Map and Master Plan. h. Sites, if any, allocated for churches, parks, schools, etc.: No churches or schools are proposed on the site and all common open/green space is designated on the Plat Map and Master Plan. i. Area coverage of existing and proposed structures, lots, streets or other development: See Plat Map and Master Plan. C. Supplemental Master Plan Information. The applicant also shall submit the following information to supplement the master plan. This information can be submitted in separate statements accompanying the master plan: Proposed restrictions to be filed in the county deed records, in outline form, such as deed restrictions, conditions, covenants and restrictions, and homeowner's association agreements. The outline restrictions shall identify the time at which the restrictions will be filed in the county deed records; generally who will have authority to enforce the restrictions; specifically which restrictions, if any, are proposed to be enforceable by the city; the time at which the restrictions will become enforceable; and which restrictions, if any, will not be subject to amendment without the consent of the city: See Attached Declaration of Covenants, Conditions, and Restrictions. 2. Approximate locations and anticipated grades of all streets. Typical cross sections of the proposed streets showing widths of roadways, curbs, location and widths of sidewalks and the location and size of utility mains: Streets built to City Standards for street width and rights of way, except Washington Boulevard is increased to 75' to accommodate an 7' landscaped median. See attached Street Sections, Plat Map, and Master Plan. 3. Approximate plan of proposed sanitary sewers, storm drains, storm water detention and drainage pre-treatment facilities and the water distribution system: See Master Plan. 4. A general description of property intended to be dedicated to the city or public, other than street right-of-ways, including proposed dedication restrictions: No property to be dedicated to city or public other than the street rights-of-way. Open and green space shown on Plat Map and Master Plan is held in common and administered by the HOA. Maximum potential number of residential units, calculated as follows: a. Determine residential development area as follows: subtract from gross area any area allocated for churches, schools, and public buildings, b. Divide residential development area (excluding public and private streets) by the minimum residential lot size permitted in the underlying zone. This is the maximum potential number of residential units: 35.79 Acres * 43,560 feet/acre =1,559,012 total square feet 1,559,012 — 487,212 (public right-of-way) =1,071,800 (NDA) 24.60 acres 1,071,800 / 12,000 (minimum lot size) = 89.3 potential number of lots. Then with an anticipated 100+ points for our density bonus we would be granted 4.84 units per net developable acre (NDA) and multiply it by our current net developable acre (NDA) of 24.60 acres (1,071,800 square feet). 4.84 x 24.60 =119 potential number of lots. 6. Proposed number of residential units: 109 proposed residential units, which is an average of 3.05 units per gross acre. 7. An approximate tabulation of all dwelling units by type: 109 single-family units 8. A narrative description of the planned unit development and the manner in which it meets the purpose set out in subsection A of this section; I. The site is zoned LDR-1 which allows for three units per acre. The site is 35.79 acres in size which could allow as many as 119 lots with the density bonus. Founders Square is planned at 109 lots or 3.05 units per gross acre. Therefore, we are asking for the density allowed within the current zoning. However, because of the minimum 12,000 square foot minimum lot size requirement, and the topography of the site, we could not build this plan without the PUD ordinance. Our plan is for single family residential only. The site has been described accurately as being in a "hollow." This has created some design challenges and opportunities. The PUD has allowed us to design a community with a central plaza as open space. We have also included two additional neighborhood parks that will provide pathways, benches, covered picnic areas, a play structure, etc. that will be accessible to the whole community of Rexburg. II. The internal open spaces give this neighborhood a sense of community. The open spaces have an attraction that will draw members of the community together. The home owners can come together informally and at times formally by organizing events. Accordingly, more of the open space is held in common ownership allowing for smaller lot sizes as the active open space is maintained by the homeowners association. III. The smaller lot sizes also provide an opportunity to design an early American style of streets, landscaping, sidewalks, and housing types. All the sidewalks are set back from the streets which will allow for tree lined streets throughout the community, making it a very pedestrian friendly community. The homes are built closer to the sidewalk making the front porch, which is stepped up approximately two and a half feet, a more inviting location to spend time with friends and neighbors. The garages are all set back from the front of the home. This will allow us to virtually eliminate the overbearing garages that dictate the streetscape. We want the sidewalk, front porch, colonial facade, and people, to be the focal point of the home, not the garage. IV. The master plan allows for conservation of land as an important resource to the community. We realize that the "hilltop" in Rexburg is a unique location. The resources of the University are close. Also, the new LDS Temple will create market needs for volunteer workers of retirement age. Another advantage of this location in Rexburg is access to Downtown for entertainment and shopping. This development will provide a quality product with various home and lot sizes that will appeal to all stages of life, from the young married couple to the empty nesters. This is key as studies have shown that communities with varied housing and product types prove to be longer lasting and vibrant neighborhoods. M V. Finally, the smaller lot sizes provide a greater return on the public investment. Sewer lines and water lines, as a public utility, serve more homes per lineal foot. Similarly, the private utilities of telephone, power and gas are more efficiently using their resources. The common area open spaces place less demand on the public parks system. And, the design of the neighborhood provides for good neighborhood communication and security. 9. A statement describing the present and proposed ownership: Current owner is Founders Square, LLC. 10. A preliminary landscape plan, covering both areas to retain undisturbed their natural vegetation and areas to be landscaped: See Attached Landscape Plan 11. A circulation plan and traffic impact analysis identifying likely circulation patterns for and traffic impacts from traffic generated by the development including patterns and impacts within the development, in the area surrounding the development, and in other affected areas of the city: City has already conducted such a study and has determined Sunrise Drive Along the north edge of the subdivision will be residential collector road. Connection will also be made to Stone Drive in the Sky Meadows Subdivision to the south with connection to Pole Line Road. 12. A statement whether the applicant proposes to submit the final master plan for review as a single master plan or in phases; a statement of the date or dates by which the applicant proposes to submit the final master plan or final master plan phases for review; and a statement of the date or dates by which the applicant anticipates that the development and related improvements or each phase thereof will be substantially completed: We wish to submit the final master plan as a three-phase plan. The first phase will begin in the spring of 2008 and be completed in the summer of 2008. The second and third phases will begin as soon as the market forces permit with all phases being submitted before the preliminary plat expires in 2010. Phase one will be connected to the Sky Meadows development to the south with water and sewer lines, and a street connection that will be fully paved as part of phase two. Density Requirements: This proposed PUD application does not request any commercial uses. The zoning designation of three units per acre applied to this parcel of 35.79 acres less the rights-of- way would allow only about 89 dwelling units. Under the new PUD ordinance, using a base density of 3.63 units per acre and by obtaining the density bonus of 100+ points would allow us to have 4.84 units per NDA, bringing the allowable units to 119 lots. The proposed design at 109 lots is well below the allowable density. Also, the proposed plan meets each of the eight areas in the Density Bonus Design Requirements in the following ways: a. Energy Efficiency: i.) Founders Square will provide energy efficiency in the form of R-38 and R-19 insulation on ALL houses within the subdivision. (10 pts.) b. Building Design: i. The Founders Square Architectural Control and Design Criteria require the use of a single siding style on a street view exterior surface wall such as all brick, stone, wood plank siding, or stucco, horizontal wood siding, wood board and batten siding, wood shingles. It also does not allow vinyl siding on any home. No same siding type can be adjacent to a neighboring home and no same elevation can be within 4 homes on the same street. (20 pts.) c. Design Theme: i. Landscaping within Founders Square will provide tree lined streets throughout the community as well as landscape features in the central plaza, the community parks, the bermed siding along Sunrise Drive, as well as the Boulevard entrance with a landscaped island as shown in the attached Landscape Plan. (20 pts.) ii. Lighting will play a key role in the colonial theme of Founders Square. All public street lamps will be consistent with the colonial look and feel. All exterior light fixtures on the homes will require approval by the ACC (Architectural Controls Committee). Finally, no exterior lighting shall be oriented upward and will be shielded. (15 pts.) iii. The Plaza within Founders Square will have the colonial theme throughout, including colonial architecture in the benches surrounding the plaza._(10 pts.) d. Parking Areas: i. There are no parking lots within our community, however, all street parking will be shaded and protected by the consistent tree lined streets throughout. The trees planted in the entry median and along the streets will be more in number and larger in caliper than required by the city ordinance. Our purpose for doing this is to provide vegetation, were none now exists and to set this project apart from other residential products now being provided in Rexburg. (5 pts.) e. Recreational Amenities: i. Founders Square will have three common active recreation areas providing a play structure, BBQ Pit, covered pavilion picnic area, 11 pathways and benches. These neighborhood parks will be spatially balanced across the development with one park in the NW corner; the second common area will be the central plaza in the center of the planned unit development. The third open space area will be in the SE corner of the development and on the higher elevation with several lots. ii. In addition to being well balanced across the neighborhood, one open space area/park will occur in each of the three phases. iii. Also, the three open space areas will be connected with internal pathways/sidewalks allowing the free movement between the common areas. The park in the NW comer of the development will provide a direct pedestrian connection to 2nd East. iv. Twenty-six percent of the lots in the subdivision will abut or be across the street from an open space/park and all of the open space areas will be maintained by the home owners association. (20pts.) v. There is no common building within the community, but at least one of the parks will include a covered pavilion. (5 pts.) f. Landscaping: i. Founders Square will require that all builders within the community meet and exceed the current PUD requirement of three 1.5" caliper deciduous trees, by having two 2" caliper deciduous trees in the front yard, one 1.5" caliper deciduous tree in the back yard. In addition, the development will have two 2" caliper deciduous trees in front of each lot in the planter strip between the curb and sidewalk, and two 2" caliper deciduous trees on the side of each corner lot in the planter strip. Also, all trees within the boulevard entry will be a minimum of 3 inch caliper trees. Each lot will also have 4 bushes in the front yard. Where the minimum PUD requirement for total trees in the development is 324, Founders Square will have over 600 trees. (10 pts.) g. Open Green Space: i. Founders Square was designed specifically around the central community square with the intent that it will be a gathering place for recreation and socializing. The park in the SE corner will provide a pathway and benches and the park in the NE corner will include a play area. All three open space areas will be connected by an internal pathway/sidewalk network. In addition to a pathway/sidewalk system connecting the three parks/open space areas, the park in the NW corner will provide a direct walking path connecting with 2nd East. ii. The plan also meets and exceeds the ordinance's requirement of 1,000 square feet of common activity space area for each unit within the development by having over 157,000 square feet of active common space (1,447 sq. ft. per unit). (10 pts.) iii. Native plants will be incorporated throughout all open common space. (10 pts.) iv. Drought tolerant plants will also be included and placed throughout all common open space. (5 pts.) Conclusion: Founders Square is a plan designed to create a sense of community by providing a harmonious theme of colonial homes throughout, while including a central square among three neighborhood parks, and tree lined streets making it a sociable, walkable, and livable community. This plan makes every attempt to meet or exceed the requirements set forth by the City under the PUD ordinance. We respectfully request approval of this final plan as it will be a great addition to the neighboring properties and most of all to the City of Rexburg. Street Typical Sections El El D El J a m a ro] 0 5 m 0 y y J d El D El J a m a ro] 0 5 0 El D El J a m a ro] 0 5 Typical Homes and Streetscape Founder's Square Large Floor Plan 1116"=l' -O' 04.30.07 I 3� It© 5, W s Bl�- L MERN i Inlli LK Founder's Square 0w aRneaw., unmwq, Medium Flow Pian 1116"=P-0' 04.30.07 Founder's Square nnn ..gum. Small Flwr Plan 1116'=1'-0" 04.30.07 ME I 0 K 0 Covenants, Conditions, and Restrictions DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE is made effective as of the _ day of by Founders Square LLC ("Grantor" and "Class B Member"). ARTICLE 1: RECITALS 1.1 Property covered. The property subject to this Declaration of Covenants, Conditions and Restrictions for The Founders Square Subdivision (the "Declaration") is property in the County of Madison, State of Idaho, which is more particularly described in Exhibit A, attached hereto and made a part hereof (the "Property"). 1.2 Purpose of Declaration. The Founders Square Subdivision is a residential development, which Grantor currently intends to develop in accordance with existing development approvals obtained from the City of Rexburg and documented in the City's files, or any other development plan(s) for which Grantor may from time to time obtain approval. Grantor intends to develop the property in phases and apply this Declaration to all phases. The purpose of this Declaration is to set forth the basic restrictions, covenants, limitations, easements, conditions, and equitable servitudes (collectively, the "Restrictions") that will apply to the entire development and the use of all portions of the Property. The Restrictions are designed to preserve the Property's value, desirability and attractiveness, and to guarantee adequate maintenance of the Common Areas, lots or easements and the Improvements located thereon. ARTICLE II: DECLARATION Grantor hereby declares that the Property, and each lot, parcel or portion thereof, is and/or shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the following terms, conditions, covenants, easements, and restrictions, all of which are declared and agreed to be in furtherance of a general plan for the protection, maintenance, subdivision, improvement and sale of the Property, and to enhance the value, desirability and attractiveness of the Property. The terms, covenants, conditions, easements, and restrictions set forth herein shall run with the land constituting the Property, and with each estate therein, and shall be binding upon all persons having or acquiring any right, title or interest in tl;e Property or any lot, parcel, or portion thereof; shall insure to the benefit of and be binding upon Grantor, Grantor's successors in interest and each grantee or Owner and DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 1 such grantee's or owner's respective successors in interest, and may be enforced by Grantor, by any Owner or such Owner's successors in interest, or by the Association. Not withstanding the foregoing, no provision of this Declaration shall be construed as to prevent or limit Grantor's right to complete development of the Property and to construct improvements thereon, nor Grantor's right to maintain model homes, construction, sales or leasing offices of similar facilities on any portion of the Property, including the Common Area or any public right-of-way, nor Grantor's right to post signs incidental to construction, sales or leasing. ARTICLE III: DEFINITIONS 3.1 "Architectural Committee." Architectural Committee shall mean the committee created by the Grantor or the Association pursuant to Article VI hereof. 3.2 "Articles" shall mean the articles of Incorporation of the Association or other organizational or charter documents of the Association. 3.3 "Founders Square" shall mean the Property. 3.4 "Assessments" shall mean those payments required of Owners and association Members. 3.5 "Association" shall mean the Founders Square Homeowners' Association, Inc. a non- profit corporation organized under the laws of the State of Idaho, its successors and assigns. 3.6 "Board" shall mean the Board of Directors or other governing board or individual, as applicable, of the Association. 3.7 "Building Height" shall mean the dimension measured from the building eve to the lowest point finished grade at the base of the building. 3.8 "Building Lot" shall mean one or more lots as specified or shown on any Plat upon which Improvements may be constructed. The term "Building Lot" shall include single-family residential lots, but shall not include Common Areas. 3.9 "Bylaws" shall mean the Bylaws of the Association. 3.10 "Common Area" shall mean any or all parcels of the Founders Square that are designated on the Plat as common area easements or lots. 3.11 "Declaration" shall mean this declaration as it may be amended from time to time. 3.12 "Floor Area" shall mean the area of a building as measured between the outside face of exterior walls, excluding any floor area with less than four feet of head room between the floor and ceiling. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 3.12 "Floor Area' shall mean the area of a building as measured between the outside face of exterior walls, excluding any floor area with less than four feet of head room between the floor and ceiling. 3.13 "Grantor" shall mean Founders Square, LLC. and any successor in interest, or any person or entity to whom the rights under this Declaration are expressly transferred by Founders Square, LLC. or its successors. 3.14 "Improvement" shall mean any building, structure, facility, or system, or other improvement or object, whether permanent or temporary, which is erected, constructed or placed upon, under or in any portion of the Property, including but not limited to buildings, fences, streets, drives, driveways, sidewalks, curbs, landscaping, signs, lights, street lights, mail boxes, electrical lines, pipes, pumps, ditches, recreational facilities, and fixtures of any kind whatsoever. 3.15 "Limited Assessment" shall mean a charge against a particular Owner and such Owner's Building Lot, directly attributable to the Owner, equal to the cost incurred by the Association for corrective action performed pursuant to the provisions of this Declaration, including interest thereon as provided in this Declaration. 3.16 "Member" shall mean each person or entity holding a membership in the Association. 3.17 "Owner" shall mean the Person, including Grantor, holding fee simple interest of record to a Building Lot which is a part of the Property, and sellers under executory contracts of sale, but excluding those having such interest merely as security for the performance of an obligation. 3.18 "Person" shall mean any individual, partnership, corporation, or other legal entity. 3.19 "Plat" shall mean any subdivision plat covering any portion of the Property as recorded at the office of the County Recorder, Madison County, Idaho, as the same may be amended by duly recorded amendments thereof. 3.20 "Property" shall mean those portions of the Property described herein including each lot, parcel and portion thereof and interest therein, including all water rights associated with appurtenant to such property. 3.21 "Regular Assessment" shall mean the portion of the cost of maintaining, improving, repairing, managing and operating the Common Areas and all improvements located thereon, and the other costs of the Association which is to be levied against the Property of and paid by each Owner of the Association, pursuant to the terms hereof or the terms of this Declaration. 3.22 "Special Assessments" shall mean the portion of the costs of the capital improvements or replacements, equipment purchases and replacements or shortages DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 3 'l in Regular Assessments which are authorized and to be paid by each Owner of the Association, pursuant to the provisions of this Declaration. ARTICLE IV: GENERAL AND SPECIFIC RESTRICTIONS 4.1 Structures — Generally. All structures are to be designed, constructed and used in such a manner as to promote compatibility between the types of use contemplated by this Declaration. It is the intention of this Declaration to foster a consistent and compatible architectural theme that is based on widely accepted traditional single-family residential styles as more specifically defined herein. 4.1.1 No improvement, construction, exterior remodel or expansion shall occur without the prior written approval by the Architectural Committee. Nothing in this Declaration shall require the Grantor to gain approval from the Architectural Committee for the development of the property pursuant to approvals by the City of Rexburg. 4.1.2 Exterior of Dwelling Structure. No change shall be made in the color of paint, stain, or other exterior finish to a dwelling unit or structure without prior written approval by the Architectural Committee. 4.1.3 The Architectural Committee reserves the right to establish alternative setbacks or grant variances from the Design Guidelines in certain circumstances where it would improve the overall feel and quality of the community and maintain compliance with the rules, regulations and ordinances of the City of Rexburg. 4.2 Excavation. No excavation for stone, sand, gravel, earth or minerals shall be made upon Building Lot unless such excavation is necessary in connection with the construction of an approved structure thereon. No oil drilling, oil development operations, oil refining, quarrying, or mining operations of any kind shall be permitted upon or in or under a Building Lot. No derrick or other structure design for use in boring for oil or natural gas shall be erected, maintained or permitted upon any Building Lot. 4.3 Antennae. No exterior radio antenna, television antenna, satellite dish antenna, internet antenna, cell tower, or other antenna of any type shall be erected or maintained on the Property except in accordance with the Deign Guidelines below. Notwithstanding, the pre-existing cell tower located on the common lot shall be permitted to remain and be operated and altered pursuant to the terms of the lease existing upon the recordation of this Declaration. Upon termination of the lease, the Grantor, or the Association in the event the Grantor's Class B membership no longer exists, may extend, terminate or alter and extend the lease. 4.4 Insurance Rates. Nothing shall be done or kept on any Building Lot which will increase the rate of insurance on any other portion of the Property without the approval of DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE the Owner of such other portion, nor shall anything be done or kept on the Property or Building Lot which would result in the cancellation of insurance on any property owned or managed by the Association or which would be in violation of any local, state or federal law. 4.5 No Further Subdivision. No Building Lot may be further subdivided. 4.6 Nuisances. No rubbish or debris of any kind shall be placed or permitted to accumulate anywhere upon the Property, including Common Areas or vacant Building Lots, and no odor shall be permitted to arise there from so as to render the Property or any portion thereof unsanitary, unsightly, offensive or detrimental to the property or to its occupants, or to any other property in the vicinity thereof or to its occupants, as determined by the Board. All refuse, garbage and trash shall be kept at all times in covered reasonably noiseless containers which shall be kept and maintained within an enclosed structure appropriately screened from view, except when necessarily placed for pick up by garbage removal services. Trash receptacles placed out for collection may not remain for more than 24 hours. Vacant Building Lots are to be kept in a clean natural state and grass shall be maintained by the lot owner to prevent noxious weeds and excessive height of over 8 inches. No noise or other nuisance shall be permitted to exist or operate upon any portion of the Property so as to be offensive or detrimental to the Property or to its occupants or to other property in the vicinity or to its occupants, as determined by the Board. No Owner shall permit any party or other activity in the Common Area or such Owner's dwelling unit which makes or causes to makes noises which might tend to unreasonably interfere with the peace and quiet of other Owners or occupants, as determined by the Board. No offensive noise, language or behavior is allowed. The term nuisance shall include, but is not limited to any noise or activity that negatively affects the fair market value of the adjacent property, loudly crowing animals, and chronic dog barking. 4.7 Exterior maintenance. Owner's Obligations. No improvement shall be permitted to fall into disrepair, and each improvement shall at all times be kept in good condition and repair. In the event that any owner shall permit any improvement, including trees and landscaping, for which the Owner has responsibility to maintain, to fall into disrepair so as to create a dangerous, unsafe, overgrown, weed infested, unsightly or unattractive condition or damages property or facilities on or adjoining their Building Lot which would otherwise be the Associations' responsibility to maintain, the Board upon fifteen (15) days prior written notice to the Owner of such property, shall have the right to correct such condition, and to enter upon such Owner's building lot for the purpose of doing so, and such owner shall promptly reimburse the Association for the cost thereof. Such cost shall be a Limited Assessment, in accordance with Article VIII of this Declaration, which Limited Assessment shall be secured by a lien on the Owner's Building Lot(s) and such lien shall be enforceable in the same manner as other liens set forth in Article IX of this Declaration. The Owner of the offending property shall be personally liable and such Owner's property may be subject to a mechanic's lien for all costs and expenses incurred by the Association in taking such corrective acts, plus all costs incurred in collecting amounts due. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 5 4.8 No Hazardous Activities. No activities shall be conducted on the Property, and no improvements constructed on any property which are or might be unsafe or hazardous to any person or property, as determined by the Board. 4.9 Unsightly Articles. No unsightly articles shall be permitted to remain on any Building Lot so as to be visible from any other portion of the Property. Without limiting the generality of the foregoing, refuse, garbage and trash shall be kept at all times in closed containers and in areas out of sight or as otherwise approved by the Architectural Committee. No equipment, containers, lumber, firewood, grass, shrub or tree clippings, plant waste, metals, bulk material, scrap, refuse or trash shall be kept, stored or allowed to accumulate on any Building Lot except within an enclosed structure or as appropriately screened from view. No building materials of any kind shall be placed or stored on a Building Lot until the Owner of such Building Lot or such Owner's builder is ready and able to commence construction. 4.10 No Temporary Structures. No house trailer, mobile home, tent (other than for short term individual or visitor use which shall be defined as a period not to exceed seven (7) consecutive days), shack, or other temporary building, improvement or structure shall be placed upon any portion of the Property, except non-residential structures are allowed temporarily as may be required during construction activity undertaken on the Property. Temporary construction structures shall be removed before occupancy of the residence. 4.11 No Unscreened Boats, Campers and Other Vehicles. No dilapidated or unrepaired and unsightly vehicles or similar equipment, as determined in the reasonable discretion of the Architectural Committee, shall be placed upon any portion of the Property (including, without limitation, streets, parking areas and driveways) unless the same are concealed from view in a manner approved by the Architectural Committee and using, without limitation, fencing and/or landscaping. Further, no boats, trailers, campers, all -terrain vehicles, motorcycles, recreational vehicles, bicycles shall be stored in the area between the front plane of a dwelling unit on a Building Lot and any street, or in any dwelling unit setback area. 4.12 Animals/Pets. No animals, poultry or livestock shall be kept on the premises except domestic animals as specifically provided herein. This paragraph 4.12 does not apply to the keeping of up to two (2) domesticated dogs and up to two (2) domesticated cats, and other common indoor household pets which do not unreasonably bother or constitute a nuisance to others, provided such animals are not kept, bred or maintained for any commercial purpose. All dogs must be leashed when outside a dwelling unit, except when in a fenced yard. Chronic dog barking shall be considered a nuisance. Animal shelters, enclosures or other such buildings must be in architectural harmony with the dwelling unit on the Building Lot. 4.13 Exemption of Grantor. Nothing contained herein shall limit the right of Grantor to subdivide or resubdivide any portion of the Property, to grant licenses, to reserve rights- of-way and easements with the respect to Common Areas, utility companies, public DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 6 agencies or others, or to complete excavation, grading and construction of Improvements to and on any portion of the Property owned by Grantor, or to alter the foregoing and its construction plans and designs, or to construct such additional improvements as Grantor deems advisable in the course of development of the Property so long as any Building Lot in the Property remains unsold. Such right shall include, but shall not be limited to, erecting, constructing and maintaining on the Property such structures and displays as may be reasonably necessary for the conduct of Grantors business of completing the work and disposing of the same by sales, lease or otherwise. Grantor shall have the right at any time prior to acquisition of title to a Building lot by a purchaser from Grantor to grant, establish and/or reserve on that Building Lot additional licenses, reservations and right-of-ways to Grantor, to utility companies, or to others as may from time to time be reasonably necessary to the proper development and disposal of the Property. Grantor may use any structures owned by Grantor on the Property as model home complexes or real estate sales or leasing offices. The rights of Grantor hereunder may be assigned by Grantor to any successor in interest in connection with Grantor's interest in any portion of the Property. 4.14 Signs. Architectural Committee shall approve all signs in any given phase of the subdivision during construction until 100% of that phase has been occupied. Grantor reserves the right to place signs in common areas and rights-of-way where, when and how it determines as appropriate and necessary until 100% of the entire subdivision has been occupied. Once a phase is occupied, no sign of any kind shall be displayed to public view without the written approval of the architectural committee except: (1) such signs as may be used by Grantor in connection with the development of the Property and sale of Building Lots/Homes; (2) such signs identifying the Founders Square Subdivision, or informational signs, of customary and reasonable dimensions as prescribed by the Architectural Committee that may be displayed on or from the Common Area; (3) one (1) sign of customary and reasonable dimensions as prescribed by the Architectural Committee may be displayed by an existing owner. A customary "for sale" or "for lease" sign not more than three (3) feet by two (2) feet shall not require Architectural Committee approval. No sign shall be placed in the Common Area without the written approval of the Architectural Committee. 4.15 Homeowner's Fees and Dues. The Board of the Homeowners' Association shall establish start-up fees and annual dues that may be amended from time to time. The initial start-up fee shall be $300 per Building Lot collected at lot closing. The initial annual dues shall be $300 per Building Lot. 4.16 Adoption of Rules. The Association, through its Board of Directors, may adopt reasonable rules not inconsistent with this Declaration relating to the use of the Common Areas and all facilities thereon, and the conduct of Owners, their tenants, and their guests with respect to the Property and other Owners. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 7 ARTICLE V: THE FOUNDERS SOUARE SUBDIVISION HOMEOWNERS' ASSOCIATION INC 5.1 Organization of The Founders Square Subdivision Homeowners' Association, Inc. The Founders Square Subdivision Homeowners' Association, Inc. (the "Association") shall be initially organized by Grantor as an Idaho non-profit corporation under the provisions of the Idaho Code relating to general non-profit corporations and shall be charged with the duties and invested with the powers prescribed by law and set forth in the Articles, Bylaws and this Declaration. Neither the Articles nor the Bylaws shall be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration. 5.2 Membership. Each Owner, by virtue of being an Owner and for so long as such ownership is maintained, shall be a Member of the Association. The memberships in the Association shall not be transferred, pledged, assigned or alienated in any way except upon transfer of Owner's title and then only to the transferee of such title. Any attempt to make a prohibited membership transfer shall be void and will not be reflected on the books of the Association. 5.3 Voting. Voting in the Association shall be carried out by Members who shall cast votes attributable to the building lots which they own, or in the case of the Grantor, attributable to the Building Lots owned by the Grantor. The number of votes a Member may cast on any issue is determined by the number of Building Lots which the Member, including Grantor, owns. When more than one person holds an interest in any Building Lot, all such persons shall be Members but shall share the vote attributable to the Building Lot. For voting purposes, the Association shall have two (2) classes of Members as described below: 5.3.1 Class A Members. Owners other than Grantor shall be known as Class A Members. Each Class A Member shall be entitled to cast one (1) vote for each Building Lot owned by such Class A member on the day of the vote. 5.3.2 Class B Member. Grantor shall be known as the Class B Member, and shall be entitled to ten (10) votes for each Building Lot owned by Grantor. The Class B Member shall cease to be a voting member in the Association on the happening of either of the following events, whichever occurs earlier: A) the Class B Member no longer owns a Building Lot or B) ten (10) years after the date this Declaration is recorded in the official records of Madison County, Idaho. Fractional votes shall not be allowed. In the event that joint Owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter being put to a vote. When an Owner casts a vote, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE it will thereafter be presumed conclusively for all purposes that such Owner was J acting with authority and consent of all joint Owners' of the Building Lot(s) from which the vote derived. The right to vote may not be severed or separated from the ownership of the Building Lot to which it is appurtenant, except that any Owner may give a revocable proxy, or may assign such Owner's right to vote to a lessee, mortgagee, beneficiary or contract purchaser of the Building Lot concerned, for the term of the lease, mortgage, deed of trust or contract. Any sale, transfer, or conveyance of such Building Lot to a new Owner shall operate automatically to transfer the appurtenant voting right to the Owner, subject to any assignment of the right to vote to a lessee, mortgagee, or beneficiary as provided herein. 5.4 Board of Directors and Officers. The affairs of the Association shall be conducted and managed by a Board of Directors (Board) and such officers as the Board may elect or appoint, in accordance with the Articles and Bylaws, as the same may be amended from time to time. The Board of the Association shall be elected in accordance with the provisions set forth in the Association Bylaws. 5.5 Powers and Duty of the Association. 5.5.1 Powers. The Association shall have all the powers of a corporation organized under the general corporation laws of the State of Idaho subject only to such limitations upon the exercise of such powers as are expressly set forth in the Articles, Bylaws, and this Declaration. The Association shall have the power to do any and all lawful things which may be authorized, required or permitted to be done by the Association under Idaho law and under this Declaration, and the Articles and Bylaws, and to do and perform any and all acts which may be necessary to, proper for, or incidental to the proper management and operation of the Common Areas and the Association's other assets, including water rights when and if received from Grantor, and affairs and the performance of the other responsibilities herein assigned, including without limitation: 5.5.1.1 Assessments. The power to levy Assessments on any Owner or any portion of the Property and to force payment of such Assessments, all in accordance with the provisions of this Declaration. 5.5.1.2 Right of Enforcement. The power and authority from time to time in its own name, on its own behalf, or on behalf of any Owner who consents thereto, to commence and maintain actions and suits to restrain and enjoin or cure and breach or threatened breach of this Declaration or the Articles or the Bylaws. 5.5.1.3 Suspend. The right of the Association to suspend any member's voting right, for any period during which any assessments against said Member's property remain unpaid, and for a period not to DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE exceed thirty (30) days for each infraction of its published rules and regulations. 5.5.1.4 Delegation of Powers. The authority to delegate its power and duties to committees, officers, employees, or to any person, firm, or corporation to act as manager, and to contract for the maintenance, repair, replacement, and operation of the Common Areas. Neither the Association nor the members of its Board shall be liable for any omission or improper exercise by the manager of any such duty or power so delegated. All contracts for management of any Common Area shall be for a term not exceeding one (1) year, and shall be subject to review by the Board upon the termination of the Class B Member. 5.5.1.5 Association Rules. The power to adopt, amend, and repeal by majority vote of the Board such rules and regulations as the Association deems reasonable. The Association shall govern the use of the Common Areas, including, but not limited to, the use of private streets by the Owners, their families, invitees, licensees, lessees, or contract purchasers; provided, however, that any Association Rules shall apply equally to all Owners and shall not be inconsistent with this Declaration, the Articles, or the 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 or made available via the intemet to each Owner. Upon such mailing or delivery or posting on the internet, the Association Rules shall have the same force and effect as if they were set forth in and were a part of this Declaration. In the event of any conflict between such Association Rules and any provisions of this Declaration, or the Articles or the Bylaws, the provisions of the Association Rules shall be deemed to be superseded by provisions of this Declaration, the Articles, or the Bylaws to the extent of any such inconsistency. 5.5.1.6 Emergency Powers. The power, exercised by the Association or by a person authorized by the Board, to enter upon any property (but not inside any building constructed thereon) in the event of any emergency involving illness or potential danger to life or property or when necessary in connection with any maintenance or construction for which the Association is responsible. Such entry shall be made with as little inconvenience to the Owner as practicable and any damage caused thereby shall be repaired by the Association. 5.5.1.7 Licenses, Easements, and Rights of Way. The power to grant and convey to any third party such licenses, easements and rights-of- way in, on or under the Common Areas as may be necessary or appropriate for the orderly maintenance, preservation of the health, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 10 safety, convenience and the welfare of the Owners, for the purpose of J constructing, erecting, operating or maintaining the following: 5.5.1.7.1 Underground lines, cables, wires, conduits or other devices for the transmission of electricity or electronic signals for lighting, heating, power, telephone, television or other purposes, and the above ground lighting stanchions, meters and other facilities associated with the provisions of the light and services, and 5.5.1.7.2 Public sewers, storm drains, water drains, and pipes, water supply systems, sprinkler systems, heating and gas lines or pipes, and any similar public or quasi -public improvements or facilities. 5.5.1.7.3 Mailboxes and sidewalk abutments around such mailboxes or any service facility, berm, fencing and landscaping on common areas, public and private streets or land conveyed for any public or quasi -public purpose. 5.5.2 Duties. In addition to duties necessary and proper to carry out the power delegated to the Association by this Declaration, and the Articles and Bylaws, without limiting the generality thereof, the Association or its agent, if any, shall have the authority and the obligation to conduct all business affairs of the Association and to perform, without limitation, each of the following duties: 5.5.2.1 Operation and Maintenance of Common Areas. Operate, maintain, and otherwise manage or provide for the operation, maintenance and management of the Common Areas. 5.5.2.2 Maintenance of Berms, Retaining Walls and Fences. Maintain any and all berms, retaining walls, and fences within the Common Areas. 5.5.2.3 Reserve Account. Establish and fund a reserve account with a reputable banking institution or savings and loan association or title insurance company authorized to do business in the State of Idaho, which reserve account shall be dedicated to the costs of repair, replacement, maintenance and improvement of the Common Area. 5.5.2.4 Taxes and Assessments. Pay all real and personal property taxes and assessments separately levied against the Common Areas or against the Association and/or any other property owned by the Association. Such taxes and assessments may be contested or compromised by the Association, provided, however, that such taxes and assessments are paid or a bond insuring payment is posted prior DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 11 to the sale or disposition of any property to satisfy the payment of such taxes and assessments. In addition, the Association shall pay all other federal, state or local taxes, including income or corporate taxes levied against the Association, in the event that the Association is denied the status of a tax exempt corporation. 5.5.2.5 Water and Other Utilities. Acquire, provide and/or pay for water, sewer, garbage disposal, refuse and rubbish collection, electrical, telephone, and gas and other necessary services for the Common Area, and to manage for the benefit of the Association all water rights to receive water held by the Association whether such rights are evidenced by license, permit, claim, stock ownership or otherwise. 5.5.2.6 Insurance. Obtain insurance from reputable insurance companies authorized to do business in the State of Idaho, and maintain in effect any insurance policy the Board deems necessary or advisable, including, without limitation the following policies of insurance: 5.5.2.6.1 Fire insurance including those risks embraced by coverage of the type known as the broad form "All Risk" or special extended coverage endorsement on a blanket agreed amount basis for the full insurable replacement value of all improvements, equipment and fixtures located within the Common Area. 5.5.2.6.2 Comprehensive public liability insurance insuring the Board, the Association, Grantor and the individual grantees and agent and employees of each of the foregoing against any liability incident to the ownership and/or use of the Common Area. Limits of liability of such coverage's shall be as follows: Not less than One Million Dollars ($1,000,000) per person and One Million Dollars ($1,000,000) per occurrence with respect to personal injury or death, and One Million Dollars ($1,000,000) per occurrence with respect to property damage. 5.5.2.6.3 Full coverage directors' and officers' liability insurance with a limit of at least Two Hundred Fifty Thousand Dollars ($250,000). 5.5.2.6.4 Such other insurance, including motor vehicle insurance and Workers' Compensation insurance, to the extent necessary to comply with all applicable laws and indemnity, faithful performance, fidelity and other bonds as DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 12 the Board shall deem necessary or required to carry out the Association functions or to insure the Association against any loss from malfeasance or dishonesty of any employee or other person charged with the management or possession of any Association funds or other property. 5.5.2.6.5 The Association shall be deemed trustee of the interests of all Owners in connection with any insurance proceeds paid to the Association under such policies, and shall have full power to receive such Owner's interests in such proceeds and to deal therewith. 5.5.2.6.6 Insurance premiums for the above insurance coverage shall be deemed a common expense to be included in the Regular Assessments levied by the Association. 5.5.2.7 Enforcement of Restrictions and Rules. Perform such other acts, whether or not expressly authorized by this Declaration, as may be reasonably advisable or necessary to enforce any of the provisions of the Declaration, or of the Articles or Bylaws, including, without limitation, recordation of any claim of lien with the Madison County Recorder, as more fully provided herein. 5.6 Personal Liability. No Member of the Board, or member of any committee of the Association, including the Architectural Committee, or any officer of the Association, or Grantor, or the manager, if any, shall be personally liable to any Owner, or to any other party, including the Association, for any damage, loss or prejudice suffered or claimed on the account or any act, omission, error or negligence of the Association, the Board, the manager, if any, or any other representative or employee of the Association, Grantor, or any committee, or any officer of the Association, or Grantor, provided that such person, upon the basis of such information as may be possessed by such person, has acted in good faith without willful or intentional misconduct. 5.7 Budgets and Financial Statements. Financial statements for the Association shall be prepared regularly and copies shall be distributed to each Member of the Association as follows: 5.7.1 Operating Statements. A pro -forma operating statement or budget, for each fiscal year shall be distributed not less than sixty (60) days before the beginning of each fiscal year. The operating statement shall include a schedule of Assessments received and receivable, identified by the Building Lot number and the name of the person or entity assigned. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 13 5.7.2 Balance Sheet. Within thirty (30) days after the close of each fiscal year, the Association shall cause to be prepared a balance sheet as of the last day of the Associations' fiscal year and the annual operating statements reflecting the income and expenditures of the Association for its last fiscal year. Copies of the balance sheet and operating statement shall be distributed or made available via the internet to each Member within ninety (90) days after the end of each fiscal year. 5.8 Meeting of Association. Each year the Association shall hold in addition to any other meetings an annual meeting of the Members, according to the schedule for such meetings established by the By-laws, provided, that such meeting shall occur no earlier than February 15 and no later than March 31 each year. Only Members shall be entitled to attend Association meetings, and all other persons may be excluded. Notice for all Association meetings, regular, or special, shall be given by regular mail, or by email if a Member provides an email address, to all Members, and any person in possession of a Building Lot, not less than ten (10) days nor more than thirty (30) days before the meeting and shall set forth the place, date and hour of the meeting and the nature of the business to be conducted. All meetings shall be held within the Property or as close thereto as practical at a reasonable place selected by the Board. The presence at any meeting in person of the Class B Member where there is such a member, and of the Class A Members representing Owners holding at least thirty (30%) percent of the total votes of all Class A Members, shall constitute a quorum. If any meeting cannot be held because a quorum is not present, the Members present shall adjourn the meeting to a time not less than ten (10) days nor more than thirty (30) days from the time the original meeting was scheduled. A second meeting may be called as the result of such an adjournment, provided notice is given as outlined above. At any such meeting properly called, the presence of any Member shall constitute a quorum. ARTICLE VI: ARCHITECTURAL CONTROL, BASIC DESIGN CRITERIA 6.1 General Architectural Design 6.1.1 Introduction The Founder's Square Subdivision is a collection of residential structures organized on 36 acres of property located within the city limits of Rexburg, Idaho. The overall conceptual theme for the development is an early American organization and style radiating from what is commonly referred to as "The Green" which is a dedicated open patch of lawn typically surrounded by mature deciduous trees and meant to support organized community events as well as a place for children to play. The following styles are the basic foundations of early American residential design and are described to DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 14 establish a baseline for form, space and order within the subdivision. The following three eras of early American architectural history best typify design from 1620-1820 and are a responsible reflection of the design the Grantor wishes to achieve. Producing residences with these styles will provide a subdivision with a rich fabric of design that will provide the resident a desirable existence with enough variety to enable the opportunity to create an individual sense of place and ownership. -Early English Colonial Era- 1620-1700 -The Georgian Era- 1725-1775 -The Federal Era -1780-1820 6.1.2 Early American Architecture - An Evolution EARLY ENGLISH COLONIAL —1620-1700 The early colonies prevalent throughout the "New World" established settlements or distinct vernacular enclaves based on the absolute need to survive. These structures were often very simple and practical and devoid of opulence. The very struggle to survive against the elements of nature reduced the complexities of modern life as it may have existed in Europe. The styles of residential architecture prevalent during this time period shared qualities of post -medieval or late Elizabethan architecture present in England. Typically, this style had steeply pitched roofs, small window openings, massive chimney stacks, sometimes rubble stone ender walls, and garrison or jetty overhangs at the second floor construction. Roof overhangs were anywhere from 4 — 6 inches. THE GEORGIAN ERA — 1725-1775 With the fruits of sacrifice and hard labor established by the original pilgrims and the raw natural elements somewhat tamed, along with the continued arrival of immigrants of means, a more cultivated class emerged which required an increase in quality of amenities and culture in their domiciles. The styling within this timeframe, for the most part, looked to retain and reproduce the forms and art of the mother country, England. Whereas many of the original design standards established during the reigns of Queen Anne, George I, George II and III of England were almost entirely constructed of stone or other masonry, details in America were freely modified by architects to employ the use of wood. Typically this style was rigidly symmetrical, windows were plentiful and a larger, strong sense of entry was centrally placed on the front of the residence. Window and door trim consisted of lavish multi -pieced buildup of profile. Gable, hipped and gambrel roofs were prevalent with gable pediment and DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 15 radiused dormers with windows. Roof overhangs were only large enough to allow for decorative cornices. THE FEDERAL ERA — 1780 - 1820 This era represents a flourishing young America free from the reign and control of England. With increased commerce and international business trade, came a desire for architecture to reflect a more monumental role in America's civic and governmental buildings. Stone and brick masonry was more generally used and many of these styles were scaled down and employed in the Residential Architecture of America's wealthy mercantile class. Typically, brick was the material of choice although simple wood clapboards were also used. The facades were simple 4 -square and boxlike. Window and door trim were marked with refined trim adornments and window proportions were taller than prior styling. Hipped roofs were common although some gable and gambrel adaptations were employed. Application of Roman or Greek ordered columns (Doric, Ionic, and Corinthian), engaged columns, and pilasters were incorporated into entries and covered porches. Roof overhangs where not a porch, were minimal as needed to cover a decorative cornice or simple trim work. 6.2 Architectural Control 6.2.1. Architectural Committee. In order to protect the quality and value of all homes built on the Property, and for the continued protection of the Owner's thereof, an Architectural Committee, consisting of three (3) or more members to be appointed by Grantor is hereby established. At such time as the total number of Building Lots owned by Grantor has been sold, then the membership of the Architectural Committee shall be compromised of the Board of Directors of the Association. A two-thirds (2/3) vote of the Architectural Committee is required for approval. 6.2.2 Approval by Committee. No Improvement shall be constructed, erected or placed on any Building Lot, nor shall any exterior addition to or change or alteration thereto be made, until the plans and specifications showing the nature, kind, shape, height, materials, location of the same, color, and such other detail as the Architectural Committee may require shall have been submitted to and approved in writing by the Architectural Committee. In the event the Architectural Committee fails to approve or disapprove such plans, specifications and location within thirty (30) days after said plans and specifications have been submitted to it in such form as may be required by the Architectural Committee, approval will not be required and this Article will be deemed to have been fully complied with. 6.2.3 Rules and Regulations. The Architectural Committee is hereby empowered to adopt rules to govern its procedures, including such rules as DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 16 the Architectural Committee may deem appropriate with regard to the right of concerned parties to be heard on any matter before the Architectural Committee. The Architectural Committee is further hereby empowered to adopt such regulations as it shall deem appropriate, consistent with the provisions of this Declaration, with regard to matters of design, materials and aesthetic interest. Such rules, after adoption shall have the same force and effect as if set forth in full herein. 6.2.4 Variances. The Architectural Committee has the authority to grant variances to these design standards in accordance with the Master Declaration. 6.2.5 Signage Restrictions. Only Architectural Committee designated marketing company signage is allowed. All other signage must be approved prior to placement including builder signs. 6.3 Submission 6.3.1 Prior to the commencement of any construction, plans, elevations, and a site plan must be approved by the Architectural Committee. To obtain such approval, Owners must submit to the Architectural Committee a set of plans including floor plan, elevations of the house as viewed from the street (including side street for corner lots), site plan, and a $300 plan review fee. 6.3.2 The Architectural Committee shall review and render a decision on the plans within thirty (30) days of the submittal of a complete set of plans. 6.3.3 Plans will be held until thirty (30) days following completion of the construction. 6.4 Site Design Guidelines The following guidelines are intended to create standards for the development of each individual home site in order to maintain consistent integrity throughout Founders Square and ensure that certain qualities are maintained. 6.4.1 Building Envelopes Due to the small sizes of the lots within the Founder's Square Development, building envelopes will be defined by way of setbacks as follows: 6.4.1.1 Washington Boulevard. Front (street)-15'-0"min. and 20'-0" max., Side- 5'-0", Rear -15'-0". 6.4.1.2 Corner lots (roads on 2 sides). All street sides - 10'- 0" min. and 20'- 0" max., Side - 5'- 0", Rear - 15'- 0". DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 17 6.4.1.3 All other lots. Front (street) - 10'- 0"min. and 20'- 0" max., Side- 5'- 0", Rear- 15'- 0". 6.4.2 Encroachments on setbacks 6.4.2.1 Eaves, steps, chimneys, fences, low walls not to exceed three (3) feet in height, patios at grade, built up gardens and flower beds and other vegetation as well as driveways are allowed to encroach into the setbacks established above but can not be placed outside of the property line limits. 6.4.2.2 Driveways and vehicular queuing shall not be closer than 2'-6" from any side setback as established above. 6.4.2.2.1 Should shared driveways be employed between two (2) building lots, the driveway shall be no less than 10'0" in width and directly centered on the property line of the two (2) building lots. Building setbacks from the edge of the drive way easement that would be created shall be 5'-0" minimum. 6.4.3 Building Site Placement 6.4.3.1 Placement. Location of each residence as they relate to the street, sidewalk and neighboring structures is crucial. Proper relationships to all neighboring components will ensure that a transition from public spaces (sidewalks and roadways), semi- public spaces (walks to front door, front yards and gardens, side yards and common fences) to private outdoor areas (covered front porches, front doors, back yards) are respected. 6.4.3.2 Accessory Structures. Accessory storage structures and garages shall be organized and placed on site along with the residence in order to provide a positive outdoor spatial relationship and harmony so as to take advantage of sun spaces, shade spaces, streetscape, social and private spaces, etc. 6.4.3.3 Duplication. No residential design or its mirrored twin shall be duplicated within 4 lots of each other. This is to maintain a visual variety as one moves up and down the street. Color palettes will be closely monitored as well to ensure variety and individuality from lot to lot. 6.5 Landscaping, Plant material and Gardens 6.5.1 Ground Cover. All home site property not otherwise occupied by structure, driveway, patio, deck, garden, vegetation or other impervious hard surface shall have grass sod covering the yard between the house and street. The rear yard may be xeroscape or DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 18 covered with an alternative drought tolerant landscaping. No raw j earth with the exception of gardens not in season shall be permitted. 6.5.2 Irrigation. All landscaping and vegetation for entire property shall be irrigated with fully automatic sprinkler systems. Drip irrigation system is encouraged and shall be employed for tree irrigation. 6.5.2 Vegetation Requirements. Minimum vegetation requirements are as follows: 6.5.2.1 Two 2" caliper deciduous trees in the front (street) yard. 6.5.2.2 One 1 %2" caliper deciduous tree in the rear yard. 6.5.2.3 Four 5 gal. Shrubs or bushes in front (street) yard. 6.5.2.4 Grass sod at lawn areas between the house and the street. 6.5.2.5 Two 2" caliper deciduous trees in planter strip between sidewalk and curb of street as per the Founder's Square Landscape Master Plan. 6.5.2.6 Grass sod with adequate irrigation system in planter strip between sidewalk and curb of street as per the Founder's Square Landscape Master Plan. Each individual lot owner is responsible for the maintenance of their respective planter strip. 6.5.2.7 All comer lots must provide items e. and f, above on each street side as per the Founder's Square Landscape Master Plan. 6.5.2.8 Additional flowerbeds, vegetable gardens, trees and shrubs are encouraged but not required. 6.5.3 Timing of Landscaping. The entire lot must be landscaped prior to occupancy or, in the event of weather, an amount equal to the cost of the minimum landscaping requirements shall be deposited in an escrow account with the closing agent until the landscaping work is complete. 6.5.4 Landscape Plan. A landscaping plan must be submitted to and approved by the Architectural Review Committee prior to commencement of the landscape work. 6.5.5 Landscape Bond. The Building Lot owner shall post a bond with the Architectural Committee to cover the cost of landscape materials and DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 19 installation prior to obtaining approval of the house plans. The bond shall be released upon installation of the landscaping materials. In no event shall final landscaping occur any later than one year following occupancy. Each Owner is responsible for irrigating and mowing all park -strips in the rights-of-way that border such Owner's Building Lot. 6.6 Outdoor lighting 6.6.1 Minimal Fixtures. Outdoor lighting shall be incorporated on each lot with discretion. The minimal amount of outdoor lighting fixtures should be employed so as to not violate a neighbor's sense of privacy and comfort. 6.6.2 Wall Mounted. A wall mounted sconce in the style appropriate for the house shall be allowed at: 6.6.2.1 Each entry door to be switched from within the residence. 6.6.2.1.1 Two at front (street) entry door. 6.6.2.1.2 One at all other entry doors. 6.6.2.2 Above or along the side of a garage door to be activated by way of a photo cell switch. 6.6.2.3 A single wall mounted fixture on an accessory storage unit located next to the door to be switched from within the residence. 6.6.2.4 In the event of a covered front porch that extends the width of the front elevation, two more light fixtures may be permitted in a balanced fashion in order to equally distribute light to all usable surfaces. 6.6.3 Freestanding Light. A light bollard or freestanding luminaire shall be located at the entry to the front walk off of the main sidewalk but within the property lines to be activated by way of a photo cell switch. 6.6.3.1 The bollard of luminaire shall not exceed a maximum height of 6'-0" measured from finished grade. 6.6.3.2 Two 6'-0" max. high from finished grade, light bollard or freestanding luminaire located at a rear yard patio or deck may be provided to be switched from the residence. 6.6.3.3 No light fixture shall be mounted higher than 1'-0" above the door that the light is servicing. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 20 6.6.4 Shielding. All light fixtures shall have a semi -transparent or translucent lens to cover the light source (bulb) to filter light and reduce glare. 6.6.5 No Flood. No flood type lamps are permitted. 6.6.6 Holiday Lights. Exterior seasonal Holiday lighting is permitted as long as it is provided in good taste and does not create a nuisance for neighboring properties or a distraction to motorists. 6.7 Antenna, Satellite Dishes, other Transmitting or Receiving Devices In the event that a homeowner requires a service needing a satellite dish or any other type of transmitter or receiver device mounted on the exterior of a structure on their property, the location of the device shall be on the sides or back of the structure and not on the roof unless concealed with an architectural device consistent with the style of the home. The dish shall not be immediately apparent from the street and the property owner shall investigate all options to reduce visual impact on the neighboring properties. 6.8 Address Markers 6.8.1 Each property shall have address markers permanently attached to either the residence or light bollard and will be placed so that it shall be illuminated by an already required exterior light. 6.8.2 The address markers shall be of a size, color and font required by the City of Rexburg guidelines and restrictions. 6.9 Fencing 6.9.1 All fencing shall be of a stained, painted or otherwise treated cedar, redwood or wrought iron material as is appropriate for the style of the residence. 6.9.2 All fencing shall be located within the property of each lot. 6.9.3 Should neighbors wish to share a common fence, an agreement must be signed and held at the office of the HOA where the fence may be split between the two properties. 6.9.4 The maximum height of the fence is 6'-0" from the back face of the residence back toward the rear property line and across the rear property line. The maximum height of a fence from the back face of the residence to the front property line and across the front property line is 3'-0". DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 21 6.9.5 A front gate is permitted with accompanying gate piers or gateposts as appropriate to the style of the residence. 6.10 Site Cleaning 6.10.1 Debris. All builders and subcontractors must operate a clean site with all debris cleaned daily. Builders and subcontractors shall not allow garbage to blow to other sites. 6.10.2 Dogs, Noise. All Builders and subcontractors will make the best efforts to be courteous to the current residences. Dogs shall be under control and loud music prohibited during construction. 6.10.3 Portable Toilets. Portable toilets shall be provided by the contractor during construction of all single-family structures. 6.10.4 Fines. Builders who do not comply with the provisions addressing debris and portable toilets will be given a seven (7) day written notice to bring the site into compliance. If the lot is not brought into compliance during that seven (7) day period builder will be subject to a fine equal to the cost of lot cleanup plus $100. 6.10.5 Weeds. All owners of Building Lots shall control weeds on their lot and properly deposing of them. 6.11 Architectural Design Guidelines The following architectural design guidelines are meant to establish a design direction that will translate beyond the initial construction of the residences and be continued for future additions and remodels of residential living units over time. Clarity in design theory and implementation are key to the continued success of any subdivision. 6.11.1 Description of Use 6.11.1.1 Single Family Only. All building structures are to be exclusively designed, developed and constructed for single family residential purposes. Accessory residential units, whether attached or detached are prohibited. 6.11.1.2 Single Family Required. No residential building lot shall be improved that does not incorporate a single family residence or necessary support structures as outlined within these design guidelines. 6.11.1.3 New Construction. All construction within a building lot shall be of new construction. No modular home construction, relocation of existing homes or structures shall be permitted. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 22 6.11.2 Scope and Scale of the Residence 6.11.2.1 Minimum Size Single Story. No single family residential structure shall have an enclosed floor area of less than 1,000 s.f. as measured from the outside faces of the building for a single level residence excluding any basement square footage. 6.11.2.2 Minimum Size Multiple Story. For residences of 2 stories or more, a minimum of 700 s.f. on the first floor and a minimum of 1,200 s.f. for all floors combined as measured from outside faces of building excluding any basement square footage. 6.11.2.3 Third Story. If a third story is desired, all living space is to be occupied within the roof structure or geometry and required to provide egress windows as a minimum by way of dormers appropriate to the style of the home. 6.11.2.4 Height. Height of a residential structure shall not exceed 30'-0" as measured at the eve of the building. Chimneys and other architectural projections such as ventilation monitors or ridge vents that are not considered habitable shall not be limited to this restriction. 6.11.2.5 Materials. Exterior materials shall be limited to those consistent with the architectural style incorporated in the home. Rough stone veneer, cut stone veneer, brick veneer, wood shingle siding, horizontal wood clapboard siding, vertical wood ship -lapped siding are all appropriate siding treatments. No vinyl or metal siding, fascia or soffit material shall be permitted. 6.11.2.6 Fascia. All fascia at eaves and rakes to be a minimum of 6" in depth. 6.11.2.7 Soffits. All soffits shall be boxed and returned back to building. Detailing shall be consistent with the style of the residence. 6.11.2.8 Trim. All window and door trim packages shall be of a multi - piece, stepped or built up profile consistent with the style of the residence. Emphasis should be given to the main entry to the residence. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 23 6.11.3 6.11.2.9 No Split Entry. No split entry, split level or tri -level homes will be approved. 6.11.2.10 Roof Pitch. Roof pitches shall be a minimum of 6" rise in 12" run. 6.11.2.10.1 Materials. Roofing materials shall be wood shingle or shake, or natural slate, or synthetic slate, or asphalt composition shingle. 6.11.2.10.2 Warranty. Any roof system should provide a 25 year minimum warranty. 6.11.2.10.3 Colors. Roofing colors are limited to natural weathered wood, black, grey or brown. 6.11.2.11 First Floor Elevation. The first floor level is to be established 2'-6" above the elevation of the public sidewalk located next to the street. 6.11.2.12 Basements. Basements are permitted where appropriate. The owner is to verify that the topography, ground water, soil conditions, etc., will allow for subsurface excavation and safe habitation. 6.11.2.12.1 Codes. Basements are to conform to local residential codes as they apply to egress, natural light, ventilation, etc. 6.11.2.12.2 Unfinished. Basement square footages do not have to be finished space. Scope and Scale of Garages 6.11.3.1 Permitted. One garage structure for the storage of vehicles, etc. shall be permitted on each building lot. They may be either attached or detached from the residence. 6.11.3.1.1 Connection. In the event that a detached garage is to be connected to the main house, a covered walkway, trellis, arcade, breezeway, hyphen or other architectural device may be incorporated. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 24 6.11.3.2 Minimum Size. Garages must be a minimum 22'-0"x 22'-0" for (484) s.f as measured from the outside faces of the building. 6.11.3.3 Two Cars. Garages are to be designed to accommodate two (2) full sized cars with a single overhead panel door 9'0"w x 8'0"h (min.) for each car. 10'-0"w x 8'-0"h doors are preferred. 6.11.3.4 Setback. Garages may be either attached to the residence or detached but must be set back from the front (street) property line by 30'-0"min. In general, garages are preferred to be located at the back of the property behind the house. 6.11.3.4.1 In the event that the garage is accessed from a street other than that which is addressed by the front of the house i.e., a corner lot where the garage appears to be side accessed, the setback may be reduced to 20'-0". 6.11.3.5 Height. Garages are to be in reasonable proportion to the residential structure. The maximum height of a garage whether attached or detached shall not exceed 20'-0" as measured from finished grade to the highest part of the roof structure. 6.11.3.6 Materials. All materials are to be consistent with the style of the home and use appropriate details as to match with the residence. 6.11.4 Scope and Scale of Accessory Storage Structures 6.11.4.1 Permitted. One storage structure to be utilized for the storage of garden equipment, tractors, lawn mowers, snow blowers, etc., shall be permitted on the property within the setback requirements outlined within the design guidelines. No storage structure shall be in the front (street) portion of the lot and shall be screened appropriately from view from the public sidewalks or street. 6.11.4.2 Size. Storage structures are to be a maximum of 10'-0"x 15'- 0" or (150) s.f. of floor area on the ground floor. Additional storage in the roof structure can be added. 6.11.4.3 Built On Site. No pre -manufactured, mobile or other wise modular units will be permitted. The structure is to be DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 25 built on site and employ design standards consistent with the residence. 6.11.4.4 No Panel Doors. No overhead garage panel doors are permitted, but double swinging doors or sliding panel doors as well as man doors are permitted. 6.11.4.5 Rear Yard. Storage structures are to be free standing and located at the rear portion of the property and arranged such that it adds to the overall composition of structure on the building lot. 6.11.4.6 Screened. Storage structures should be reasonably screened from view of the neighboring properties by any combination of structures, vegetation and trees, or fencing. 6.11.4.7 Height. The maximum height restriction for any storage structure is 10'-0" as measured from the finished grade to the highest part of the roof structure. 6.11.4.8 Materials. All materials are to be consistent with the style of the home and use appropriate details as to match with the residence. ARTICLE VII: RIGHTS TO COMMON AREAS 7.1 Use of Common Area. Every Owner shall have a right to use each parcel of the Common Area, which right shall be appurtenant to and shall pass with the title to every Building Lot, subject to the following provisions: 7.1.1 Assessment. The right of the Association holding or controlling the Common Areas to levy and increase Assessments; 7.1.2 Suspend Rights. The right of the Association to suspend the right to use, or interest in, Common Areas by an Owner for any period during which any Assessment or charge against such Owner's building lot remains unpaid; 7.1.3 Transfer. The right of the association to dedicate or transfer all or any part of the Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be permitted by the Articles and Bylaws and agreed to by the Members. No dedication or transfer of said Common Area shall be effective unless an instrument agreeing to such dedication or transfer signed by members representing two-thirds (2/3) of each class of Members has been recorded; DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 26 7.1.4 Prohibit Structures. The right of the Association to prohibit the construction of structures or Improvements on the Common Area; 7.1.5 Publish Rules. The right of the Association to publish reasonable rules and regulations governing the use of the Common Area. 7.2 Designated of Common Area. Grantor shall designate and reserve the Common Area in this Declaration, and/or recorded Plats, deeds or other instruments and/or as otherwise provided herein. 7.3 Delegation of Rights to Use. Any Owner may delegate, in accordance with the respective Bylaws of the Association such Owner's right of enjoyment to the Common area, to the members of such Owner's family residence, and such Owner's tenants or contact purchasers who reside on such Owner's Building Lot. 7.4 Damages. Each Owner shall be fully liable for any damage to any Common area which may be sustained by reason of the negligence or willful misconduct of the Owner, such Owner's resident tenant or contract purchaser, or such Owner's family guests, both minor and adult. In the case of a joint ownership of a Building Lot, the liability of such Owner's shall be joint and several. The cost of correcting such damage shall be a Limited Assessment against the Building Lot and may be collected as provided herein for the collection of other Assessments. No Owner shall be liable for any amounts greater that is legally allowable under Idaho law. ARTICLE VIII: ASSESSMENTS 8.1 Covenant to pay Assessments. By acceptance of a deed to any Building Lot or other Property on The Founders Square Subdivision, each Owner of such property hereby covenants and agrees (whether or not it is expressed in the deed) to pay when due all Assessments or charges made by the Association, including all Regular, Special, and Limited Assessments and charges made against such Owner pursuant to the provisions of this Declaration or other applicable instrument. 8.1.1 Assessment Constitutes Lien. All charges and reasonable attorney's fees which may be incurred in collecting the same shall be a charge and continuing lien upon the Building Lot(s) owned by the Owner who is obligated to the Association for such Assessments or charges. 8.1.2 Assessment is Personal Obligation. Each such Assessment, together with interest, costs and reasonable attorney's fees shall also be the personal obligation of the Owner of the particular Building Lot(s) against which such Assessment is made beginning with the time when the Assessment falls due. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 27 8.2 Regular Assessments. All owners, including Grantor for any Building Lots owned by Grantor are obligated to pay Regular Assessments to the treasurer of the Association on a schedule of payments established by the Board. 8.2.1 Purpose of Regular Assessments. The proceeds from Regular Assessments are to be used to pay for all costs and expenses incurred by the Association, including legal and attorney fees, for the conduct of its affairs, including without limitation the costs and expenses of construction, improvement, protection, maintenance, repair, management, and operation of the Common Area, including all improvements located on such areas owned and/or managed and maintained by the Association, and an amount allocated to an adequate reserve fund to be used for repairs, replacement, maintenance and improvement of those elements of the Common Area, or other property of the Association that must be replaced and maintained on a regular basis (collectively "Expenses"). 8.2.2 Computation of Regular Assessments. The Association shall compute the amount of its Expenses on an annual basis. The Board shall compute the amount of Regular Assessments owed beginning the first day of the third month following the month in which the closing of the first sale of a Building Lot occurred in The Founders Square Subdivision for the purposes of the Associations Regular Assessment ("Initiation Date"). Thereafter, the computation of Regular Assessments shall take place not less than thirty (30) days or more than sixty (60) days before the beginning of each fiscal year of an Association. The computation of the Regular Assessment for the period from the Initiation date until the beginning of the next fiscal year shall be pro- rated to fairly reflect the fact that such period was less than one year. 8.2.3 Amounts Paid by Owners. The Board can require, in its discretion or as provided in the Articles or Bylaws, payment of Regular Assessments in monthly, quarterly, semi-annual or annual installments. The Regular Assessment to be paid by any particular Owner, including Grantor, for any given fiscal year shall be computed by multiplying the associations' total advance estimate of Expenses by the fraction produced by dividing the Building Lots attributable to the Owner by the total number of Building Lots in the Property. 8.3 Special Assessments. 8.3.1 Purpose and Procedure. In the event that the Board shall determine that its respective Regular Assessment for a given calendar year is or will be inadequate to meet the Expenses of the Association for any reason, including but not limited to cost of construction, reconstruction, unexpected repairs or replacement of capital improvements upon the Common Area, attorney's fees and/or litigation costs, other professional fees, or for any other reason, the board thereof shall determine the approximate amount necessary to defray such Expenses and levy a Special Assessment against the portions of the Property within its jurisdiction which shall be computed in the same manner as Regular Assessments. No Special Assessments shall be levied which exceeds twenty DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 28 percent (20%) of the budgeted gross Expenses of the Association for that fiscal year, without the vote or written assent of the Owners representing a majority of the votes of the Members of the Association. The Board shall, in its discretion, determine the schedule under which such Special Assessment shall be paid. 8.3.2 Consistent Basis of Assessment. Every Special Assessment levied by and for the Association shall be levied and paid upon the same basis as that prescribed for the levying and payment of Regular Assessments for such Association. 8.4 Limited Assessments. Not withstanding the above provisions with respect to Regular and Special Assessments, a Board may levy a Limited Assessment against an Owner as a remedy to reimburse the Association for costs incurred in bringing the Owner and/or such Owner's Building Lot(s) into compliance with the provisions of the Articles, Bylaws, this Declaration, and other governing instruments for The Founders Square Subdivision. 8.5 Uniform Rate of Assessment. Unless otherwise specifically provided herein, Regular and Special Assessments shall be fixed at a uniform rate per Building Lot for all Members of the Association. 8.6 Assessment Period. Unless otherwise provided in the Articles or Bylaws, the Assessment Period shall commence on April 1 of each year and terminate March 31 of the following year. The fust Assessment shall be pro -rated according to the number of months remaining from the Initiation Date to the fiscal year and shall be payable in equal monthly or quarterly installments, as determined by the board, as per paragraph 8.2.3 above. 8.7 Notice and Assessment Due Date. Ten (10) days prior written notice of Regular, Limited, and Special Assessments shall be sent to the Owner of every Building Lot subject thereto, and to any person in possession of such Building lot. The due dates for Installment payments of Regular assessments, Limited Assessments, and Special Assessments shall be the first day of each month unless some other due date is established by the Board. Each monthly installment of the Regular Assessment, Limited Assessment or Special Assessment shall become delinquent if not paid within ten (10) days after the levy thereof. There shall accrue with each delinquent installment payment a late charge equal to ten percent (10%) of the delinquent installment. In addition, each installment payment which is delinquent for more than twenty (20) days shall accrue interest at eighteen percent (18%) per annual calculated from the date of delinquency to and including the date full payment is received by the Association. The Association may foreclose the lien against such Owner's Building Lot as more fully provided herein. Each Owner is also personally liable for Assessments, together with interest, costs and attorney's fees, and no Owner may exempt such Owner from such liability by a waiver of the use of enjoyment of the Common Area, or by lease or abandonment of such Owner's Building Lot. 8.8 Estoppel Certificate. The Association, upon at least twenty (20) days prior written request, shall execute, acknowledge and deliver to the party making DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 29 such request, a statement in writing stating whether or not, to the knowledge of the Association, a particular Building Lot Owner is in default under the provisions of this Declaration, and further stating the dates to which any Assessments have been paid by the Owner. Any such certificate delivered pursuant to this paragraph 8.8 may be relied upon by any prospective purchaser or mortgagee of the Owner's Building Lot. Reliance on such Certificate may not extend to any default as to which the signor shall have had no actual knowledge. 8.9 Special Notice and Quorum Requirements. Not withstanding anything to the contrary contained in either the Bylaws or the Articles, written notice of any meeting called for the purpose of levying a Special Assessment, or for the purpose of obtaining a membership vote in connection with an increase in the Regular Assessment, shall be sent to all members of the Association and to any person in possession of a Building Lot, not less than fifteen (15) days nor more than thirty (30) days before such meeting. At such meeting called, the presence of Members or of proxies entitled to cast thirty percent (30%) of the total votes of the Association shall constitute a quorum. ARTICLE IX: ENFORCEMENT OF ASSESSMENTS: LIENS 9.1 Right to Enforce. The Association has the right to collect and enforce its Assessments pursuant to the provisions hereof. Each Owner of a Building Lot, upon becoming an owner of such Building Lot, shall be deemed to covenant and agree to pay each and every Assessment provided for in this Declaration and agrees to the enforcement of all Assessments in the manner herein specified. In the event an attorney or attorneys are employed for the collection of any Assessment, whether by suit or otherwise, or to enforce compliance with or specific performance of the terms and conditions of this Declaration, each Owner agrees to pay reasonable attorney's fees in addition to any other relief or remedy obtained against such Owner. The board or its authorized representatives may enforce the obligations of the Owner to pay such Assessments by commencement and maintenance of a suit at law or in equity, or the Board may exercise the power of foreclosure and sale pursuant to paragraph 9.3 to foreclose the liens created hereby. A suit to recover a money judgment for an unpaid Assessment shall be maintainable without foreclosing or waiving the lien hereinafter provided. 9.2 Assessment Liens. 9.2.1 Creation. There is hereby created a claim of lien with power of sale on each and every Building Lot to secure payment of any and all Assessments levied against the Owner and his/her Building Lot(s) pursuant to this Declaration together with interest thereon at the maximum rate permitted by law and all costs of collection which may be paid or incurred by the Association marking the Assessment in connection therewith, including reasonable attorney's fees. All sums assessed in accordance with the provisions of this Declaration shall constitute a lien DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 30 on such respective Building Lots upon recordation of a claim of lien with the Madison County, Idaho Recorder. To the extent permitted by law, such lien shall be prior and superior to all other liens or claims created subsequent to the recordation of the notice of delinquency and claim of lien except for tax liens for real property taxes on any Building Lot and Assessments on any Building Lot in favor of any municipal or other governmental assessing body which, by law, would be superior thereto. 9.2.2 Claim of Lien. Upon default of any Owner in the payment of any Regular, Special, or Limited Assessment issued hereunder, the Association may cause to be recorded in the office of the Madison County Recorded claim of lien. The claim of lien shall state the amount if such delinquent sums and other authorized charges (including the cost of recording such notice), a sufficient description of the Building Lot(s) against which the same have been assessed, and the name of the record Owner thereof. Each delinquency shall constitute a separate basis for a notice and claim of lien, but any number of defaults may be included within a single notice and claim of lien. Upon payment to the Association of such delinquent sums and charges in connection therewith or other satisfaction thereof, the Association shall cause to be recorded a further notice stating the satisfaction of relief of such delinquent sums and charges. The Association may demand and receive the cost of preparing and recording such release before recording time. 9.3 Method of Foreclosure. Such lien may be foreclosed by appropriate action in court by a non judicial power of sale by the Association, its attorney's or other person authorized to make the sale. Such non judicial power of sale shall be conducted in accordance with the provisions of the Idaho Code applicable to the exercise of powers of sale permitted by law. The Board is hereby authorized to appoint its attorney, any officer r director of the Association, or any Title Company authorized to do business in Idaho as trustee for the purpose of conducting such non judicial power of sale or foreclosure. 9.4 Required Notice. Not withstanding anything contained in this Declaration to the contrary, no action may be brought to foreclosure the lien created by recordation of the notice of delinquency and claim of lien, whether judicially, by power of sale or otherwise, until the expiration of thirty (30) days after a copy of such claim lien has been deposited in the United States mail, certified or registered, postage prepaid, to the Owner of the Building Lot(s) described in such notice of delinquency and claim of lien, and to the person in possession of such Building Lot(s), and a copy thereof is recorded by the Association in the Office of Madison County Recorder. 9.5 Subordinate of Liens to Certain Deeds of Trust and/or Mortgages. The lien securing Assessments provided for herein shall be subordinate to the lien of any first mortgage or deed of trust given and made in good faith and for value that is of record as an encumbrance against such Building Lot prior to the recordation of a claim of lien for the Assessments. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 31 9.6 Duration of Lien. The sale or transfer of any Building Lot shall not affect the Assessment lien; however, the sale or transfer of any Building Lot pursuant to foreclosure or a senior mortgage, deed of trust, or other lien shall extinguish the lien of such Assessment as to payments which became due prior to such foreclosure sale. However, such foreclosure shall not affect the personal liability of the Owner for such Assessments. In addition, no sale or transfer shall relieve such Building Lot from liability, or the lien to secure the same, for any Assessment becoming due after the foreclosure sale. 9.7 Rights of Beneficiaries and Mortgagees. Not withstanding any other provision of this Declaration, no amendment of this Declaration shall operate to defeat the rights of the Beneficiary under any deed of trust or the Mortgagee under any mortgage upon a Building Lot made in good faith and for value, and recorded prior to the recordation of such amendment, provided that after the foreclosure of any such deed of trust or mortgage such Building Lot shall remain subject to this Declaration as amended. ARTICLE X: EASEMENTS 10.1 Easements of Encroachment. There shall be reciprocal easements of encroachment between each Building Lot and such portions of the Common Area adjacent thereto when necessitated due to the settling or shifting of Improvements included but not limited to structures, walkways, bike paths, sidewalks and driveways constructed, reconstructed, or altered thereon in accordance with the terms of this Declaration. Easements of encroachment shall be valid only so long as the encroachment exists, and the rights and obligations of Owners shall not be altered in any way because of encroachments, settling or shifting of the Improvements; provided, however, that in no event shall a valid easement for encroachments occur due to willful act or acts of an Owner. In the event a structure on any Building Lot is partially or totally destroyed, and then repaired or rebuilt, the Owner of each Building Lot agree that minor encroachment may be reconstructed pursuant to the easement granted by this paragraph 10.1 10.2 Easements for Access. Grantor expressly reserves for the benefit of all the Property reciprocal easements of access, ingress and egress for all owners to and from their respective Building Lots for installation and repair of utility services, for drainage of water, over across and upon adjacent Building Lots or Common Area, resulting from the normal use of adjoining Building Lots, and common Area, and for necessary maintenance and repair of any Improvement including, fencing, retaining walls, lighting facilities, mailboxes and sidewalk abutments, trees and landscaping, Such easements may be used by Grantor, and by all Owners, their guest, tenants and invitees, residing on or temporarily visiting the Property, for pedestrian walkways, vehicular access and such other purposes reasonably necessary for the use and enjoyment of a Building Lot or Common Area. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 32 10.3 Drainage and Utility Easements. Not withstanding anything expressly or implied contained herein to the contrary, this Declaration shall be subject to all easements heretofore or hereafter granted by Grantor for the installation and maintenance of utilities and drainage facilities that are required for the development of the Property. In addition, Grantor hereby reserves for the benefit of the Association the right to grant additional easements as necessary or expedient for the proper development of the Property until close of escrow for the sale of the last Building Lot in the Property to a purchaser. 10.3.1 Improvement of Drainage and Utility Easement Areas. The Owners of Building Lots are hereby restricted and enjoined from constructing any improvements upon any drainage or utility easements shown on the Plat of The Founders Square Subdivision or otherwise designated in any recorded document which would interfere with or prevent the easement from being used for such purpose; provided, that any damage sustained to Improvements on the easement areas a result legitimate use of the easement area shall be the sole and exclusive obligation of the Owner of the building lot whose Improvements were so damaged. 10.4 Rights and Duties Concerning Utility Easements. The rights and duties of the Owners of the Building Lots within the Property with respect to utilities shall be governed by the following: 10.4.1 Wherever utility connections are installed within the Property, which connections or any portions thereof lie in or upon Building Lots owned by an Owner other than the Owner of the Building Lot served by the connections, the Owner of the Building Lot served by the connections shall have the right, and is hereby granted an easement to the full extent necessary therefore, to enter upon any Building Lot or to have their agent enter upon any building lot within the Property in or upon which said connections lie, to repair, replace and generally maintain the connections as and when it may be necessary. 10.4.2 Whenever utility house connections are installed within the Property, which connections serve more than one Building Lot, the Owner of each Building Lot served by the connections shall be entitled to full use and enjoyment of such portions of said connections as service such Owner's Building Lot. 10.5 Driveway Easements. Whenever a driveway is installed to serve more than one Building Lot, the Owner of each Building Lot served by such driveway shall be entitled to full use and enjoyment of the shared driveway as required to service the Owner's Building Lot or to repair, replace or maintain such driveway. 10.6 Disputes as to Sharing of Costs. In the event of a dispute between Owners with respect to the repair or rebuilding of utility connections or driveways, or with DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 33 respect to the cost therefore, upon written request of one of such owners addressed to the Association, the matter shall be submitted to the Board which shall decide the dispute, and if appropriate, make an appropriate Assessment against any or all of the Owners involved on behalf of the prevailing Owner(s), which assessment shall be collected and enforced in the manner provided by this Declaration for Limited Assessments. ARTICLE XI: MISCELLANEOUS 11.1 Term. The easements created hereunder shall be perpetual, subject only to extinguishment by the holders of such easements as provided by law. The covenants, conditions, restrictions and equitable servitudes of this Declaration shall run until December 31, 2016, unless amended as herein provided. After December 31, 2016, such covenants, conditions and restrictions shall be automatically extended for successive ten (10) year terms each, unless amended or extinguished by a written instrument executed by Members holding at least three-fourths (3/4) of the voting power of the Association and such written instrument is recorded with the Madison County Recorder. 11.2 Amendments. 11.2.1 By Grantor. Except as provided in paragraph 12.2.3 below, until the recordation of the first deed to a Building Lot in the Property, the provisions of this Declaration may be amended, modified, clarified, supplemented, added to (collectively "amendment") or terminated by Grantor by recordation of a written instrument setting forth such amendment or termination. 11.2.2 By Owners. Except where a greater percentage is required by express provision in the Declaration, any amendment to the provisions of the Declaration, other than this Article XI, shall be by an instrument in writing signed and acknowledged by the president and secretary of the Association certifying and attesting that such amendment has been approved by the vote or written consent of Owner's representing more than fifty percent (50%) of the votes in the Association, and such amendment shall be effective upon its recordation with the Madison County Recorder. Any amendment to this Article XI shall require the vote or written consent of Members holding seventy-five percent (75%) of the voting power of the Association. 11.2.3 Effect of Amendment. Any amendment of this Declaration approved in the manner specified above shall be binding on and effective as to all Owners and their respective properties notwithstanding that such owners may not have voted for or consented to such amendment. Such amendments may add to and increase the covenants conditions, restrictions and easements applicable to the Property. SEE PARAGRAPH 9.7. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 34 11.4 Notices. Except as otherwise specifically provided herein, any notices permitted or required to be delivered as provided herein shall be in writing and may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered seventy-two (72) hours after the same has been deposited in the United States mail, postage prepaid, addressed to any person at the address given by such person to the Association for the purpose of service of such notice, or to the residence of such person if no address has been given to the Association. Such address may be changed from time to time by notice in writing to the Association, as provided in this paragraph 11.4. 11.5 Enforcement and Non -Waiver. 11.5.1 Right of Enforcement. Except as otherwise provided herein, any Owner of any Building Lot, or the Association, shall have the right to enforce any or all of the provisions hereof against any property within the Property and Owners thereof. 11.5.2 Violations and Nuisances. The failure of any Owner of a Building Lot to comply with any provision hereof, or with any provision of the Articles or Bylaws of the Association, is hereby declared a nuisance and will give rise to a cause of action in Grantor, the Association, or any Owner Building Lot(s) within the property for recovery of damages or for negative or affirmative injunctive relief or both. However, any other provision to the contrary notwithstanding, only Grantor, the Association, the Board, or a duly authorized agent of any of them, may enforce by self- help any of the provisions hereof only if such self-help is preceded by reasonable notice to the Owner. The costs incurred in such self-help remedy may be assessed to the owner of the Building Lot that is found in violation by the Grantor of Board. 11.5.3 Violation of Law. Any violation of any state, municipal, or local law, ordinance or regulation pertaining to the ownership, occupation or use of any property within the Property is hereby declared to be a violation of the Declaration and subject to any or all of the enforcement procedures set forth in this Declaration and any or all enforcement procedures in law and equity. 11.5.4 Remedies Cumulative. Each remedy provided herein is cumulative and not exclusive. 11.5.5 Non -Waiver. The failure to enforce any of the provisions herein at any time shall not constitute a waiver of the right to enforce any such provision. 11.6 Interpretation. The provisions of this Declaration shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of the Property. This Declaration shall be construed and governed under the laws of the State of Idaho. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 35 11.6.1 Restrictions Construed Together. All of the provisions hereof shall be liberally construed together to promote and effectuate the fundamental concepts of the development of the Property as set forth in the recitals of this Declaration. 11.6.2 Restrictions Severable. Notwithstanding the provisions of the foregoing paragraph 11.6.1, each of the provisions of this Declaration shall be deemed independent and severable, and the invalidity of any provision or portion thereof shall not affect the validity or enforceability of any other provision herein. 11.6.3 Singular Includes Plural. Unless the context requires a contrary construction, the singular shall include the plural and the plural the singular, and the masculine, feminine or neuter shall each including the masculine, feminine and neuter. 11.6.4 Captions. All captions and titles used in this Declaration are intended solely for convenience or reference and shall not affect that which is set forth on any of the provisions hereof. 11.7 Successors and Assigns. All references herein to Grantor, Owners, the Association or person shall be construed to include all successors, assigns, partners and authorized agents of such Grantor, Owners, Association or person. 11.8 Annexation. Additional real property may be annexed to the Property and brought within the provisions of the Declaration by the Grantor, its successors or assigns, at anytime and from time -to -time without the approval of any Owner or the Association while Grantor is still a Class B Member. As such annexed real property is developed, Grantor shall record an approved subdivision plat of the property with the Madison County Recorder , and a supplemental Declaration with respect thereto which shall annex such property contained on the approved plat, and which may supplement the Declaration with additional or different covenants, conditions, restrictions, reservations, and easements as Grantor may deem appropriate therefore, and may delete or modify as to such annexed real property, so long as the quality of development of the Property is not materially adversely affected thereby. The Board shall have the right to annex additional real property to the Property upon approval by vote or written consent of all Members entitled to vote of not less than two-thirds (2/3) of the voting power of both classes of Members by follow the above-described platting and recording procedure. 11.9 Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provision, which shall remain in full force and effect. 11.10 No Trespass. Any action by the Association or its agents authorized by this Declaration upon or in relation to any Owner's Building Lot(s) shall be deemed authorized and consensual, and the Owner shall be deemed to have waived any claims for trespass or unlawful entry upon the Building Lot(s). DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR FOUNDERS SQUARE 36 0 Homeowners Association Bylaws BYLAWS OF FOUNDERS SQUARE HOMEOWNERS ASSOCIATION, INC. DOCUMENT V.B.3 BOI M:586963.1 Table of Contents Page ARTICLE 1 - GENERAL PLAN OF OWNERSHIP................................................................................................... 1 ARTICLE 2 - MEMBERS, VOTING, MAJORITY OF DELEGATES, QUORUM, PROXIES................................1 ARTICLE3 - ADMINISTRATION............................................................................................................................. 2 ARTICLE4 - BOARD OF DIRECTORS.................................................................................................................... 4 ARTICLE5 - OFFICERS............................................................................................................................................. 8 ARTICLE 6 - OBLIGATIONS OF MEMBERS........................................................................................................ 10 ARTICLE 7 - AMENDMENTS TO BYLAWS......................................................................................................... 11 ARTICLE8 - MEANING OF TERMS...................................................................................................................... 11 ARTICLE 9 - CONFLICTING PROVISIONS.......................................................................................................... 11 ARTICLE 10 - INDEMNIFICATION AND INSURANCE...................................................................................... 11 ARTICLE11 -MISCELLANEOUS.......................................................................................................................... 13 -1- DOCUMENT V.B.3 BOI Mn:586963.1 BYLAWS OF FOUNDERS SQUARE HOMEOWNERS ASSOCIATION, INC. ARTICLE 1- GENERAL PLAN OF OWNERSHIP Section 1.1 Name. The name of the corporation is FOUNDERS SQUARE HOMEOWNERS ASSOCIATION, INC. (the "Corporation"). The principal office of the Corporation shall be located at , in Madison County, Idaho, or such other place as designated by the Board of Directors from time to time. Section 1.2 Bylaws Applicability. The provisions of these Bylaws are applicable to the Founders Square Subdivision (the "Property"), a subdivision located in the City of Rexburg, County of Madison, State of Idaho, generally provided for in the Declaration of Covenants, Conditions and Restrictions for Founders Square Subdivision, and any amendments and supplements thereto, recorded or to be recorded in the office of the County Recorder, Madison County, Idaho ("Declaration"). Section 1.3 Personal Application. All present and future Owners and their tenants, future tenants, employees, and any other person that might use the facilities owned and/or managed by the Corporation in any manner, are subject to the regulations set forth in these ) Bylaws, and in the Declaration. The mere acquisition or rental of any of the Building Lots of the Property or the mere act of occupancy of any of the Building Lots will signify that these Bylaws are accepted, ratified, and will be complied with. ARTICLE 2 - MEMBERS, VOTING, MAJORITY OF DELEGATES, QUORUM, PROXIES Section 2.1 Members. All Owners of Building Lots within the Property shall be Members of the Corporation. Section 2.2 Voting. Except for the Class B Membership as provided for in the Articles of Incorporation and the Declaration, and except as may be otherwise provided in the Declaration, each Member shall be entitled to one vote for each Building Lot owned by such Member. Section 2.3 Majority of Members. As used in these Bylaws, the term "Majority of Members" shall mean those Members representing fifty-one percent (51%) of the voting power present at an annual or special meeting of the Members at which a quorum is present. Section 2.4 Quorum. Except as otherwise provided in these Bylaws, the Articles of Incorporation or the Declaration, prior to the termination of the Class B Member, the presence in person or by proxy of the Class B Member shall constitute a quorum. After the termination of the Class B Member the presence in person or by proxy of the Class A Members holding at least thirty percent (30%) of the total votes entitled to be cast shall constitute a quorum of the BYLAWS -1 Membership. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If any meeting cannot be held because a quorum is not present, the Members may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was scheduled, without notice other than announcement at the meeting. At such second meeting, the presence of Members representing no less than fifty percent (50%) of the quorum required at the preceding meeting shall constitute a quorum. Section 2.5 Proxies. Votes may be cast in person or by proxy. Proxies must be in writing and filed with the Secretary at least twenty-four (24) hours before the appointed time of each meeting. Every proxy shall be revocable at the pleasure of the Member who executed the proxy and shall automatically cease after completion of the meeting of which the proxy was filed, if filed for a particular meeting. In no event shall a proxy be valid after eleven (11) months from the date of its execution. ARTICLE 3 - ADMINISTRATION Section 3.1 Responsibilities. The Corporation shall have the responsibility of administering the Common Area owned and/or managed by the Corporation, if any, approving the annual budget, establishing and collecting all assessments, if any, and may arrange for the management of the same pursuant to an agreement, containing provisions relating to the duties, obligations, removal and compensation of the Manager, as defined below. Except as otherwise provided, decisions and resolutions of the Corporation shall require an affirmative vote of a Majority of Members present at an annual or special meeting of the Corporation at which a quorum is present or by written consent as set forth in Section 3.8 of a Majority of Members of the Corporation. Section 3.2 Place of Meetings. Meetings of the Corporation shall be held on the Property or such other suitable place as close to the Property as practicable in Madison County as may be designated by the Board of Directors, and shall be conducted in accordance with Robert's Rules of Order. Section 3.3 Annual Meetings. The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. At each annual meeting there shall be elected by ballot of the Members a Board of Directors in accordance with the requirements of these Bylaws. At the first annual meeting, the Directors shall be elected to serve until the second annual meeting, and at the second annual meeting, and annually thereafter, Directors shall be elected for a term of one (1) year beginning with such annual meeting. In the event that an annual meeting is not held, or the Directors are not elected at such meeting, the Directors may be elected at any special meeting held for that purpose. Each Director shall hold office until a successor has been elected or until death, resignation, removal or judicial adjudication of mental incompetence. The Members may also transact such other business of the Corporation as may properly come before them at any such annual meeting. BYLAWS -2 Section 3.4 Special Meetings. It shall be the duty of the President to call a special meeting of the Corporation as directed by resolution of the Board of Directors, or upon a petition signed by Members who are entitled to vote one-fourth (1/4) of all the votes of the Class A Membership. The notice of all regular and special meetings shall be given as provided in Section 3.5 of these Bylaws, and shall state the nature of the business to be undertaken. No business shall be transacted at a special meeting except as stated in the notice, unless by consent of the Members holding at least four-fifths (4/5) of the voting power in the Corporation, either in person or by proxy. Section 3.5 Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting of the Corporation, stating the purpose thereof as well as the day, hour and place where such meeting is to be held, to each Member of record, and any person in possession of a Building Lot, at least ten (10) but not more than thirty (30) days prior to such meeting. The notice may set forth time limits for speakers and nominating procedures for the meeting. The mailing of a notice, postage prepaid, in the manner provided in this Section 3.5, shall be considered notice served, after said notice has been deposited in a regular depository of the United States mail. If no address has been furnished the Secretary, notice shall be deemed to have been given to a Member if posted in a conspicuous place on the Property. Section 3.6 Order of Business. The order of business at all meetings shall be as follows: (a) roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) reports of committees; (f) election of Directors; (g) unfinished business; and (h) new business. Meetings shall be conducted by the officers of the Corporation in order of their priority. Section 3.7 Action Without Meeting. Any action, which under the provisions of the Idaho Nonprofit Corporation Act may be taken at a meeting of the Corporation, may be taken without a meeting if authorized in writing signed by all of the Members who would be entitled to vote at a meeting for such purpose, and filed with the Secretary. Any action so approved shall have the same effect as though taken at a meeting of the Members. Section 3.8 Consent of Absentees. The transactions of any meeting of the Corporation, either annual or special, however called and noticed, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if either before or after the meeting each of the Members not present in person or by proxy signed a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting. Section 3.9 Minutes. Presumption of Notice. Minutes or a similar record of the proceedings of meetings, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters set forth therein. A recitation in the minutes of any meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given. BYLAWS - 3 ARTICLE 4 - BOARD OF DIRECTORS Section 4.1 Number and Qualification. The property, business and affairs of the Corporation shall be governed and managed by a Board of Directors composed of at least three (3) persons. Except for the initial Directors, all Directors shall be Members of the Corporation. Directors shall not receive any salary or other compensation for their services as Directors; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in some other capacity and receiving compensation therefor. Section 4.2 General Powers and Duties. The Board of Directors has the powers and duties necessary for the administration of the affairs of the Corporation, as more fully set forth in the Declaration, and may do all such acts and things as are not by law or by these Bylaws directed to be exercised and done exclusively by the Owners, Members or Grantor provided, however, that prior to the first annual meeting of the Corporation, the Board of Directors shall not enter into any management service contract for a term in excess of one (1) year without the approval of a Majority of Members, unless such contract contains reasonable provisions for cancellation (such as upon sixty (60) days written notice by the Corporation following one (1) year from the date of commencement of such contract). Section 4.3 Special Powers and Duties. Without prejudice to such foregoing general powers and duties, and such powers and duties as set forth in the Declaration, the Board of Directors is vested with, and responsible for, the following powers and duties: (a) To select, appoint and remove all officers, agents, and employees } of the Corporation, to prescribe such powers and duties for them as may be consistent with law, with the Articles of Incorporation, the Declaration, and these Bylaws; to fix their compensation and to require from them security for faithful service when deemed advisable by the Board of Directors. (b) To conduct, manage and control the affairs and business of the Corporation, and to make and enforce such rules and regulations therefor consistent with law, with the Articles of Incorporation, the Declaration, and these Bylaws, as the Board of Directors may deem necessary or advisable. (c) To change the principal office for the transaction of the business of the Corporation from one location to another within the County of Madison, State of Idaho, as provided in Article 1 hereof; to designate any place within said County for the holding of any annual or special meeting or meetings of the Corporation consistent with the provisions of Section 3.2 hereof; and to adopt and use a corporation seal and to alter the form of such seal from time to time as the Board of Directors in its sole judgment may deem best, provided that such seal shall at all times comply with the provisions of law. (d) To borrow money and to incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the Corporation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities therefor; subject, however, to the limitations set forth in the Articles of Incorporation and the Declaration. BYLAWS -4 (e) To fix and levy from time to time Regular Assessments, Special Assessments, and Limited Assessments upon the Members, as provided in the Declaration; to determine and fix the due date for the payment of such Assessments, and the date upon which the same shall become delinquent; provided, however, that such Assessments shall be fixed and levied only to provide for the payment of the expenses of the Corporation, and of the taxes and assessments upon real or personal property owned, leased, controlled or occupied by the Corporation, or for the payment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvement or development of such property or for the payment of any and all obligations in relation thereto, or in performing or causing to be performed any of the purposes of the Corporation for the general benefit and welfare of the Members, in accordance with the provisions of the Declaration. The Board of Directors is hereby authorized to incur any and all such expenditures for any of the foregoing purposes and to provide, or cause to be provided adequate reserves for replacements as the Board of Directors shall deem to be necessary or advisable in the interest of the Corporation or welfare of the Members. The funds collected by the Board of Directors from the Members, attributable for replacement reserves, for maintenance recurring less frequently than annually, and for capital improvements, shall at all times be held in trust for the Owners and shall not be commingled with other Assessments collected from the Members. Such Regular Assessments, Special Assessments and Limited Assessments shall be fixed in accordance with the provisions of the Declaration. Should any Members fail to pay such Assessments before delinquency, the Board of Directors in its discretion, is authorized to enforce the payment of such delinquent Assessments as provided in the Declaration. (f) To enforce the provisions of the Declaration covering the Property, these Bylaws or other agreements of the Corporation. (g) To contract for and pay for, casualty, blanket, liability, malicious mischief, vandalism and other insurance, insuring the Members, the Corporation, the Board of Directors and other interested parties, in accordance with the provisions of the Declaration, covering and protecting against such damages or injuries as the Board deems advisable, which may include without limitation, medical expenses of persons injured on the Property, and to bond the agents and employees of any management body, if deemed advisable by the Board of Directors. (h) To operate, maintain and otherwise manage or provide for the operation, maintenance and management of the Common Area, if any, and to contract for and pay maintenance, gardening, utilities, materials and supplies, and services relating to the Common Area, if any, and to employ personnel necessary for the operation of the Common Area, if any, including legal and accounting services, and to contract for and pay for improvements and any recreational facilities on the Common Area, if any. (i) To grant easements where necessary for utilities and sewer facilities over the Common Area to serve the Property. 0) To fix, determine and name from time to time, if necessary or advisable, the public agency, fund, foundation or corporation which is then or there organized or operated for charitable purposes, to which the assets of this Corporation may be distributed upon BYLAWS -5 liquidation or dissolution according to the Articles of Incorporation of the Corporation unless 4 such assets shall be distributed to Owners of Building Lots as more particularly provided in the Articles of Incorporation. The assets so distributed shall be those remaining after satisfaction of all just debts and obligations of the Corporation, and after distribution of all property held or acquired by the Corporation under the terms of a specific trust or trusts. (k) To adopt, amend, and repeal by majority vote of the Board of Directors, rules and regulations as to the Corporation deemed reasonable and necessary. (1) To pay all real and personal property taxes and assessments levied against the Common Area owned or managed by the Corporation. Section 4.4 Management Agent. The Board of Directors may contract or employ for the Corporation a management agent ("Manager") at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize, including, but not limited to the duties listed in Section 4.3 hereof. Section 4.5 Nomination. Election and Term of Office. Nomination for election to the Board of Directors shall be made by a nomination committee. Nominations may also be made from the floor at the annual meeting. The nomination committee shall consist of a chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association. The nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The nomination committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations shall be made from among Members. At the first annual meeting of the Corporation, and thereafter at each annual meeting of the Corporation, new Directors shall be elected by secret written ballot by a plurality of the votes of the Members present and entitled to vote at such meeting as provided in these Bylaws. Cumulative voting is not permitted. The term of the Directors shall be for one (1) year. In the event that an annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting held for that purpose. Each Director shall hold office until a successor has been elected or until death, resignation, removal or judicial adjudication of mental incompetence. Any person serving as a Director may be re-elected, and there shall be no limitation on the number of terms during which a Director may serve. Section 4.6 Books, Financial Statements and Audit. The Board of Directors shall cause to be maintained a full set of books and records showing the financial condition of the affairs of the Corporation in a manner consistent with generally accepted accounting principles. An annual operating statement reflecting income and expenditures of the Corporation shall be distributed to each Member within ninety (90) days after the end of each fiscal year, and to first mortgagees who have in writing requested notice of Corporation proceedings. Section 4.7 Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the Members shall be filled by vote of the BYLAWS - 6 majority of the remaining Directors, even though they may constitute less than a quorum, and each person so elected shall be a Director until a successor is elected at the next annual meeting, or at a special meeting called for that purpose. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal or judicial adjudication of mental incompetence of any Director, or in the case the Members fail to elect the full number of authorized Directors at any meeting at which such election is to take place. Section 4.8 Removal of Directors. At any regular or special meeting of the Corporation duly called, any one or more of the Directors may be removed with or without cause by a Majority of Members and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. If any or all of the Directors are so removed, new Directors may be elected at the same meeting. Section 4.9 Organization Meeting. The first regular meeting of a newly elected Board of Directors shall be held within ten (10) days of the election of the Board of Directors, at such place as shall be fixed and announced by the Directors at the meeting at which such Directors were elected, for the purpose of organization, election of officers, and the transaction of other business. No notice .shall be necessary to the newly elected Directors in order legally to constitute such meeting, provided a majority of the whole Board of Directors shall be present. Section 4.10 Other Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meetings, unless the time and place of such meetings is announced at the organization meeting, in which case such notice of other regular meetings shall not be required. Section 4.11 Special Meetings. Special meetings of the Board of Directors may be called by the President, or, if the President is absent or refuses to act, by the Vice President, or by any two (2) Directors. At least two (2) days, notice shall be given to each Director, personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and the purpose of the meeting. If served by mail, each such notice shall be sent, postage prepaid, to the address reflected on the records of the Corporation, and shall be deemed given, if not actually received earlier, at 5:00 o'clock p.m. on the second day after it is deposited in a regular depository of the United States mail as provided herein. Whenever any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such Director, as required by law and as provided herein. Section 4.12 Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may in writing waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board of Directors shall be waiver of notice by that Director of the time and place thereof. If all Directors are present at any meeting of the Board of Directors, no notice shall be required and any business BYLAWS -7 may be transacted at such meeting. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs such a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the records of the Corporation or made a part of the minutes of the meeting. Section 4.13 Quorum and Adjournment. Except as otherwise expressly provided herein, at all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Section 4.14 Action Without Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the vote or written consent of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. Section 4.15 Fidelity Bonds. The Board of Directors shall require that all officers and } employees of the Corporation handling or responsible for the Corporation funds shall furnish adequate fidelity bonds. The premium on such bonds shall be paid by the Corporation or its Manager. Section 4.16 Committees. The Board of Directors, by resolution, may from time to time designate such committees as the Board of Directors shall desire, and may establish the purposes and powers of each such committee created. The resolution designating and establishing a committee shall provide for the appointment of its members, as well as a chairperson, shall state the purpose of the committee, and shall provide for reports, termination, and other administration matters as deemed appropriate by the Board of Directors. ARTICLE 5 - OFFICERS Section 5.1 Designation. The principal officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an Assistant Treasurer and an Assistant Secretary, and such other officers as in the Board of Directors' judgment may be necessary. One person may hold two or more offices, except the offices of President and Secretary. Section 5.2 Election of Officers. The officers of the Corporation shall be elected annually by the Board of Directors at the Organizational Meeting of each new Board of Directors, and each officer shall hold office for one (1) year unless he shall sooner resign or shall be removed or otherwise disqualified. BYLAWS -8 Section 5.3 Removal of Officers. Upon an affirmative vote of a majority of the entire l Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such purpose. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified in said notice, acceptance of such resignation by the Board of Directors shall not be necessary to make it effective. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 5.4 Compensation. Officers, agents, and employees shall receive such reasonable compensation for their services as may be authorized or ratified by the Board of Directors. Appointment of any officer, agent or employee shall not of itself create contractual rights of compensation for services performed by such an officer, agent or employee. No officer, employee or Director of Grantor or any affiliate of Grantor may receive any compensation. Section 5.5 Special Appointment. The Board of Directors may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may, from time to time, determine. Section 5.6 President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Corporation and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of the President of a nonprofit corporation, including but not limited to the power, subject to the provisions of Section 4.16, to appoint committees from among the Members and Owners from time to time as the President alone may decide are appropriate to assist in the conduct of the affairs of the Corporation. The President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business of the Corporation. The President shall be ex officio a member of all standing committees, and the President shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. Section 5.7 Vice President. The Vice President shall take the place of the President and perform such duties whenever the President shall be absent, disabled or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed by the Board of Directors or these Bylaws. Section 5.8 Secretary. The Secretary shall record the votes and keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Corporation at the principal office of the Corporation or such other place as the Board of Directors may order. The Secretary shall keep the seal of the Corporation in safe custody and shall have charge of such books and papers as the Board of Directors may direct, and the Secretary shall, in general, perform all the duties incident to the office of Secretary. The Secretary shall give, or cause to be BYLAWS -9 given, notices of meetings of the Corporation and of the Board of Directors required by these l Bylaws or by law to be given. The Secretary shall maintain a book of record Owners, and any person in possession of a Building Lot that is not an Owner, listing the names and addresses of the Owners, and any person in possession of a Building Lot that is not an Owner, as furnished to the Corporation and such book shall be changed only at such time as satisfactory evidence or a change in ownership of a Building Lot is presented to the Secretary. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws. Section 5.9 Treasurer. The Treasurer shall have responsibility for the Corporation funds and securities and shall be responsible for keeping, or causing to be kept, full and accurate accounts of the Property owned by the Corporation, tax records and business transactions of the Corporation including accounts of all assets, liabilities, receipts and disbursements, all in books belonging to the Corporation. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors in accordance with the Declaration, shall render to the President and Directors upon request, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. ARTICLE 6 - OBLIGATIONS OF MEMBERS Section 6.1 Assessments. (a) All Members are obligated to pay, in accordance with the provisions of the Declaration, all Assessments imposed by the Corporation to meet all expenses of the Corporation, which may include, without limitation, a liability insurance policy premium and an insurance premium for a policy to cover repair and reconstruction work in case of fire, earthquake or other hazard, or to meet the expenses of the Director's various powers and duties as more fully provided in Section 4.3 of these Bylaws. Except as otherwise provided in the Declaration, the Assessments shall be made equally per Building Lot for all Members of the Corporation obligated to pay such Assessment. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum. (b) All delinquent Assessments shall be enforced, collected or foreclosed in the manner provided in the Declaration. Section 6.2 Maintenance and Repair. (a) Every Member must perform promptly, at the Member's sole cost and expense, all maintenance and repair work on such Member's Building Lot as required under the provisions of the Declaration. As further provided in the Declaration, all plans for alterations and repair of improvements on the Property must receive the prior written consent of the Board of Directors. The Board of Directors shall establish reasonable procedures for the granting and denial of such approval in accordance with the Declaration. BYLAWS -10 (b) As further provided in the Declaration, each Member shall reimburse the Corporation for any expenditures incurred in repairing or replacing any portion of i the Property owned or controlled by the Corporation which are damaged through the fault of the Member, and each Member shall promptly reimburse the Corporation for the costs of repairing, replacing and/or maintaining that portion of the Property which the Corporation has repaired, replaced or maintained pursuant to the Declaration. Such expenditures shall include all court costs and reasonable attorneys' fees and costs incurred in enforcing any provision of these Bylaws or the Declaration. ARTICLE 7 - AMENDMENTS TO BYLAWS These Bylaws may be amended by the Corporation at an annual meeting or at a duly constituted meeting of the Corporation for such purpose as provided in the Articles of Incorporation. No amendment to these Bylaws shall take effect unless approved by the affirmative votes of not less than three-fourths (3/4) of the total voting power of the Corporation as cast by the Members. ARTICLE 8 - MEANING OF TERMS Except as otherwise defined herein, all terms herein initially capitalized shall have the same meanings as are applied to such terms in the Declaration including, without limitation, "Articles", "Assessments", "Association", "Building Lot", "Common Area", "Grantor", "Class A Member", "Class B Member", and "Owners." ARTICLE 9 - CONFLICTING PROVISIONS In case any of these Bylaws conflict with any provisions of the laws of the State of Idaho, such conflicting Bylaws shall be null and void upon final court determination to such effect, but all other Bylaws shall remain in full force and effect. In case of any conflict between the Articles of Incorporation and these Bylaws the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. ARTICLE 10 - INDEMNIFICATION AND INSURANCE Section 10.1 Certain Definitions. For the purposes of this Article, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the Corporation; "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and costs and any expenses of establishing a right to indemnification under Section 10.3 or paragraph (c) of Section 10.4. Section 10.2 Indemnification. This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Corporation to procure a judgment in its favor) by reasons of the fact that such persons is or was an agent of this Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such BYLAWS -11 person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such persons was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the persons reasonably believed to be in or not opposed to the best interests of the Corporation or with respect to any criminal proceeding that the person had reasonable cause to believe that the person's conduct was unlawful. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such persons' duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper. Section 10.3 _Expenses in Successful Defense. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 10.2 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. Section 10.4 Determination of Standard of Conduct. Except as provided in Section 10.3, any indemnification under this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 10.2, as determined by: (a) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (b) Approval or ratification by the affirmative vote of a Majority of Members entitled to vote represented at a duly held meeting of the Corporation at which a quorum is present or by the written consent of a Majority of Members entitled to vote. For purposes of determining the required quorum of any meeting of the Corporation called to approve or ratify indemnification of an agent and the vote or written consent required therefor, an agent who is a Member to be indemnified shall not be entitled to vote thereon; (c) The court in which such proceeding is or was pending, upon application made by the Corporation or the agent or the attorney or other persons rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation; or (d) Independent legal counsel in written opinion, engaged at the direction of a quorum of disinterested directors. Section 10.5 Advancing Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount, if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article. BYLAWS -12 Section 10.6 Extent and Limitations of Indemnifications. No indemnification or advance shall be made under this Article, except as provided in Section 10.3 or paragraph (c) of Section 10.4, in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the Board of Directors or Members or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. This Article shall create a right of indemnification for each agent referred to in this Article, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of this Article; and in the event of the death of such agent, whether before or after initiation of such proceeding, such right shall extend to such agent's legal representatives. In addition, to the maximum extent permitted by applicable law, the right of indemnification hereby given shall not be exclusive of or otherwise affect any other rights such agent may have to indemnification, whether by law or under any contract, insurance policy or otherwise. Section 10.7 Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article. ARTICLE 11 - MISCELLANEOUS Section 11.1 Checks, Drafts and Documents. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons, and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. Section 11.2 Execution of Documents. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have the power or authority to bind the Corporation by any contract or engagement or to pledge the Corporation's credit or to render the Corporation liable for any purpose or in any amount. Section 11.3 Inspection of Bylaws, Books and Records. The Corporation shall keep in the Corporation's office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Members at all reasonable times during office hours. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to BYLAWS -13 inspection by any member. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost. Section 11.4 Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of every year except that the first fiscal year shall begin on the date of incorporation. Section 11.5 Membership Book. The Corporation shall keep and maintain in the Corporation's office for the transaction of business a book containing the name and address of each Member. Termination or transfer of ownership of any Building Lot by an Owner shall be recorded in the books together with the date on which such ownership was transferred, and the new Owner shall be incorporated into the book in accordance with the provisions of the Declaration and the Articles of Incorporation. [END OF TEXT] BYLAWS -14 We, the undersigned, being the initial members of the Board of Directors and the duly elected Secretary of the Corporation do hereby certify that the foregoing Bylaws were duly adopted as the official Bylaws of the Corporation by unanimous consent of the Directors of the Corporation on the day of 20 IYLAWS -15