EVfiit Prepared by: W Christine F. Li, Esq. IUQEOIUD ADD) REEIHUN END: GREENBADM, ROWE, SMITH & DKVIS, LL? Attention: Christine 1? . Li, Esq. ' 9.0. Box 5600 Woodbridge, New Jersey 07095 RECORD/1NDRETURN TO: TITLEAMERICAAGENCYCORP. 573610.04 () ( \ Book12355 CFN#2006057025 ’ Page 1 of 155 Emergency Common Expense Assessment .................... . Entire Tract........................................... . Fair HousingAct.................,...................... . 55 or Over Housing.........................;........... . First Mortgage......................................... . Future Phases .......................................... . Governing Documents.............................. . ..... . Home................................................... . Institutional Lender................................... . Lease ..................................................10 Limited Common Expenses ................................10 Lot ....................................................10 Mmer ...............-.................................10 Memberin Good Standing................................10 Miscellaneous Assessments ..............................11 Mortgage ...............................................11 Mortgage Holder........................................11 Owner..................................................11 PermittedMortgage.....................................11 Permitted Resident .....................................12 Property...............................................12 Remedial Common Expense Assessment .....................12 Rules andRegulations..................................12 Section................................................13 Special Common Expense Assessments .....................13 -i wwmmwwwwmwmmp Hommmpwmpo ...-... HHPPHHHHHHHHPH 573610 . 04 Book12355 CFN#2006057025 Page 2 of 155 ARTKHJEHGENERAL DESCRIPTION OF THE ENTIRE TRACT....................13 2.01. TheEntireTract.......................... . ............13 2.02. Procedure For Making Additional Phases and Homes SubjectToTheDeclaration....................................... . 14 AIUHCLEIHPROPERTY SUBJECT TO THIS DECLARATION ..... .................14 3.01. The Community......................................... . 3.02. Submission of Other Improvements .............. .........15 AEUHCLEIVDESCRIPTION 0F HOMES AND RESPONSIBILITIES OF OWNERS ......................... . ........16 .... . -11 Book12355 CFN#2006057025 Page 3 of 155 7.05. Municipal Easements....................................34 7.06. UtilityEasements......................................35 7.07. EasementsofRecord....................................35 . ...35 ARTICLEVTHADMINIS'I‘RATION AND POWERS OF ATTORNEY . . . . ........... . 8.01. Administration.........................................35 8.02. Developer's Power of Attorney ..........................36 ................... 8.03. Association's Power of Attorney .... . 41 8.04. EligibleMortgageHolder’sPowerofAttorney...........42 ARJICLEIXRESTRICTIONS ..-.................. . 9.01. GeneralCovenantsandRestrictions.....................43 9.02. Restrictions on Leasing .......... . 9.03. RestrictionsonAlterationS'........................... . 9.04. Age Restrictions .......................................56 9.05. Rules and Regulations and Fines .................. . ARIWCUEXPROTECTIVE PROVISIONS FOR THE BENEFIT OF ELIGIBLE MORTGAGEHOLDERS ......... . .............. . .....51 10.01. General......... . ........ . ...............61 lined-Incl.. . 10.02. Notice to Eligible Mortgage Holders ....................62 10.03. Notice.................................................62 10.04. Prior written Approval of 51% of Eligible Mortgage Holders ...................................................63 10.05. Prior written Approval of 67% of Eligible Mortgage Holders ...................................................65 10.06. Notice of Non—material Amendment .......................65 10.07. Common Expense Lien Subordinate ........................65 10.08. maintenance and Inspection of Records'..................65 10.09. NoticeofMeetings.....................................66 10.10. LiabilityforCommonExpenseAssessments...............66 10.11. ManagementAgreements..................................66 10.12. CommonExpenseDefault...........................-.....67 ARTICLEXIDEVELOPER’S RIGHTS AND OBLIGATIONS ...................... . . 57 11.01. Ratification, Confirmation and Approval of Agreements ....................................................67 11.02. RightsReservedtoDeveloper...........................68 11.03. Transfer of Special Developer's Rights .................68 11.04. Liability of Transferor ............................... . 69 11.05. TransferofRightsRequested...........................70 11.06. Right to Incorporate Additional Sections and Homes Into Community.................'..............................70 11.07. Foreclosure. Bankruptcy, Receivership..................72 11.08. LiabilityofSuccessors................................72 11.09. Ineffectiveness ........................................74 ARTICLEXHGENERAL PROVISIONS............ . . .’.................... . . . . .74 12.01. Duration...............................................74 12.02. AmendmentofDeclaration.... . ..........................75 12.03. Enforcement........................ . ...................76 -iii 12.04. maintenance by Municipality ............................77 12.05. validity ...............................................78 waiver ..................................... . Gender and Number......................................78 12.08. Rule Against Perpetuities .......... . ...................78 Notice-Association...................................78 12.10. Conflict ...............................................79 Exhibits...............................................79 ..iv. Book12355 CFN#2006057025 Page 5 of 155 EXHIBIT A — EXHIBIT A~ l EXHIBIT B EXHIBIT B~ l EXHIBIT C EXHIBIT D EXHIBIT E I LIST OF EXHIBITS Legal (Metes and Bounds) Description of The Village Grande at English Mill Legal (Mates and Bounds) Description of Phase I Subdivision Plat for The Village Grands at English Mill Phase I Plan Certificate of Incorporation of The Village Grande at English Mill Homeowners Association. Inc. By—Laws of The Village Grands at English Mill Homeowners Association, Inc. Housing for Older Persons Act of 1995 ComplianceAffidavit _v 573610. 04 Book12355 CFN#2006057025 Page 6 of 155 Book12355 CFN#2006057025 Page 7 of 155 three hundred ninety—seven (397) residential lots (collectively, the “Homes” ) and certain Common Property, to be known as The Village Grande at English Mill (hereinafter the “Community" ) and as hereinafter defined; and WHEREAS, in order to establish and preserve the character of The Village Grands at English Mill as a high quality adult community, the Developer is desirous of imposing a general scheme of restrictions covering said 'lands and premises of the Community for the protection and benefiit of the Developer, its successors and assigns, the Community, and each and every owner of any and all portions thereof: WHEREAS, the Developer proposes to develop the Property in two (2) phases (hereinafter “Phases") ; WHEREAS, the first Phase (“Phase I" ) is intended to include or will include a total of two hundred fifty-three (253) Homes situated. with Phase I of the Community, together with certain parking areas, driveways, walkways, clubhouse, two (2) swimming pools, two (2) tennis courts, a bocci court, an artificial putting green, circuit training path and other improvements more particularly described on, Exhibit “A-1" and shown on the a plan entitled “Exhibit Plan for Phase I, Village Block 3302, Lots 10, 92-94, 96—101, Block 4001 Lots 2, 3, 8: 6, Egg Harbor Township, Atlantic County New Jersey” prepared by Consulting Engineer Services, Professional Engineers, Planners & Land Surveyors dated February '3, 2004 (the “Phase I Plan") , -2 573610.04 Book12355 CFN#2006057025 Page 9 of 155 i DEFINITIONS l.01.§§ger§l. The following words and terms, when used in this Declaration, the Certificate of Incorporation, the By-Laws and/or the Rules and Regulations shall have the following meanings, unless the context in which same are utilized clearly indicates otherwise. 1.02.“Affiliate" of the Developer shall mean and refer to any entity which controls, is controlled by, or is under common control with the Developer. An entity “controls" the Developer if the entity (i) is a general partner, officer, director, or employer of the Developer, (ii) directly or indirectly or acting in concert with one or more other entities, 573610.04 contributed more than twenty (20% ) percent of the capital of the entity. Control does not exist if the powers described in this section are held solely as security for an obligation and are not exercised. l.03.“Amendment and Supplement" to the Declaration shall mean and refer to the documentary supplementation to this instrument permitted and required by Section 11.06 of this Declaration to be recorded in the Office of the Atlantic County Clerk in order to incorporate into the Community additional Homes Community. Documents. -5.. . 573610.04 Book12355 CFN#2006057025 Page 11 of 155 such power or duty, right of approval or any other right has been delegated. l.07.“By-Laws" shall mean and refer to the By—Laws of the Association, a copy of which is attached hereto as Exhibit “D" , together with all future amendments and/or supplements thereto. I 1.08.“Capital Improvement Common Expense Assessment” shall mean and refer to those assessments imposed upon the Owner(s) as described in Section 6.11 of this Declaration. 1.09.“Certificate of Incorporation" shall mean and refer to the Certificate of Incorporation of the Association, a copy of which is attached hereto as Exhibit “C” , together with all future amendments and/or supplements thereto. 1.10.“Common Expenses" shall, subject to the provisions of Article VI hereof, mean and refer to all those expenses which -5 573610.04 Book12355 CFN#2006057025 Page 12 of 155 1.12.“Declaration” shall mean and refer to this instrument together with all future amendments and supplements hereto which are recorded in the office of the Atlantic County Clerk. by Article XI of this Declaration. -7 573610.04 Book12355 CFN#2006057025 Page 13 of 155 . given written notice to the Association in the manner provided in Section 10.02 of this Declaration of its desire to have notice of those matters which are the subject of Sections 10.01 through 10.04 and 10.07 of this Declaration. 1.16.“Emergency Common Empense Assessment" shall mean and refer to those assessments imposed. upon the Owner(s) as described in Section 6.09 of this Declaration. 1.17.“Entire Tract" shall mean and refer to the approximately 173.87 acres of land located in the Township of Egg Harbor, Atlantic County, New Jersey and more particularly described in Exhibit “A" attached hereto and made a part hereof. 1.18.“Fair Housing Act” shall mean and refer to Title VIII of the Civil Rights Act of 1968, as amended by the Fair ..3. . 573610.04 transmission facilities; landscaping: street‘ signs; drainage facilities; directional signs and monuments. Certificate of Incorporation; and By—Laws and Rules ‘and 5‘73610 .04 Book12355 CFN#2006057025 Page 15 of 155 1.27.“Lot” shall mean and refer to a legally subdivided residential building lot established upon a portion of the Entire Tract by the filing of a subdivision plat in the Atlantic County When the term “Lot” is used, unless the context Clerk's Office. clearly indicates a contrary intent, it shall be deemed to refer to and mean solely the unimproved land and shall not be deemed to refer to or mean the Dwelling erected or to be erected thereon and/or any other attendant and/or appurtenant improvements erected or to be erected thereon. 1.28.“Member" shall mean all those Owners who are members of the Association as provided in Article V of the Certificate of Incorporation. 1.29.“Member in Good Standing” shall mean and refer to any MEmber who has, at least thirty (30) days prior to the date fixed for any meeting, vote, or other Association action, fully paid all installments due for Common Expense Assessments made or levied against him and his Home by the Board, together with all interest, costs. attorneys' fees, penalties and other expenses, if any, chargeable to him and to his Home. -10 Book12355 CFN#2006057025 I Page 16 of 155 recorded instrument and underlying obligation giving rise to a 1.32.“Mortgage Holder" shall mean and refer to the holder of record of a Mortgage or one who insures or guarantees or 1.33.“Owner” shall mean and refer to those persons entities in whom record fee simple title to any Home is vested as shown in the records of the Office of the Atlantic County Clerk, including the Developer, unless the context expressly indicates otherwise, but, deSpite any applicable theory of mortgage, shall not mean or refer to any mortgagee or trustee under a deed of trust unless and until Such nmrtgagee or trustee has acquired title to any such Home pursuant to foreclosure proceedings or any proceeding in lieu of foreclosure, nor shall the term “Owner” refer to any lessee or tenant of an “Owner“ . l.34.“Permitted Mortgage” shall mean and refer to any Mortgage that is held by an Institutional Lender or which is a purchase money First Mortgage held by the Developer or by the Seller of a Home. It shall also include any other Mortgage, the lien of which, by the express terms of the Mortgage, is subordinate to any and all existing or future Common Expense liens inmosed against a Home by the Association. Any construction, permanent or other mortgage placed or assumed by ‘ ~11— Book12355 CFN#2006057025 Page 17 of 155 1.35.“Permitted Resident” shall mean and refer to any downer or tenant, together with all family members of such Owner or tenant, and other persons permanently residing with such Owner or tenant but only ifi (i) all such persons have complied with all of the procedures, restrictions, rules, regulations, by-laws, covenants and conditions, both procedural and substantive, intended to enable the Developer and the Association to maintain the Community's character as “55 or Over Housing" for older persons; and (ii) no child under the age of 19 is residing or is intended to reside with such member or tenant. 1.36.“Property” shall mean and refer to the land and premises described and shown in Exhibits “A” and “B" respectively, together with land and premises shown on any final subdivision plats within the Entire Tract which may hereafter be lawfully subjected to the provisions of this Declaration or by any Amendment and Supplement hereto, pursuant to Section 2.02 ‘hereof. 1.37.“Remedial Common. Expense .Assessment" shall mean and refer to those assessments imposed. upon .the Owner(s) as described in Section 6.14 of this Declaration. l.38.“Rules and Regulations” shall mean and refer to thosa rules and regulations of the Association to be promulgated, -12 adopted, and. published. by the Association, together with all l.39.“Section” shall mean and refer to a portion of the Property within the Entire Tract or Property which the Developer has determined to develop as an independent legal phase and which has been established by the recordation of the Declaration or an l.40.“Special Common Expense Assessments" shall mean- and refer to those assessments imposed. upon the Owner(s) as described in Section 6.10 of this Declaration. ARTICLE II GENERAL DESCRIPTION OF THE ENTIRE TRACT 2.01.The Entire Tract. The Entire Tract includes the lands described in Exhibit “A” aforesaid consisting of approximately 173.87 acres, as shown on Exhibit "B" of the Declaration, and anvuture Section(s) to be subjected to the Declaration at the sole discretion of the Developer. . The Entire Tract is located on Mill Road (County Route 662) in the Township of Egg Harbor. Atlantic County, New Jersey, and is planned to ultimately include a total of up to three hundred ninety~seven (397) Homes. Phase I encompasses approximately 93.18 acres and is located in the southwestern portion of the Entire Tract. TWO hundred fifty-three (253) Homes are planned to be constructed in Phase I. Recreational facilities planned for Phase i will include an approximately 10,000 square foot clubhouse with an -13. . 573610.04 Book12355 CFN#2006057025 Page 19 of 155 indoor lap pool, two tennis courts, one outdoor swimming pool, one (1) artificial putting green, and one (1) bocci ball court. 2.02.Procedure For makino Additional Phases and Homég gubject To The Declaration. The Developer may make additional Sections, Homes and other attendant site improvements within the Entire Tract subject to the Declaration by recording an Amendment and Supplement to the Declaration in the Atlantic County Clerk’s office, pursuant to Section 11.06 of this Declaration. Such Amendment and Supplement may contain such complementary or supplemental additions and nwdifications of the covenants and restrictions contained in this Declaration and such. other complementary and supplemental provisions as the Developer deems necessary. ARTICLE III PROPERTY SUBJECT TO THIS DECLARATION 3.01.The Community. Upon the recordation of this Declaration, the Community shall consist of all of the unimproved land legally described and graphically depicted, respectively, in Exhibits “A” and “E” hereof, consisting of approximately 153.87 acres, along with all improvements now in existence or hereafter constructed upon that portion of the aforesaid land identified as Phase I, as legally described on Exhibit “A—l” and/or graphically depicted on Exhibit “B~1" , which property shall be held, transferred, sold, conveyed, leased and occupied subject to this Declaration and all amendments or supplements thereto. -14 573610.04 Book12355 CFN#2006057025 Page 20 of 155 3.02.83bmission of Other improvements. The Developer hereby reserves the right, without obligating itself, to develop all or less than all of the Entire Tract not within Phase I by constructing thereon additional Homes along with attendant site improvements and to incorporate such additional improvements as part of the Community as one or more Sections of same, such full development, as presently proposed, being graphically depicted on Exhibit “B" . The incorporation of the aforesaid additional Homes and other improvements as part of the Community shall be by the recording of one or more Amendments and Supplements to this Declaration in the Atlantic County Clerk's Office pursuant to Sections 2.02 and 11.06 of this Declaration. All Homes and other improvements incorporated as herein provided as part of the Community shall be deemed a part of the Community and all references to the Community in this Declaration, the Certificate of Incorporation and/or the By—Laws shall be understood to include such Homes and other improvements once same are incorporated. _ The right, but not the obligation, of the Developer to subject to this Declaration additional improvements within the Community by way of an Amendment and Supplement to the Declaration duly recorded in the Office of the Atlantic County Clerk shall be without need for or obligation to obtain the consent of the Association, any Home Owner, Eligible or Permitted Mortgage Holder, Institutional Lender, or any other party. 3.03.Title to Common Property. Developer may retain the legal title to the whole or portions of the Common Property until -15 573610.04 Book12355 CFN#2006057025 . Page 21 of 155 Supplements to the Declaration. 4.02.0wner's Covenant. Every owner. by the acceptance devisee or heir, covenants to every other Owner, and the Association that he will not permit his Home (the Lot, the Dwelling and any other Lot improvements) to be maintained other than in a first—class state of repair and in a neat, safe and attractive condition. The foregoing covenant shall not be deemed to transfer any responsibilities relative to the Home that are expressly made the obligation of the Association pursuant to the Governing Documents. I 4.03.0wner's Responsibilities. In addition to such other duties, responsibilities and obligations charged to an -15 573610.04 Owner by the Governing Documents, each Owner shall be responsible for and shall promptly perform and/or furnish, at his own expense, all of the cleaning, maintenance, repairs and replacements for his Home (i.e. the bob. the Dwelling and other Lot improvements) other than those which are made the express responsibility of the Association pursuant to. Section 6.07 of this Article VI. Owners shall discharge this responsibility promptly, consistently and in such a manner as is consistent with the covenant in Section 4.03 of this Article IV. An Owner’s responsibilities shall include, by way of example but not. by way of limitation, the following: A. all cleaning, painting and/or staining, maintenance, repair and/or replacement of the Dwelling or portions thereof, interior and exterior, including, but not limited to, the siding, windows, doors, balconies, patios, porches, stoops, steps, roofs, chimneys, flues, etc. ; B. all cleaning, painting and/or staining, maintenance, repair and/or replacement of any improvements in addition to the Dwelling that are established within the Lot, including, but not limited to, sidewalks, walkways and driveways; C. snow clearing from any surface within the Lot other than from the driveway and walkway originally established by the Developer within the Lot and serving the Home which shall be the responsibility of the -17 573610.04 Book12355 CFN#2006057025 Page 23 of 155 6.07 of Article VI. Further, Owners are responsible ‘ on their Lots. An Owner's responsibility for cleaning, painting and/or staining, maintenance, repair, replacement and snow clearing for his Home as aforesaid is hereby expressly declared to include an obligation: (i) to effectuate such cleaning, painting and/or staining, maintenance. repair, replacement and snow clearing in such a manner as to maintain architectural, visnal and aesthetic harmony amongst the Homes; (ii) to utilize materials of a quality at least equivalent to the quality of those materials being maintained, repaired. or replaced; and (iii) to have all such cleaning, painting and/or staining, maintenance, repair, 573610.04 -13 Book12355 CFN#2006057025 Page 24 of 155 replacement and snow clearing effectuated in a good and workmanlike manner, in accordance with all applicable laws and in such a manner as to minimize inconvenience to the Association and to other Owners. The Board of Trustees of the Association is empowered to promulgate, adopt, publish, amend and enforce such Rules and Regulations as it, in its sole and absolute discretion, deems appropriate relative to the obligations of an Owner pursuant to this Section 4.03, including, but not limited to, Rules and Regulation specifying: (a) procedures for pre—approval of materials, styles, colors, designs, etc. ; and (b) schedules of frequency and standards for cleaning, painting and/or staining, maintaining, repairing, replacing and snow clearing. ARTICLE V MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION 5.0l.Membership. The Membership of the Association shall be comprised of two classes: (a) Members: Every Owner of a Home other than Developer, whose Home is located within the Entire Tract, shall be a Member of the Association. (b) Developer: For so long as Developer owns Lots within the Entire Tract, Developer shall be a member of the Association. ARTICLE VI ASSESSMENTS 6.0l.Covenant to Pay Assessments. Every Member, by acceptance of a deed or other conveyance of a Home, whether or -19 573610.04 Book12355 CFN#2006057025 . Page 25 of 155 -20 6.03.Due Dates 9f Annual Common Egpense Assessment. Annual Common Expense Assessments shall be made for a yearly period to be determined by the Board of Trustees and shall be payable in advance in monthly installments due upon the first day of each month or in such other installments and upon such other due dates as it may establish. Except as otherwise provided by Section 6.02, upon the conveyance of title to a Home, the portion of the then current Annual Common Expense Assessment payable by the new Owner shall be an amount which bears the same relationship to the Annual Common Expense Assessment as the remaining number of months in the then current annual assessment period bears to twelve. Such first annual assessmentor portion thereof for which a new Owner is liable shall be immediately due upon the acquisition of title by the purchaser. 6.04.Annual Common Efiense Assessment Not Made. After the Developer turns over control of the Board to Owners, if an Annual Common Expense Assessment is not made as required, an -21 Book12355 CFN#2006057025 Page 27 of 155 each according to the names of the Owners. This list shall be kept in the office of the Association or its managing agent and shall be open to inspection upon the request of any Owner. written notice of the Annual Common Expense Assessments shall be sent by mail or delivered to every Owner, as more particularly described in Article VII of the By—Laws. -22— 6.07.Use of Annual Common Expense Assessments. The Board of Trustees may do all that it is legally entitled to do and shall be obligated to discharge its duties including, but not limited to, those set forth at Article VI of the By-Laws of the Association, which appear as Exhibit “D" to this Declaration. The responsibilities of the Association shall include arrangements for the maintenance and/or repair of the drainage and detention or retention facilities established within the Common Property. In furtherance of discharging its obligations, the Annual Common Expense Assessments levied by the Board of Trustees shall be used exclusively for promoting the health, safety, pleasure and welfare of the Members of the Association, including, but without limitation, expenditures, maintenance, replacement and repair for the following: security; Clubhouse; recreation area lighting and refuse collection; snow clearing from parking areas, driveways and walkways, including snow clearing from the -23. . 573610.04 Book12355 CFN#2006057025 Page 29 of 155 -24 sole and absolute discretion of the Board of Trustees of the Association. Within thirty (30) days of any Emergency Common Expense Assessment the Board shall memorialize, by written resolution, the factual basis for the Emergency Common Expense Assessment. 6.10.§pecial gommon Expense Assessmen , In addition to the other assessments authorized herein, in any assessment year after title to the last Home in the Community has been conveyed by the Developer, the Board of Trustees may levy a Special Common Expense Assessment to defray in whole or in part the cost of any unexpected reconstruction, repair or replacement of an existing capital improvement to the Common Property not determined by the Board of Trustees to constitute an emergent or immediate need, but for which funds held in reserve are inadequate, or for any other lawful purpose. 6.11.Special Assessments for Damages, Violations and Failures of Owners. If any Owner or his guest, tenant, invites, occupant or household pet causes damage to the Common Property which necessitates repair thereto or fails to maintain anything for which maintenance is his responsibility, or if the Association is required to expend monies to remedy any violations of the covenants and restrictions herein stated or in the published Rules and Regulations of the Association, then the Board of Trustees may impose a Special Assessment upon the Owner involved for the cost of performing such repairs or maintenance' or for remedying such violations, including reasonable attorney's fees, as the case may be. Such Special Assessment shall -25573610.04 Book12355 CFN#2006057025 Page 31 of 155 acquiring real or personal property or constructing a new capital improvement; provided. however, that Such an assessment cannot be made against the Developer without its written consent. If, during any assessment year, a Capital Improvement Common Expense Assessment, together with all other Capital Improvement Common Expense Assessments for the assessment year, exceeds in the aggregate the sum of $25,000.00 increased by the percentage of increase in the Consumer Price Index for all Urban Consumers since 2004, it shall receive the assent of two thirds (2/3) in interest of the affected Members in Good Standing. This vote Shall be taken at a meeting duly called for this purpose. written notice of such a nesting, stating the purpose of the meeting, shall be sent to all Owners not less than thirty (30) days in advance. The due date(s) of any Capital Improvement Common Expense Assessment, or any installment(s) thereof, shall be fixed in the resolution authorizing the Capital Improvement Common Expense Assessment. -25 Book12355 CFN#2006057025 Page32of155 6.13.3xemption from Capital Imprgyement Common Expense Assessments. Despite anything to the contrary herein. neither the Developer nor any holder of a Permitted Mbrtgage shall be required to pay any assessments for capital improvements, whether by" way of regular, special, capital improvement or any other assessment. This provision may not be amended without the written consent of Developer and. every' holder of a Permitted lflDJTtSIEéJe. 6.14.Remedial Common Expense Assessment. In addition to the other assessments herein authorized, the Board of Trustees of the Association may levy a Remedial Common Expense Assessment against any individual Member whenever required or permitted to _27_ 573610.04 Book12355 CFN#2006057025 Page 33 of 155 be apportioned equally among all Homes with such frequency as the Board, in its sole and absolute disaretion, deems necessary to pay such real estate tax estimates or assessments in a timely fashion. 6.16.Miscellaneous Assessments. Any and all fines, late charges, costs of collection (including reasonable attorneys' fees) , interest on unpaid assessments, capital contributions, membership fees, escrow deposits or other sums required to be paid to the Association by an Owner pursuant to the provisions of the Governing Documents ior duly adopted resolution of the Board of Trustees shall be deemed Common Expense Assessments which each Owner has covenanted for and agreed to pay according to the provisions of Section 6.01 and for which each Owner is liable according to the provisions of Section 6.02 and shall be collectible by the Association in the same manner as other Common Expense Assessments pursuant to the provisions hereof. 6.17.gertificate of Payment. The Association shall, within ten (10) days after receipt of the written request of any Owner, Purchaser of any Home or Mortgage Holder for any Home furnish to such Owner, Purchaser or Mortgage Holder, a certificate, in writing and signed by ' an officer of the -23 573610. 04 Book12355 CFN#2006057025 Page 34 of 155 Association, setting forth whether or not such assessment, fine or other charge, which would constitute a continuing lien against the Home pursuant to Section 6.02, has been paid. Except as to an Owner requesting such a certificate for a Home that he owns, such certificate shall constitute conclusive evidence of the payment of any assessment(s) therein stated to have been paid. 6.18.1nterest in Common Surplus. Any common surplus of the Association resulting from an excess of income over expenses may be allocated among the Mmers in the same manner as those expenses were assessed or the Board may, in its sole discretion, carry the surplus into the following fiscal year. Any common surplus of the Association resulting from the distribution of proceeds of liquidation of assets of the Association shall be allocated among the members of the Association, including the Developer, according to their relative “29 573610.04 Book12355 CFN#2006057025 Page 35 of 155 EASEMENTS 7.01.933g;_§§§§g§g§§ . Every Owner, his successors and assigns, shall have the following perpetual easements with respect to the Property, which shall be for the benefit of all owners, leasees and occupants of Homes in the Entire Tract, their licensees and their invitees: A. An 'exclusive easement for the existence and continuance of any encroachment by his Home upon any portion of the Property of an adjacent Home. new existing or which. may come into existence hereafter as a result of construction, reconstruction, repair, shifting. settlement or movement of any portion of a Home, or as a result of condemnation or eminent domain proceedings, so that any such encroachment may remain undisturbed so long as the Home stands; B. An exclusive easement in, upon, under, over, across and through the adjacent Lot for the -30573610.04 Book12355 CFN#2006057025 Page 36 of 155 installation, maintenance and repair of any improvements to the Home as a result of the location of the Dwelling on the lot line of the adjacent Lot. C. A non—exclusive easement for ingress to and egress from his Home in, upon, under, over, across and through the Common Property; D. A perpetual and non—exclusive easement for access to and enjoyment of any facilities which may be constructed on the Common Property subject to such restrictions and/or limitations established herein' or by the Board of Trustees, provided, however, that the use of such easement may be denied by the Board during any period when the Owner’s in good standing. respect to the Property: 573610 . 04 Book12355 CFN#2006057025 Page 37 of 155 the time; Property for surface water runoff and drainage caused by natural forces and elements, grading or individual Owner shall directly or indirectly interfere with or alter the drainage and runoff patterns and systems within the Property; and A specific easement in favor of the Developer, its successor and assigns, its agents, servants and licensees, for purposes incidental to the development and the construction and marketing of -32” 573610. 04 Book12355 the Entire Tract including, but not limited to the repair and maintenance of drainage improvements and utility systems serving the Entire Tract. Said easement shall be in favor of the Developer, its successors and assigns; provided, however, that such easement shall expire two (2) years after the Developer, 'in the ordinary course of business, conveys the last Home in the Community to an individual or entity other than Developer. 7.03.Association Easements. The Common Property shall also be subject to the following perpetual easements for the benefit of the Association: A. An exclusive easement for the maintenance of the Common Property, lawn neintenance for individual Homes, and snow clearing from Developer installed walkways, sidewalks and driveways on the Lots; and B. The Board of Trustees or any manager or managing agent, or their respective agents or employees, shall have the perpetual and non-exclusive right of access to each Home: (i) to inspect same in connection with the performance of its responsibilities under the Governing Documents but only when necessary to protect other Homes or the Common Property, (ii) to remedy any violations of law and/or the provisions of the Governing Documents, and (iii) to perfornt any operations required in connection with the maintenance, -33573610.04 Book12355 CFN#2006057025 Page 39 of 155 repair and/or replacement of or to the Common Property or any equipment, facilities or fixtures. affecting or serving other Home(s) or the Common Property provided that a request for entry is made in advance and that any such entry is at a time reasonably convenient to the Owner. In case of an emergency, such right of entry shall be immediate, whether the Owner is notified in advance or present at the time. 7.04.Pemitted Mortgage Hglger Easements. Any holder of a Permitted Mortgage, its officers, agents and employees, shall have a blanket, perpetual and non-exclusive easement to enter the Entire Tract and to inspect the condition of the Common Property or Homes encumbered by a mortgage owned by it. This right shall be exercised only during reasonable daylight hours and then, whenever practicable, only after advance written notice to and with the permission of the Board of Trustees and the Owner(s) in question. 7.05.;flgnicipal Easements. The Property is subject to a blanket, perpetual and nonexclusive easement of unobstructed ingress to and egress from, access to and travel within, upon, over, under, across and through the Community to the Township of Egg Harbor, its respective officers, agents and employees (but not the public in general) , and all police, fire and ambulance personnel in the proper perfomance of their respective duties (including but not limited to emergency or other necessary maintenance, repair and/or replacement to a Home which the Owner -34 573610.04 has failed to perform) ; for emergency or other necessary maintenance, repair and/or replacement of the Common Property ‘which the Association has failed to perform. Except in the event of emergencies, the rights accompanying the easements provided for herein shall be exercised only during reasonable daylight hours and then, whenever practicable, only after advance notice to and with pernussion of the Owner(s) directly affected thereby. 7.06.Utility Easements. The Property is subject to a blanket, perpetual and non—exclusive easement of unobstructed ingress to and egress from, access to and travel within, upon, over, under, across and through the Property for the purpose of reading, . servicing or repairing utility lines and to do everything and anything else necessary' in order to properly maintain and furnish utility service to the Entire Tract, which easement shall be for the benefit of any duly authorized governmental agency, utility company or other entity furnishing utility service, including those providing master cable, ”television or electronic security service to the Property. recorded subdivision plat. -35 573610.04 Book12355 CFN#2006057025 Page 41 of 155 -35 Book12355 CFN#2006057025 Page 42 of 155 Documents, and other instrument(s) necessary to‘ effect the foregoing, together with any Amendment and Supplement to the Declaration contemplated by Section 2.02 hereof, subject to the limitations set forth herein. Under Article VIII of the Declaration, the Developer and the Association are given the right to amend the Governing Documents, without the consent of the Owners, under certain circumstances. This right is called a power of attorney and is granted to the Developer and the Association by each Owner when he accepts the deed to his Home. This power of attorney may only be exercised if' an amendment is required‘ (i) by law or any' governmental agency; (ii) by any title insurance company insuring any portion of the Community at the Developer’s request; and (iii) by any Eligible Mortgage Holder providing' mortgage loans to Owners. However, the written consent of an affected Owner must be obtained first if the amendment increases the financial obligations of an Owner or reserves special or additional privileges for the Developer. The Developer has the right to power of attorney can only be exercised by the Association. way of description and not limitation: i37_ 573610.04 Book12355 CFN#2006057025 -Page 43 of 155 purposes; or to convey or assign such easements to the appropriate governmental authority, utility agency or company, title insurance company or as otherwise (iii) Use of Easements. To permit the Developer, its agents, Affiliates, employees or subcontractors to utilize easements, roads, drainage facilities, utility lines and the like within or servicing the Community; (iv) Surrender of Developer's Rights. To surrender or modify the Developer's rights in favor of the Homeowners or Association, or their respective mortgagees. (v) Technigal Changes. To correct, supplement or provide technical changes to the Declaration, By~Laws or other documents that create or implement the creation of the Community or Association. —38 573510.04 (vi) Miscellaneous Changes. To amend the Declaration, Jay—Laws or other documents that create or implement the creation of the Declaration or the Association to qualify the Community for programs and -39 573610 . 04 Book12355 CFN#2006057025 Page 45 of 155 supplement or other instrument which adversely affects the value of any HOme, or increases the financial obligations of the Owner by more than ten (10% ) percent of his then current annual [Common Expense Assessment, or reserves any additional or special privileges for the Developer not previously reserved, shall be made without the prior written consent of the affected Owner(s) and all owners of any mortgage(s) encumbering the affected Home(s) . Any such agreement, document, -40 573610 .04 amendment or supplement or other document which adversely affects the priority or validity of any nwrtgage which encumbers any Heme shall not be owners of all such mortgages. -41 57361 O.O4 Book12355 'CFN#2006057025 Page 47 of 155 The power of attorney aforesaid is expressly declared and acknowledged to be coupled with an interest in the subject matter hereof and the same shall run with the title to any and all Homes and be binding upon the heirs, personal representatives, successors and assigns of any of the foregoing parties. Further. this power of attorney shall not be affected by the death or disability of any principal and is intended to deliver all right, title and interest of the principal in and to said power. 8.04.Eligible Mortgage Holder's Power of Attorney. In the event that the Association fails to institute enforcement proceedings for the collection of delinquent Common Expense -42 573610.04 Assessments, as provided in Article VII of the By—Laws, then any Eligible Mortgage Holder for any Home as to which there Shall be a delinquent Common Expense Assessment is hereby' irrevocably granted standing and a power of attorney to institute an appropriate action and to invoke such other remedies otherwise available to the Association in the name of and on behalf of the Association. This power of attorney is expressly stipulated to be coupled with an interest in the subject matter. ARTICLE IX RESTRICTIONS 9.01.General Covenants and Restrictions. The Entire Tract is subject to all covenants, restrictions and easements of record and to the following restrictions and covenants, all of which shall be perpetual in nature and run with the land: A. The Common Property shall be used only for the furnishing of the services and facilities for which they are reasonably intended and suited and which are incident to the use and occupancy of the Homes. B. No Owner shall have the right to mortgage or encumber his Home, unless such umrtgage or encumbrance is e1 Permitted Mortgage. No other mortgages or encumbrances shall be permitted without the prior written approval of the Board of Trustees. C. No Home, except those Homes utilized by the Developer as sales offices, administrative offices -43 573510.04 Book12355 CFN#2006057025 Page 49 of 155 Book12355 E. No portion of the Entire Tract shall be used or maintained for the dumping of rubbish or debris. Trash, garbage and other waste shall be disposed of in containers approved by the Board of Trustees. Owners shall comply with any and all recycling regulations that are developed by the Board of Trustees. -45 573610.04 Book12355 CFN#2006057025 Page 51 of 155 Nothing shall be done or stored in any Home or in or upon the Common Property which will increase the rates of insurance of any Home or for the Entire Tract or the contents thereof or which will result in the cancellation of insurance on any Home or the contents thereof or which will be in violation of any law. Nothing shall be done in or to any Home or on, in or to the Common Property which Will impair the structural integrity of any' Home or which will structurally change any Home. In addition, no Owner shall have the right to paint, decorate or otherwise change the appearance of the exterior of his Home, or any portion of the Common Property without the prior written consent of the Board of Trustees. No Owner shall cause or permit any clotheslines, poles or clothes trees, clothes, sheets, blankets or laundry of any kind or other articles to be hung or displayed on the outside of windows or placed on the outside windowsills, walls, patio, deck or balconies of any Home, or other outside area of the Common Property. No noxious, immoral, improper, offensive or unlawful activity shall be carried on in or upon the Common Property or in any Home, nor shall anything be done therein either willfully or -46 573610 . 04 Book12355 negligently which may be or become an annoyance or nuisance to other Owners anywhere within the Entire Tract. All laws, zoning ordinances and regulations of all governmental bodies having jurisdiction over the Entire Tract shall be observed. M. Each Owner shall keep his Home in a good state of preservation and cleanliness. N. The construction of any deck, patio or porch shall require the prior approval of the Association and shall be in compliance with all governmental requirements. Said deck, patio or porch shall not be used for storage purposes including, but not limited to, the storage of major appliances, auto parts, storage containers or bicycles. The use of barbecues and/or other types of cooking apparatus are prohibited, except as may be permitted under applicable State and nmnicipal laws, regulations and ordinances. 0. Nb Owner shall install any floodlights on the exterior of a Home without the prior written consent of the Board of Trustees. guard dogs) and cats not to exceed in the aggregate two per Home may be kept in Homes, -47_ 57361.0.04 Book12355 CFN#2006057025 Page 53 of 155 provided, however, they are not kept, bred or maintained for any commercial purposes. are housed petwithin the Home and the Owner having such abides by all applicable Rules and Regulations. No outside pens, runs or yards shall be permitted. Q. No commercial vans or trucks, which shall be deemed to include any vehicle bearing commercial signs, lettering or equipment, may park overnight on the Common Property or any Lot, except within a garage, and no vehicles over 20 feet in length, boats, trailers, campers, recreation vehicles, mobile homes, or recreational vehicles may be parked on any part of the Property except (i) in areas designated or to be designated by the Developer; (ii) for those vehicles temporarily on the Property solely for' purposes of loading or unloading“ or for servicing the Common Property itself or one of the Homes; and (iii) this restriction shall not apply to DevelOper, its employees, agents, contractors and servants. The Board of Trustees, through the promulgation, adoption and publication of Rules and Regulations, may and is hereby empowered to further define those vehicles that are prohibited from parking on the Property. R. No servicing or maintenance of any vehicle, boat or other item of personal property shall be -43573610.04 performed anywhere on the Entire Tract, including Garage doors shall be kept closed at all times when a vehicle(s) or person(s) is not entering or leaving the garage. Draperies, blinds or curtains must be installed by each Owner on all windows of his Home and must be maintained. in said ‘Nindows at all times except where the prior written consent of the Board of Trustees is obtained. No sign or signs shall be placed on any part of the Entire Tract advertising the Property for sale, rent or lease, or for any other purpose whatsoever except as provided in this Declaration. No sign of any type visible from the exterior of a Home shall be placed on the window surface of any Home, except by the Developer for marketing purposes during the ordinary course of business. In order to provide an orderly procedure in the case of title transfers, and to assist in the maintenance of a current, up to date roster of Owners, each Owner shall give the Secretary of the Association timely notice of his intent to list his Home for sale, and upon closing of title shall forthwith notify such Secretary of the names and home addresses of the purchasers. -49 573510.04 Book12355 CFN#2006057025 Page 55 of 155 Beard of Trustees. Satellite dishes are allowed, subject to Board approval, if they are no larger than one meter in diameter and located in a location that will not interfere with the enjoyment of adjoining owners. Y. No vehicles shall be parked adjacent to or in any location which impedes access to any mailbox. Z. No 'fences or sheds of any kind shall be constructed or placed anywhere on the Entire Tract. AA. An Owner may add planting beds, shrubs, and trees with the submission of a landscape plan to and the written approval of the Board; however, the planting of annuals shall not require the approval of the Board. The Owner of the Home shall be responsible for the maintenance of any approved plantings. No Owner shall remove any planting -50573610.04 Book12355 CFN#2006057025 . Page 56 of 155 installed by the Developer within the Common Property. The planting of fruits and vegetables is prohibited. The installation, maintenance and removal of permitted plantings shall be subject to the rules and regulations of the Association. BB. The Home and the Common Property shall be subject to all .applicable federal, state and. municipal laws. statutes. regulations and ordinances. None of the restrictions contained herein shall be construed to prohibit the reasonable adaptation of any Home for use by any eligible person pursuant to any applicable State and/or Federal law establishing such rights for the physically challenged, disabled and/or handicapped. Nothing shall be done to any Home or on or in the Entire Tract which will impair the structural integrity of any Home or which will structurally change any Home. 9.02.33gtrictions on Legging. No Owner other than the Developer shall lease or enter into_an arrangement for use and/or occupancy of a Home for a term or period of less than three (3) months or more than one (1) year (except in the event of a lender in possession of a Home following a default in a First Mortgage, a foreclosure proceeding or a deed or other arrangement in lieu of foreclosure) . Furthermore, no Owner shall permit the use and/or occupancy of a Home for transient or hotel purposes, which shall be defined as any rental or other arrangement for use and/or occupancy where the users or occupants of the Home are provided customary hotel services such as room service for food -51 Book12355 CFN#2006057025 Page 57 of 155 the Association all rents due under the lease in the event of any delinquency in the payment of Common Expenses or other charges due and payable to the Association for more than thirty (30) days, including authorization for the tenant to pay such rents directly to the Association to the extent that such Common Expenses and other charges are due and payable to the Association with respect to the Home. moreover, no lease or occupancy of a Home shall be permitted. unless a true copy of the lease is furnished in advance to the Association, together with the current address and 'phone numbers of both the Owner and the lessee. In addition, the Owner of the Home shall not have the right to utilize the Common Property during any period that said Home is rented. Every lease must also expressly state that the -52 an eviction, ejectment or other appropriate action against the tenant, user or occupant on account of such violation. Such action shall not be compromised or settled. without the prior written consent of the Association. In the event the Owner fails to fulfil% the foregoing obligations, the Association shall have the righti but not the duty, to institute and prosecute such action asiattorney—in-fact for the Owner and at the Owner's sole cost and expense, including all legal fees incurred. Such costs and expenses shall be due and payable upon demand by the Association as a Remedial Common Expense Assessment and shall be deemed to tonstitute a lien on the particular Home involved. The collection thereof may be enforced by the Board of Trustees in -53; Book12355 CFN#2006057025 Page 59 of 155 the same manner as the Board of Trustees is entitled to enforce collection of other Remedial Common Expense Assessments. By execution of a deed to any Home conveyed by the Developer or by the acceptance of a deed to any Home conveyed by an Owner other than the Developer, each Owner does thereby automatically and irrevocably name, constitute, appoint and confirm the Board of Trustees as his attorney—in~fact for the purposes described in Each Owner declares and acknowledges that this this Section. power of attorney is coupled with an interest in the subject matter and shall be deemed to run with title to the Home. In spite of anything to the contrary in this Section 9.02, all leasing or other arrangement for the use and/or occupancy for a Home shall satisfy the requirements of Section 9.04. Provided that the lease or other arrangement for use and/or occupancy of a Home otherwise complies with Section 9.04 of this Declaration, the restrictions on the length of the term of the leasing or other arrangement for use and/or occupancy of a Home shall not apply to any arrangement between (a) a parent and child} or (b) siblings. 9.03.Restrictiog § on Alterations. No Owner (other than the Developer) may make any structural additions, alterations or improvements in or to his Home or upon or to the Common Property, or impair any easement of record or referred to in this Declaration without the prior written consent of the Board of Trustees. No additional changes are permitted to the Home unless permitted by the zoning ordinances of the Township of Egg Harbor -54. } 573610. 04 Book12355 CFN#2006057025' Page 60 of 155 or. in order to make the Home handicapped accessible under applicable law. Despite the foregoing, while the Developer maintains a majority on the Board of Trustees, it shall make no additions, alterations, improvements or purchases which would necessitate a Special Common Expense Assessment unless necessitated by emergency or required By a governmental agency, title insurance company, or Institutional Lender. The Architectural Control Committee, if established by the Board of Trustees. shall have the obligation. to answer any written requests received by it from a Owner for approval of a proposed structural addition, alteration or improvement in or to his Home within seventy~fivet75) days (or one hundred and twenty (120) days for so long as the Board is controlled by the so within the stipulated time shall constitute an approval of the -55 573610.04 Book12355 CFN#2006057025' Page 61 0f155 -56.. . be fifty—five (55) years of age or older. However, in the event the aforesaid. restrictions are subsequently amended. by court order or otherwise to permit additional classes of residents, the Association reserves the. right to permit residency by such persons as shall be required. Despite anything to the contrary in the Declaration or By—Laws, no Home may be occupied by any child under the age of 19 years unless, despite anything to the contrary, such person is a handicapped dependent protected by the Fair Housing Act. Exceptions to the foregoing age restrictions may be granted in particular cases by the Developer or the Association, in accordance with Section 9.04C. C. Approval Procedures. (i) It shall be the duty of the Developer, in connection with the initial occupancy of Homes, and of the Association as to all subsequent occupancy of Homes, to enforce the Declaration and this Article Ix so that at all times the -57 Book12355 CFN#20060570251 Page 63 of 155 -59 Book12355 CFN#2006057025' Page 64 of 155 decisions of the Board after the hearing shall, as with the initial decision, be set forth in writing. The Board must render said decision in writing within five (5) days of the scheduled (iv) Upon receipt of any application for the transfer, sale, gift, grant, occupancy, or rental of any Heme, the Board Shall: (a) Obtain verification of age of all proposed residents of the Home, such verification to consist of copies of driver's licenses, birth certificates, or similar recognized substantiation. No approval shall be granted, and no application shall be deemed complete, unless and until all prOposed residents shall have submitted age verification as contemplated by this subparagraph. ' (b) If the proposed residents of the Home meet the restrictions of Section 9.04 B (i.e. , at least one member of a couple is over the age of 55 years, or one adult is under 55 years if the presence of such person is essential to the physical -59 Book12355 I CFN#2006057025‘ Page 65 of 155 authority to approve and shall not approve any application if: 1. any proposed resident child is under the age of 19 years; or 2. to approve the application would cause or threaten to cause the Community to have less than 80% of its Homes occupied by at least one person over the age of 55 years, or otherwise to fail to continue to qualify for the “55 or Over HouSing" for older persons exemption under the Fair Housing Act. (v) The Board shall be obligated to conduct an occupancy survey every two years as required by 24 CPR Section 100.37 in order to qualify for the “55 or Over Housing” for older persons exemption under the Housing for Older Persons Act of 1995 (U.S.C.A. Section 3607) . A form of Compliance Affidavit appears as Exhibit E to this Declaration. -60. . 573610.04 ' Book12355 CFN#2006057025. Page 66 of 155 9.05.Rules and Regplgtions and zines. The Board of Trustees is hereby empowered to promulgate, adopt and publish such Rules and Regulations as may be necessary to carry out the intent of the restrictions established in Sections 9.01 to 9.04 of this Declaration and shall have the right to bring law suits suffered by the Developer as a result of such action to enforce the Rules and Regulations so established. Without limiting the foregoing, to the extent that New Jersey law may permit, the Architectural Control Committee or the Board, whichever is applicable, shall further have the right to levy fines for violations of the Governing Documents, provided that the fine for a single violation may not, under any circumstances, exceed the maximum amount permitted by law. Each day that a violation continues after receipt of notice by the Owner may be considered a separate violation. Any fine so levied shall be considered as a Remedial Common Expense Assessment to be levied against the particular Owner involved, and collection may be enforced by the Board of Trustees in the same manner as the Board is entitled to enforce collection of other Common Expense Assessments. ARTICLE X PROTECTIVE PROVISIONS FOR THE BENEFIT OF ELIGIBLE MORTGAGE HOLDERS 10.01. General. Despite anything to the contrary in this Declaration, the By~Laws or the Certificate of Incorporation, the provisions of this Article X shall apply with respect to each Eligible Mortgage Holder. -51 Book12355 CFN#2006057025 Page 67 of 155 10.03. fl otige. Upon written request to the Association, identifying the name and address of the eligible mortgage holder, insurer or guarantor 'and the Owner or designation of the particular Home, any eligible mortgage holder, insurer or guarantor of a first mortgage lien on a Home shall be entitled to timely written notice of: A. any proposed amendment to the Certificate of Incorporation, the By-Laws or this Declaration; B. any condemnation loss or casualty loss which affects either a netsrial portion of the Common Property or any Home securing the Eligible Mortgage Holder's Mortgage: and no Owner or other party shall have priority over such Eligible -52, 573610.04 event of casualty loss; A. E. -53 Book”!2355 CFN#2006057025V Page69of155 Declaration; L. rights to the use of Common Property; M. any provisions that expressly ’benefit Eligible Mortgage Holders; or -54 . Book12355 CFN#2006057025V Page 70 of 155 N. assessment allocations, assessment liens or subordination of assassment liens. 10.05. Prior Written. Approval of 67% of Elioible Mortgage Holders. The prior written approval of at least sixty—seven (67% ) percent of the Eligible Mortgage Holders is required before the effectuation of any decision by the Owners to terminate the Declaration. 10.06. Notice of Non—material Amendment. Any Eligible Mortgage Holder shall not receive notice from the Association, of any proposed non—material amendment to this Declaration, the By~Laws or the Certificate of Incorporation of the Association. 10.07. 99mmon Expense Lien Subordinate. Except to the extent permitted by any applicable law authorizing the _55 573610.04 Book12355 CFN#2006057025' Page 71 of 155 the Association during normal business hours subject to such reasonable rules and regulations as may be established by the Board: and (ii) receive an annual audited financial statement of the Association within ninety (90) days following the end of any fiscal year of the Association. ‘ A 10.09. Notice of Meetings. Any Eligible Mortgage Holder shall receive written notice of all meetings of the Association and be permitted to designate a representative to attend all such meetings. 10-10.W- Any Mortgage Holder that obtains title to a Home as a result of foreclosure of the First Mortgage, or by deed or assignment in lieu of foreclosure, or any purchaser in a foreclosure sale, or their respective successors and assigns, is not liable for the share of Common Expenses or other assessments by the Association pertaining to such Home or chargeable to the former Owner which became due prior to acquisition of title. Such unpaid share of Common Expenses and other assessments shall be deemed to be Common Expenses collectible from all of the remaining Owners including such acquirer, his successors and assigns. 10.11. Management Agreements. The term of any management agreement for the Common Property shall not exceed two (2) years and shall provide for the Association's ability to terminate same without penalty, and with or without cause, at the end of the month following the month in which a notice of termination is given. 573610.04 10.12. Common Egpense Default. Despite the absence of any express provision to such effect in any Mortgage instrument, in the event that there is any default in the payment of any installment of any assessment with respect to any Home, any Mortgage Holder holding a Mortgage which encumbers such Home shall be entitled to declare such Mortgage in default in the same manner that is permitted by such MOrtgage with reSpect to any default in the payment of real estate taxes. ARTICLE XI DEVELOPER’S RIGHTS AND OBLIGATIONS -57 573610 . 04 Book12355 CFN#20060570251 Page 73 of 155 sublease any unsold Homes within the Entire Homes in the Entire Tract for sale in the ordinary course of business; (b) The right to use one or more Homes as models or a sales office or both and the right to post signs and other advertising material until it has sold the last Home within the Entire Tract, as fully developed. The Developer reserves the right to use the Clubhouse for marketing purposes until it has sold the last Home within the Entire Tract, as fully developed. however, the time to exercise such rights shall in no event exceed ten (10) years from the date of recordation of the Declaration during the ordinary course of business . 11.03. Transfer of SQecial Develgger's Rights. No special rights created or reserved to the Developer under this Declaration (“Special Developer's Rights” ) may be transferred -53 573610.04 except by an instrument evidencing the transfer recorded in the Office of the Atlantic County Clerk, New Jersey. The instrument shall not be effective unless executed by the transferee. 11.04. Liability of Transferor. Upan transfer of any such Special Developer’s Right, the liability of the transferor is as follows: A. A transferor is not relieved of any obligation or liability arising before the transfer and remains liable for warranty obligations imposed upon it. Lack of privity does not deprive any' Owner of standing to bring an action to enforce any obligation of the transferor. B. If a transferor retains any such Special Developer’s Right, or if a successor to any such Special Developer’s Right is an Affiliate of the Developer, the transferor is subject to liability for all obligations and liabilities imposed on a Developer or by the Declaration, arising after the _69— 573610.04 Book12355 CFN#2006057025' Page 75 of 155 transferor. such Special Developer’s Rights or only to any such Special Developer’s Rights to neintain models, sales offices and signs. The judgment or instrument conveying‘ title shall provide for transfer of only the Special Developer's Rights requested. 11.06. Right to Incorporate Additional Sections and Homes Into Community. Despite anything contained in this Declaration, and subject to all required governmental approvals, if any, the Developer, on behalf of itself, its successors and assigns, hereby reserves the right, for a period of ten (10) years from the date of the recording of this Declaration, to develop some or all of the undeveloped portions of the Entire Tract, to incorporate additional Homes and/or‘ modify existing Homes, to incorporate additional site improvements and/or to modify existing site improvements into the Entire Tract by recording one or more Amendments and Supplements to this Declaration without the consent of the Board of Trustees, the Association, any Owner, any Institutional Lender, or any other party holding a legal or equitable interest in the Entire Tract -70 5'73610. 04 to incorporate within the Entire Tract some or all of the Entire Tract and to incorporate additional Sections, phases, Lots, Homes, and site improvements and, thereby, to subject same to the Planned Real Estate Full Disclosure Act and the terms and provisions of this Declaration. Such incorporation may result in the Entire Tract consisting of up to three hundred and ninetyu seven (397) Homes as now or hereafter approved for development upon the Entire Tract by Resolutions of the Planning Board of the Township of Egg Harbor. The actual development of the Entire Tract will be subject to regulation by those governmental authorities having jurisdiction of same; however, the Developer hereby reserves the right to seek modification and/or amendment of the ReSolution and the development plan from time to time. Such modification and/or amendment may include changing the aggregate number of Homes contemplated for the Entire Tract or of any Section of development thereof as well as the configuration; design; ndx; materials, including the material currently specified as the surface material for the existing proposed 6 foot side natural wood chip trail; model type; floor' plans; -71 573610.06 Book12355 CFN#2006057025' Page 77 of 155 Entire Tract. The Developer’s reserved right to incorporate additional Homes as part of the Entire Tract shall be exercised by the Developer by the recordation in the Atlantic County Clerk’s Office of an appropriate Amendment and Supplement to this Declaration expressly incorporating the additional Homes into the Entire Tract. Any such Amendment and Supplement shall include such amendatory, supplemental or replacement exhibits as are necessary to legally and graphically identify the additional Homes. When recorded, any such Amendment and Supplement shall be fully binding upon all contract purchasers, Owners. holders of mortgages encumbering Homes and any other lienholder or party having a legal or equitable interest in the Entire Tract. 11.07. Eoreclosure, Bankruptcy, Receivexship. Upon foreclosure, sale by a trustee under a deed of trust or sale under any bankruptcy or receivership proceedings of all Homes in the Entire Tract owned by Developer: A. the Developer ceases to have any such Special Developer’s Rights, and B. the period of DevelOper control terminates unless the judgment or instrument conveying title provides for transfer of all such Special Developer's Rights to a successor to Developer. 11.08. Liability of Successors. The liabilities and obligations of persons or entities who succeed to all Special Developer’s Rights as follows: A. A successor to all such Special Developer’s Rights ' which is an Affiliate of the Developer is subject -72 573610.04 to all obligations and liabilities imposed on any Developer by law or by the Declaration. B. A successor to all such Special Developer's Rights, other than a successor described in subparagraphs C and D which is not an Affiliate of the Developer, is subject to all obligations and liabilities imposed upon the Developer by law or this Declaration, but it is not subject to liability for ndsrepresentations or warranty obligations on improvements made by any previous _Developer or made before the Property was created or for a breach of fiduciary obligation by any previous Developer. C. If it is not an ,Affiliate of the Developer, a successor to only a Special Developer’s Right to maintain models, sales offices and signs may not exercise any other Special Developer’s Right, but is not subject to any liability or obligation as a Developer. D. A successor to all Special Developer's Rights -73 573610.04 Book12355 CFN#2006057025' Page 79 of 155 12.01. Duration. The provisions of this Declaration shall be perpetual in duration, shall run with and bind all of the land incorporated within the Entire Tract and shall inure to administrators, and personal representatives, except that the covenants and restrictions set forth in Section 9.01 shall have an initial term of forty (40) years from the date this -74 Declaration. is recorded in the office of the Atlantic County Clerk, at the end of which period such covenants and restrictiOns shall automatically be extended for successive periods of ten (10) years each, unless at least two-thirds (2/3) in interest of the Owners at the time of expiration of the initial period, or of any extension period, shall sign an instrument or instruments (which. may be in counterparts) in. which they shall agree to Tract) . -75 Book12355 CFN#2006057025' Page 81 of 155 Township of Egg Harbor. No amendment shall be effective until recorded in the Office of the Atlantic County Clerk. This Section is by way of supplement to and not in derogation of the powers of amendment reserved to Developer pursuant to Articles VIII and XI hereof. In the alternative, an amendment may be made by an agreement, signed and acknowledged by all of the Owners in the manner required for the exeCution of a deed, and Such amendment shall be effective when recorded in the office of the Atlantic County Clerk, New Jersey. Despite the foregoing, any amendment so requiring it under the provisions of Article XI, shall also have the prior written approval of fifty-one (51% ) percent of the Eligible Mortgage Holders. 12.03. Enforcement. In addition to the other remedies provided to the Association under the V Governing Documents or by law, enforcement of this Declaration shall be by any appropriate proceeding in law or equity in any court or administrative tribunal having jurisdiction against any person or persons, firm or corporation violating or attempting to violate any covenant herein contained either to restrain‘or enjoin such violation or threatened violation or to recover damages and against any Owner to enforce any lien created by this Declaration or any covenant herein contained. Failure by the Association or any Member thereof to enforce any covenant herein contained for. any' period of time shall in no event be deemed. a waiver or estoppel of the right to thereafter enforce the same. -75 573610. 04 Book12355 CFN#20060570251 Page 82 of 155 12.04. Maintenange by NMnicipality. In the event the Property is not maintained in reasonable order and condition, the Township of Egg Harbor shall have the right to enter upon and maintain it. The assumption of such maintenance responsibility shall be in accordance with the procedure set forth in flégygpg. '40:55D-43(b) . The cost of same shall be assessed, enforced and collected in accordance with the provisions of w. 40:55D—43(c) . Despite any limitations as to the applicability of N.JiS.A. 40:55Du43(b) and (c) to the maintenance of “open space" , provisions of this Section shall be deemed to apply to all maintenance obligations as set forth in this Declaration. The cost of such maintenance by the nmnicipality shall be assessed -77 573610.04 Book12355 CFN#2006057025‘ Page 83 of 155 12.08. Rule Against Perpetuitieg. If any provision of this Declaration or the By-Laws shall be interpreted to constitute a violation of the rule against perpetuities, ‘ such provision shall be deemed to remain in effect until the death of the last survivor of the now living descendants of George Herbert Walker Bush, former President of the United States of America, plus twenty—one (21) years thereafter. 12.09. Notice -Association. Unless a particular document permits Or requires a particular notice to be given or served in a different manner, notice permitted or required to be -73 Book12355 CFN#2006057025 ‘ Page 84 of 155 receipt requested and sufficient prepaid postage affixed thereto, addressed to the current Secretary or corporate Registered Agent of the Association as reflected in the official records of the New Jersey Secretary of State as of the date such notice is 12.10. Conflict. In the event of a conflict of interpretation between the provisions set forth in this Declaration and the By—Laws, this Declaration shall govern. In the event any provision of this Declaration is in conflict with any mandatory provision of any applicable federal, State, County or municipal statute, regulation, resolution, ordinance or other judicial, legislative or executive “law” , the terms of such statute, regulation, ordinance or other law shall govern. In the event that either the Fair Housing Act is hereafter amended or changed, both the Declaration and the By-Laws shall be interpreted in such a manner as to conform to the provisions of the Fair Housing Act with respect to “55 or Over Housing" for older persons, it being the intention to maintain the “55 or Over Housing" for older persons exemption for the Community under the Fair Housing Act. 12.1l. Exhibits. Attached hereto and made a part hereof are the following Exhibits: -79 573610.04 Book12355 CFN#2006057025' Page 85 of 155 A Mill EXHIBIT A— l EXHIBIT B EXHIBIT C EXHIBIT D Affidavit -80. . 573610.04 IN WITNESS WHEREOF, the Developer has caused this Declaration to be executed on the date first mentioned above. D.R. HORTON, INC. -NEW JERSEY a Delaware Corporation ATTEST: -N » Mitdhell Newdafi, 4//A1 Garfall“ ” Assistant Secretary President 573510.04 -31Book12355 CFN#20060570251 Page 87 of 155 STATE OF NEW JERSEY ) sustmmnav )SS—= COUNTY OF MBNMUUTH ) I amAflrsa_ Cartons , an officer authorized. to take acknowledgments and proofs in this State. On 3‘33, S" , 2006, MITCHELL NEW (the “Witness” ) appeared before me in person. The Witness was duly sworn by He according to law under oath and stated and proved to my satisfaction that: l. The Witness is the Assistant Secretary of D.Ru HORTON, INC. — NEW JERSEY (the “Corporation” ) which is the Grantor in this Declaration of Covenants and Restrictions. 2. The officer' who signed this Declaration is the President of the Corporation. 3. The making, signing, sealing and delivery of this Declaration have been duly authorized by a proper resolution of the Board of Directors of the Corporation. 4. The Witness knows the corporate seal of the Corporation. The seal was affixed to this Deed by the Corporate Officer. The Corporate Officer signed and delivered this Deed as and for the voluntary act and deed of the Corporation. All this was done in the presence of the Witness who signed this Declaration as attesting witness. The Witness signs this proof I Sworn to and Subscri ed Mitchell Newman efore me 0 this Assistant Secretary eJBubli‘c--mmcmaous “ 573610.04 . _ , EXHIBITA to DECLARATION OFCOVENANTS ANDRESTRICTIONS FOR THEVILLAGE GRANDEATENGLISHMILL Legal MatesandBounds)Descriptionof The VillageGrandeatEnglishMill Book12355 CFN#2006057025I Page 89 of 155 aEngineers, Planners, and Land Surveyors February 4, 2004 LEGALDESCRIPTION VILLAGEGRANDEATENGLISHMILL PHASEI&PHASEII - WITPLANFOR PHASEI&PHASE,1] W EGGHARBORTOWNSHIP,ATLANTIC COUNTY, NEWJERSEY Beginning at a point in the curved existing Northeasterly right-of-way line of Mill Road (CR. #662) , perpendicular to and 33.00 Feet distant from the centcrlinc thereof, said point being the Westerly corner of Lot 17,Block3301,andextendingfromsaidpointofbeginning;Thence 1) Along the existing Northeasterly right—of-way line ofMill Road, along a curve curving to the left, having a Radius of 2325.01 Feet, with an interior angle of 6 Degrees 21 Minutes 59 Seconds, and an Arc length of258.35 Feet, (Chord: N 61°50’42" W, 258.21') , to a point of tangency; Thence 2) Continuing along the existing Northeasterly right~of—way line ofMill Road, North 65 Degrees 01 Minutes 42 Seconds West, a distance of410.95 Feet, to a point; Thence 3) Leaving said zigh‘wf—viay line, North 04 Degrees 31 Minutes 52 Seconds West, a distance of 722.47 Feet, to a point common corner to Lot 1, Block 3301 and Lots 101 & 105, Block 3323 and in the line ofLot2, Block 3301; Thence 4) Along the division line ofLot 105, Block 3323, common with Lots 2, 3, 4, 5, 6, 7 & 8, Block 3301. North 71 Degrees 36 Minutes 35 Seconds East, a distance of 1362.48 Feet, to a point; Thence 5) Continuing along said common division linejNorth03 Degrees 52 Minutes 51 Seconds West, a distance of244.73 Feet, to a point common corner to Lots 105 & 143, Block 3323 and in the division line ofLot 8, Block 3301; Thence Along the division line common to Lots 105 & 143, Block 3323, North 75 Degrees 10 Minutes 58 Seconds East, a distance of297.00 Feet, to a point inthe Southerlyright-of-way line ofHighSchool Drive (50.00’ Wide) ; Thence 7) Along the Southerly right—of-way line ofHigh School Drive, North 82 Degrees 20 Minutes 58 Seconds East, a distance of884.40 Feet, to a point; Thence 8) Along the division line common to Lots 105 & 175, Block 3323, North 87 Degrees 45 Minutes 10 Seconds East, a distance of 153.63 Feet, to apoint; Thence 150 Delsea Drive, Suite 1, Sewett, NJ 08080 856-228-2200 Fax856-232-2345 design©ces-1.com wees-Loom NJ Certificate of Authorization #GA276725 P:\2100~2199\217l-0!\work\reports\legals\2171-01-OSOl-DRH.doe~tjs 9) North 04 Degrees 10 Minutes 38 Seconds West, a distance of 64.58 Feet, to a point in the Northerlyright-of—waylineofHighSchoolDrive(50.00’Wide) , saidpointbeingcomertoLot 10,Block3302commonwithLot 1,Block3326;Thence 10) ContinuingalongtheNorthetlyright-of-waylineofHighSchoolDrive,North82Degrees20 Minutes58 SecondsEast, adistanceof115.67Feet,toapointofcurvature;Thence 11) Continuing along said Northerly and Northwesterly right-of-way line, along a curve ctn'ving to the left,11aaRadiusof 175.00Feet,withaninteriorangleof22 Degrees 38 Minutes 29 Seconds, and an Are length of 69.15 Feet (Chord: N 71°01’44" E, 68.70') , to a point of tangency; Thence 12) Continuing along the Nordiwesterly n'ght—oflwaylineofHighSchoolDrive,North 59Degrees 42Minutes30SecondsEast,adistanceof246.02Feet,to apointofcurvature;Thence 13) Continuing along the Nordiwesterly and Northerly right—of-way line ofHigh School Drive, along acurvecurvingtotheright,havingaRadiusof300.00Feet,with aninteriorangleof51 Degrees 49 Minutes 40 Seconds, and an Arc length of 271.37 Feet (Chord: N 85°37’20" B. 262.21D,to apointoftangency;Thence 14) LeavingtheNortherlyright—of-waylineofHighSchoolDrive,andnmningalongthedivision lineofLot 1,Block3326,commonwithLot 10,Block3302,North04Degrees 05 Minutes00 Seconds West, a distanceof1191.20 Feet, to a point; Thence 15) Continuingsaidcommondivisionline,andalongacurvecurvingtotheright,havingaRadius of240.00Feet,withaninteriorangleof34Degrees 13Minutes08Seconds,andanArclengthof143.34Feet(Chord: N85°34’52”W, 141.21'),toapoint;Thence 16) ‘ Continuingalongsame,andalongacurvecurvingtotheright,havingaRadiusof240.00Feet, withaninteriorangleof101 Degrees 19Minutes43 Seconds, and anArclengthof424.44Feet (Chord: N 88°58'36”W, 371.25“) , to apoint; Thence 17) Continuing along same, South 83 Degrees 36 Minutes 29 Seconds West a distance of53.90 Feet,to apoint;Thence 13) Continuingalongsame,andalongacurvewritingtotheright,havingaRadiusof240.00Feet, with an interior angle of20 Degrees 59 Minutes 02 Seconds, and an Arc length of 87.90 Feet (Chord:S87°27'41"W.87.41'),to apoint;Thence 19) North04'Degrees10Minutes38SecondsWest,adistanceof945.76Feet,toapoint;Thence 20) South72Degrees29Minutes24SecondsEast,adistanceof558.50Feet,toapoint;Thence 21) South01Degrees56Minutes38SecondsEast,adistanceof7.39Feet,toapoint;Thence 22) South88Degrees40Minutes50SecondsEast,adistanceof2328.94Feet.toapoint;Thence 23) North73Degrees57Minutes10SecondsEast,adistanceof308.35Feet,toapoint;Thence 24) South21Degrees32Minutes10SecondsWest,adistanceof743.41Feet,toapoint;'I'he'nce Book12355 CFN#2006057025. Page 91 of 155 Noxth68Degrees27lVLinutes50 SecondsWest, adistanceof871.20Feet,toapoint;Thence 25) South21Degrees32Minutes10SecondsWest,adistanceof500.00Feet,toapoint;Thence 27) North68Degrees27Minutes50SecondsWest,adistanceof1274.31Feet,toapoint;Thence 28) South81Degrees06Minutes25SecondsWest,adistanceof14.88Feet,toapoint;Thence 29) South04Degrees05Minutes00SecondsEast,adistanceof268.90Feet,toapoint;Thence South68Degrees27‘Minutes50SecondsEast,adistanceof2042.07Feet,to apoint;Thence 31) South21Degrees32Minutes10SecondsWest,adistanceof750.00Feet,toapoint;Thence 32) Along the division line of Lot 24, Block 3325, common with Lot 1, Block 4001, North 68 Degrees27Minutes50SecondsWest, adistanceof871.20Feet, to apoint;Thence 33) South21Degrees32Minutes10SecondsWest,adistanceof1457.99Feet,toapoint;Thence 34) AlongthedivisionlineofLot1,Block3324commonwithLots12&13,Block3301,North68 Degrees27Minutes 50 SecondsWest,adistanceof1014.26Feet,toapoint;Thence 35) AlongthedivisionlineofLot1,Block3324commonwithLots13&15,Block3301,South15 Degrees54Minutes55 SecondsEast,adistanceof702.46Feet,toapoint;Thence 35) AlongthedivisionlineofLot1,Block3324commonwithLot17,Block3301,South70 Degrees 26 Minutes 11 Seconds West, a distance of 2121.65 Feet, to the point and place of HereinabovedescribedlandsbeingallofVillageGrande atEnglishMill “PhaseI&Phase11” , contains 173.87Aci, andisgraphically shown on theplanentitledEXHIBITPLANFORPHASE 1 dc PHASEII, VILLAGE GRANDB AT ENGLISH MILL, PLATE 33, BLOCK 3301, LOTS 9-11 & 18, BLOCK 3302, LOTS 10, 92-94, 96-101, BLOCK 4001, LOTS 2, 3 & 6, EGG HARBOR. TOWNSHIP, ATLANTIC COUNTY, NEW JERSEY, as was prepared by Consulting Engineer Services, dated 2/04. CES Job #217101, Fi1e#2171~01—OSOI_DRH.dwg. ”minnow Mk, MARGARET ULIK,P.L.S. New Jersey LicenseNo. 38943 11421004199\217l-Ol\work\mport5\1egnls\2171-Ol—OSOi-DRH.docvtjs Book12355 CFN#2006057025' Page 92 of 155 EXHIBITA- 1 to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THEVILLAGE GRANDEATENGLISHMILL Legal (Mates and Bounds) DescriptionofPhaseI Book1‘2355 CFN#2006057025' Page 93 of 155 1) 2) 4) Thence 5) 8) 9) North 04 Degrees 10 Minutes 38 Seconds West, a distance of 64.58 Feet, to a point in the Northerlyright-of-waylineofHighSchoolDrive($0.00” Wide).saidpointbeingcomertoLot 10,Block330?.commonwithLot 1,Block3326;Thence 10) ContinuingalongtheNortherlyright-cf-vvaylineofHighSchoolDrive,North82Degrees20 Minutes 58 SecondsEast, adistanceof115.67Feet,to apointofcurvature;Thence 11) ContinuingalongsaidNortherlyandNorthWesterlyright-of~wayline,alongacurvecurvingto the left, having a Radius of 175.00 Feet, with an fittericr angle of 22 Degrees 38 Minutes 29 Seconds, and an Arc length of 69.15 Feet (Chord: N 71°01’44" 13, 68.709, to a point of 12) ContinuingalongtheNorthwesterlyright‘of-waylineofHighSchoolDrive,North59Degrees 42Minutes30 SecondsEast, adistanceof246.02Feet,to apointofcurvature;Thence 13) Continuing along the Northwesterly and Northerly right—of-way line of High School Drive. alongacurvecurvingtotheright,havingaRadiusof300.00Feet,with aninteriorangleof51 Degrees 49 Minutes 40 Seconds, and an Arc length of 271.37 Feet (Chord: N 85°37’20” B, 262.21'),to apointoftangency;Thence 14) ContinuingalongtheNortherlyright-of-waylineofHighSchoolDrive,South68Degrees27 Minutes 50 SecondsEast, adistanceof565.27Feet,toapointinthecenterlineofIvinsAvenue (50.00’ Wide) ; Thence 15) Along the centerline of Ivins Avenue, South 21 Degrees 32 Minutes 10 Seconds West. a distance of982.99 Feet, to apoint; Thence 15) Leavingsaidright-ofwayandrunningalongthedivisionlineofLot1,Block3324common withLots12& 13,Block3301,North68Degrees27Minutes50SecondsWest,adistanceof 1014.26 Feet, to apoint; Thence 17) AlongthedivisionlineofLot1,Block3324commonwithLots13&15,Block3301,South15 Degrees54Minutes55SecondsEast, adistanceof702.46Feet,to apoint;Thence 18) Along the division line of Lot 1, Block 3324 common with Lot 17, Block 3301, South 70 Degrees26Minutes 11SecondsWest,adistanceof2121.65Feet,tothepointandplaceof beginning. HereinabovedescribedlandsbeingallofVillageGrandeatEnglishMill‘Thase1" , contains93.18Adi,and is graphically shown on the plan entitled EXHIBIT PLAN FOR PHASE I, VILLAGE GRANDE AT ENGLISH MILL, PLATE 33. BLOCK 3301, LOTS 9-11 & 18, BLOCK 3302, LOTS 10, 92-94, 96-101. BLOCK 4001, LOTS 2, 3 & 6, EGG HARBOR TOWNSHIP, ATLANTIC COUNTY. NEW JERSEY, as was prepared by Consulting Engineer Services, dated 2/04. CES Job #2171-01. File #2171-01PH01_ DRH.dwg. Mooney Vine MARGARETKULIK,P.L.S. . NewJerseyLicenseNo.38943 P021004199\2171-01\work\repons\legals\2171-01-PHOl-DR}-l.doc-tjs Book12355 CFN#2006057025' Page 95 of 155 EXHIBITB to DECLARATIONOF COVENANTSAND RESTRICTIONSFOR THEVILLAGE GRANDEATENGLISHMILL OverallPhasePlan for TheVillage Grande atEnglishMill Book12355 CFN#2006057025~ Page 96 of 155 Book12355 CFN#2006057025' Page 97 of 155 EXHIBITB~ 1 to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THEVILLAGE GRANDEATENGLISHMILL PhaseIPlan Book12355 CFN#2006057025I Page 98 of 155 HM — .1 5 . illil‘f a /. HQ.“ 2...! . I I I .Quu. . >- ..I l:\ n .. t it! Incufiuaxa \Ltllhnkoo. hn‘.‘~ \ In: I- xv. _ .m: .. . , I m 51.3. .. r a 5-h‘ . a; 6.. a; .4. «R ‘- In.. .23.. u . . I I 3 t I I W a; _ . . . w . . a , I - . . . If , -.p (III '1‘ "pr .1... I :l ;: s! :‘z‘! I:kw k.- lll k E u 163.; 5.x. URN. iii 1.. oils.” Page 99 of 155 CFN#2006057025 Book12355 EXHIBIT B to DECLARATIONOF COVENANTSAND RESTRICTIONSFOR THEVILLAGE GRANDEATENGLISHMILL OverallPhasePlan for The Village GrandeatEnglishMill Book12355 CFN#2006057025' ‘ Page 96 of 155 Book12355 CFN#2006057025. EImIBIT3- 1 to DECLARATION OFCOVENANTS AND RESTRICTIONS FOR THEVILLAGE GRANDEATENGLISHMILL PhaseIPlan Book12355 CFN#2006057025E Page 98 of 155 E M 2-.‘5 Mr Mmm Ill ’ '--~—..~- _ (-1. , ~ pa» I . Page 99 of 155 EXHIBIT C to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THEVILLAGE GRANDEATENGLISHMILL CertificateofIncorporation of The Village GrandsatEnglishMill HomeownersAssociation, Inc. Book12355 CFN#2006057025' Page 100 of 155 File and Return to: ‘ GREENE” , ROWE, SMITH E: DAVIS LLB Christine r. Li, Esq. Act-.21: Metro corporate Campus I Woodbridga, New Jersey 07095 573608.01 $11503. 01 Deed .Book12355 CFN#2006057025 -Page 102 of 155 Fax: Hay 22 2306 10:53am Pom/nos WMrRfl -F: 8. SHUT- h £59. 9 16899846851 NO.BBS Gees 95/19/2866 11:69 provided. said Declaration and Bynnaws being incorporated harem, . as is set forth at ltngt‘ m B. To zinc. levy. collect anti enforce payment by any lawful means of to the terms of said all charges or assassments puksumc Declaration and By—Laus at the Association: tolpay all expanses in commotion therewith and all office and other menses incident to the conduct: a! the business of the Maociation. including all licenses, taxes or governmental charges levied or imposed against the property a: the Association: To acquire (by qitt. purchase. or onharwise) . own. hold. mpxove. c. build'upon. oparate. maintain. convey. sell. lease. transfer. dedioqce for public use-or otherwise dispose of real or parsohal property in connection with the affairs of the Association: To box-row money. to mrtgage. pledge. deed in trusts a: D. hypothecata any or: all oi! its real or: poisonal property as security for money borrower! or dobta incurred; and To have and to exercise any and all powers. right: and privilnges E. which a coz'pumtian organized under the Nonprofit Corporation Law at the State of. New Jersey by law may now or hemfter'hwe or‘ axercisa. Ali-TIGER V Imagan‘ Every person or entity who is a record owner at at fee interest in any Home which is subject to the Declaration and qualities in accordance with the By-Lawn shall be a umber o! the Association. rm: foregoing is not intended ' to includa persons or entities who hold an interest: marshr as Security f0: the perfume of an obligation. Ownership of any such Home shall be the sole qualification for membership. Upon nomination of. the interest of the Omar. his membership shall automatically terminote and shall be transtnrred and skull imam to the new Owner succaeding Inn: in interest. 571503101 Book12355 CFN#2006057025 4 Page 103 of 155 Fax: Hay 22 2006 10:53 Duration 571603 . 01 Book12355 CFN#2006057025 Page 104 of 155 Book12355 CFN#2006057025 Page 105 of 155 to DECLARATION OF COVENANTS AND RESTRICTIONS FOR THEVILLAGE GRANDEATENGLISHMILL By-Lawsof TheVillage Grande atEnglishMill HomeownersAssociation,Inc. Book12355 CFN#2006057025 Page 106 of 155 Book12355 CFN#2006057025 V Page 107 of 155 FOR 1.01 1.02 Fiscal YEar..................................................... . H r: DJ 1.04 ARTICLE II 2.01 2.02 2.03 2.04 2.05 2.06 2.07 Principal Office............................................. . MEMBERSHIP AND VOTINGRIGHTS.................................... . Members......................................................... . Member in Good Standing......................................... . Associate Members............................................... . Change ofMembership........................................... . Rights of Membership.......................................... H Suspension of Rights............................................ . Association Initiation Fee...................................... . 2.03 Contribution to WorkingCapital................................. . 4 2.09 Votes........................................................... . ARTICLEIIIMEETINGSOF0WNERS............................................. . 5 3.01 Place of Meetings............................................. . 3.02 AnnualMeetings................................................. . 5 Special Meetings................................................ . 5 .3.04 Notice of Meeting...........................................,... . 6 3.05QuorumandAdjournedMeetings................................... . 5 3.06 Organization.................................................... . 6 3.07 Voting On Questions.........................-................... . 6 3.08 Voting in Elections of Trustees................................. . 7 3.09BallotbyMail.................................................. . 7 3.10 Proxies......................................................... . 8 3.11 Jfidges.......................................................... . 9 3.12 Order of Business............................................... . 9 BOARD OF TRUSTEES.............................................. . 10 4.01 Qualifications'................................................. . 10 4.02 Number......................................................... . 11 i Book12355 CFN#2006057025 Page 108 of 155 4.03 4.04 l3 4.05 l3 14 14 14 15 16 16 5.04 5.05 5.06 17 17 5.08 18 18 6.01 5.02 26 26 27 7.01 7.02 7.03Disbursements.................................................. . 27 27 7.04 Depositories................................................... . 7.05 Accounts....................................................... . 27 7.06 Reserves...................................................... . . 29 Notice; Emergencies............................................ . 30 7.08 Acceleration of Assessment Installment Upon Default............ . 30 7.09 Interest and Counsel Fees...................................... . 31 7.10 Assessment of Expenses in Actions by or against Assocxation; Allocation of Awards.. . .......................... . 7.11 Power of Attorney to Holder of a Permitted Mortgage............ . 7.12 Annual Audit.;................................................. . Examination of Books........................................... . 7.14 Fidelity Bonds................................................. . ARTICLEVIII OFFICERS..................................................... . 8.01 Designation.................................................... . 8.02 Election of Officers........................................... . 35 8.03 Removal of Officers............................................ . 35 ii 573609.04 Book12355 CFN#2006057025 8.04DutiesandResponsibilitiesofOfficers........................ . 35 8.05 Other Duties and Powers........................................ . 36 8.06 Eligibility of Trustees........................................ . 35 ARTICLE IX COMPENSATION, INDEMNIFICATION AND . . . . .......................... . 36 9.01 Compensation............................................... . ' 9.02 Indemnification................................................ . 36 9.03 Exculpability.................................................. . 37 ARTICLE X ARCHITECTURAL CONTROL COMMITTEE... . ...... . ................... . 37 10.01 Purpose....................................................... . 37 10.02 Powers........................................................ . 38 10.03 Authority..................................................... . 38 ARTICLE XI OTHER COWITTEES . .......... . . . . . . .............................. . 39 11.01 Committees.................................................... . 39 11.02 Subcommittees................................................. . 39 11.03Duties........................................................ . 39 ARTICLE XII ENFORCEMENT.............L..................................... . 39 12.01 Enfiorcement................................................... . 39 12.02 Fines......................................................... . 40 12.03Waiver........................................................ . 40 12.04 Cause of Action Against Association....... . .........,.......... . 40 12.05 Alternative Dispute Resolution Procedure...................... . 40 12.06 Compliance ByMembers......................................... . 41 12.07CivilActionforDamages...................................... . 42 ARTICLEXIII AMENDMENTS................................................... . 42 ARTICLE XIV CONFLICT; INVALIDITY................ . . . . . . . . . . . ................ . 43 14.01ConfliCt...................................................... . 43 14.02Invalidity.................................................... . 43 ARTICLE XV NOTICE............................................ . ............ . 43 ARTICLE XVI CORPORATE SEAL................................................ . 43 iii 573509.04 Book12355 CFN#2006057025 Page 110 of 155 OF any amendments or supplements thereto. 1.02. Definitions. Unless the context clearly indicates otherwise, all definitions set forth in the Declaration for The Village Grande at English Mill are incorporated herein by reference- 1.03.W. The fiscal year of the corporation shall be determined by the Board of Trustees. 1.04. Principal Qffi igg. The principal office of the corporation is initially located at 20 Gibson Place, Freehold, New Jersey 07728. ARTICLE II MEMBERSHIP AND VOTING RIGHTS 2.01. Members. Every person, firm. association, corporation or other legal entity, including the Developer, who is a record Owner or Co-Owner of the fee simple title to any Home shall be a Member of the Association; provided, however, that any person. firm. association, corporation, or legal entity who holds such title or interest to a Home merely as a security for the performance of an obligation (including but not limited to mortgagees or _trustees under deeds of trust) shall not be a Member of the Association. Despite anything to the contrary in the preceding, the Developer shall have one (1) membership in the Association for each contemplated Home which has not 573609 . 04 been conveyed to an individual purchaser, not to exceed the number of Homes approved by the municipality. 2.02. Memher in good standing. A Member shall be deemed to be in good standing for voting purposes, as well as any related requirement as may be established by the Board of Trustees, if, at least thirty (30) days prior to the date fixed for such meeting, he has fully paid all installments due for assessments made or levied against him and his Home by the Board of Trustees as hereinafter provided, together with all interest, costs, attorney's fees penalties and other expenses, if any, properly chargeable to him and to his Home. Any date set forth in these By-Laws for determining good standing for voting purposes, as well as any related requirement which may be established by the Board of Trustees, shall be deemed supplemental to, and not in derogation of, the record date provisions of y‘gggégg 15A25—7. 2.03. Agsggiate__flemhers. Every person who is entitled to possession and occupancy of a Home as a tenant or lessee of a Owner pursuant to Article x of the Declaration may be an Associate Member of the Association, but shall not be entitled to any vote with respect to Association matters. 2.04. Change 9f Membership. Change of membership shall be accomplished by recording in the Office of the Atlantic County Clerk a deed or other instrument establishing a record title to a Home. and delivery to the Secretary of the Association of a certified copy of such instrument, together with such sums of money as are required for the payment of any initiation fee, contribution to capital or escrow deposit. The membership oi the prior Owner shall be thereby terminated. 2.05. Rights of Mempepship. Every person. who is entitled to membership in the Association and permanently resides in a Home, pursuant to the provisions of the_ Certificate of Incorporation and these By-Laws, including any Associate Member. shall be privileged to use and enjoy the Common Property, subject to the right of the Association to: (a) Promulgate, adopt and. enforce rules and regulations governing such use and enjoyment; and 573609.04 Book12355 CFN#2006057025 Page 112 of 155 (b) Suspend the use and enjoyment of the Common Property as provided in Section 2.06; and (c) Transfer, grant or obtain easements. licenses and other property rights with respect to the Common Property as provided in Section 6.0100 of Article VI hereof. 2.06. Syspengion of Rights. The membership and voting rights of any.member may be suspended by the Board of Trustees for any period during which any assessment against the Home to which his membership is appurtenant remains unpaid; but upon payment of such assesements, and any interest accrued thereon, and any costs associated with the collection thereof, including reasonable attorneys' fees, by cash, money order. or certified or collected funds. his rights and privileges shall be inunediately and automatically restored. Section 2.02 hereof shall govern the restoration of voting rights. Further, if rule and regulations governing the use of the Common Property or Homes, or the conduct of persons in the Community thereon have been adopted and published, as authorized in these By—Laws. the rights and privileges of any person in violation thereof or in violation of any non-monetary covenant of the Declaration may be suspended at the discretion of the Board of Trustees for a period not to exceed thirty (30) days for any single violation, but if the violation is of a continuing nature, such rights and privileges may be suspended indefinitely until such time as the violation is abated. No such action shall be taken by the Board of Trustees until the Owner is afforded an opportunity for a hearing consistent with the principles of due process of 2.07. Assggiatign ‘Igitjatigg Peg. Each Owner, excluding Developer. shall pay to the Association upon acquisition of title to his Home a nonrefundable and nontransferable Association initiation fee of not more than $350.00, which will be available to the Association for (i) the ofif-set of cash flow or budget deficits, (ii) payment of operating expenses. (iii) operating contingency reserves. (iii) repair and replacement and/or deferred maintenance reserve. (iv) working capital reserve, and/or (v) any other lawful 573609.04 purposes(s) permitted by the Governing Documents. If imposed, payment of such sum shall be a condition precedent to exercise rights of membership in the Association upon the initial sale or a subsequent transfer of title to a Home. Any unpaid initiation fee shall be deemed a lien on the Home in the same manner as any unpaid Common Expenses attributable to such Home. 2.08. ggntrihution to Working gapital. Each Owner, excluding Developer, shall pay to the Association upon acquisition of title to his Home a nonrefundable and nontransferable contribution to the working capital of the Association in an amount of $550.00 at the time of the acquisition, which will be available to the Association for (i) the off-set of cash flow or budget deficits, (ii) payment of operating expenses, (iii) operating contingency reserves, (iii) repair and replacement and/or deferred maintenance reserve, (iv) working capital reserve, and/or (v) any other lawful purposes(s) permitted by the Governing Documents. Payment of such sum shall be _ a condition precedent to the exercise of rights of membership in the Association upon the initial sale or a subsequent transfer of title to a Home. Any unpaid manner as any unpaid Common Expenses attributable to such Home. 573609.04 Book12355 CFN#2006057025 Page 114 of 155 ARTICLE III MEETINGS OF OWNERS 3.01. Elage_;y;_uegtings. All meetings of the Members of the Association shall be held at the Community or at such other place convenient to the members as may be designated by the Board of Trustees. 3.02. Annual_jgm$igg§ . All annual meetings of the Association shall be held on the day and month of the year to be established by the Board of Trustees. except that the first such annual meeting shall be held not more than thirteen (13) months following the incorporation of the Association. The election of Trustees shall take place at each annual meeting subsequent to the Transition Elections held in accordance with Section 4.03. If the election of Trustees is not held at the annual meeting or any adjournment of such meeting, the Board of Trustees shall cause the election to be held at a special meeting as soon thereafter as may be convenient. At such special meeting, the Owners may elect the Trustees and transact other business with the same force and ' effect as at an annual meeting duly called and held. All proxies validly received for the originally scheduled meeting shall remain in full force and 573609.04 Book12355 CFN#2006057025 Page 115 of 155 3.04. Notice 95 meeting. Except as otherwise provided by law and Section 4.03 herein with respect: to transition elections, law or these By—Laws, notice of each meeting of Owners, whether annual or special, shall be given not less than ten (10) days. nor more than ninety (90) days before the day on which the meeting is to be held, to each Owner at his last known address, by delivering a written or printed notice to each Owner, or by mailing such notice, postage prepaid. Every such notice shall state the time. place, and purpose of the meeting. Notice of any meeting of Owners shall not be required to have been sent to any Owners who shall attend such meeting in person or by proxy. Notice of any adjourned meeting of the Owners shall no be required to be given except when expressly required by law. Except as otherwise expressly required by law, no publication of any notice of a meeting of Owners shall be required. 3.05. Quoggm and adjourned Meetings. At such meeting of the Association, persons (including Developer or its representatives) holding twenty-five (25% ) percent of the authorized votes present, in person or by proxy, shall constitute a quorum for the transaction of business except where otherwise provided by law. In the absence of a quorum, the person holding votes present in person or by proxy and entitled to vote, may, by majority vote, adjourn the meeting from time to time, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum may be meeting originally called. shall act as Secretary of the meeting. Book12355 CFN#2006057025 Page 116 of 155 be sufficient on those questions submitted to a vote of the membership. The vote on any question need not be taken by ballot, unless (i) the chairperson of the meeting determines a ballot to be advisable, or (ii) a majority of the votes present at the meeting determine that the vote on the question submitted shall be taken by ballot. 3.08. Eating in Elections of irustggs. Only Owners who are Members in Good Standing shall be entitled to vote in elections of Trustees. The election of Trustees shall be conducted by written ballot, and the 0wner(s) of each Home present in person or by proxy shall be entitled to one vote for each Home-to which he holds title. If. at any meeting at which an election is held. more than twice the number of candidates to be elected are nominated, there shall be two ballots cast. At the end of the tabulation of the first ballot, the field of nominees shall be reduced so that there are twice as many' candidates as there are positions to be filled, with the remaining candidates receiving the fewest votes being eliminated from the ensuing ballot. A second ballot shall be held, and on the second ballot, the persons receiving the plurality of votes will be deemed to be elected in order to fill the vacant positions. If there are not more than twice the number of nominees for the number of positions to be filled, there shall be one ballot. to fill the vacancies on the Board. If ever applicable. candidates polling 573609.04 Book12355 CFN#2006057025 Page 117 of 155 of Trustees shall serve a notice upon all Members in Good Standing which shall (i) state with specificity in terms of motion(s) the question(s) upon which the vote is to be taken; (ii) state the date by which ballots must be received in order to be counted; (iii) provide an official ballot for the purposes of the vote; and (iv) state the date upon which the action contemplated by the motion(s) shall be effective, which date shall be not less than ten (10) days after the date ballots must be received. No actions contemplated by a motion or question submitted to a ballot by mail shall be taken unless that number of Members in Good Standing that would constitute a quorum under the provisions of Section 3.05 herein submit ballots and a nmjority of the ballots cast approve such motion or question. the Board shall serve a notice upon all Members which shall (i) provide an which the ballot must be received to be counted. 573609 . 04 Book12355 CFN#2006057025 ' Page 118 of 155 by each candidate need not be reported. Reports of Judges shall be in writing the Association may be a Judge on any question other than a vote for or against his election to any position with the Association or any other question in which he may be directly interested. 3.12. Qrde; g: Euslngss. The order of business at the annual meeting of the Owners or at any special meetings insofar as practicable shall be: (a) Calling of the roll and certifying the proxies. (b) Proof of notice of meeting and waiver of notice. (c) Reading and disposal of any unapproved minutes. (:1) Appointment of Judges of Election. if appropriate. (e) Election of Trustees, if appropriate. (f) Receiving reports of officers. (g) Receiving reports of committees. (h) Old business. (i) New business. 573609.04 ARTICLE IV BOARD OF TRUSTEES 4.01. Qualifications. The following criteria shall be qualifica~ tions for nomination. appointment or election to a Trusteeship: (a) Member in good Standing: Membership in good standing and ownership of a Home shall be a qualification for nomination. appointment, election or service as a Trustee, and for continued service on the Board. excluding any Trustee representing the Developer. (b) Benggntationi Partnerships, corporations, limited liability companies or fiduciaries holding memberships in good standing may designate individuals to be eligible for nomination, appointment or election as Trustees in accordance with the following qualifications: (i) Partnership designees shall be nembers, employees or agents of the partnership; (ii) Corporate designees shall be officers, stock— holders. employees or agents of the corporation; (iii) Limited liability company designees shall be members or managers-of the limited liability company; and (iv) Fiduciary designees shall be fiduciaries, Co—Owners holding a membership in good standing may designate any one of them, but only one of them, to be eligible for nomination, appointment or election as a Trustee; however. in the case of any. disagreement, the of them to be eligible. 10 573609.04 Book12355 CFN#2006057025 Page 120 of 155 be disqualified as a Director upon expiration of said thirty' (30) day period and a replacement shall be appointed by the Board of Trustees within thirty (30) days thereafter to serve the remainder of the team as contemplated by Section 4.06 hereof. Despite the aforesaid, any Trustee who conveys title to his Honm and no longer holds title to any other Home is automatically disqualified as a Trustee effective on the date of said conveyance. 4.02. EEEQQE » The Board of Trustees shall initially consist of three (3) Trustees (Trustees “A' , ‘B' and “C') . Upon the initial conveyance of one hundred (100) Homes (i.e. 25% of the total number of proposed Homes) , the Board shall be expanded to five (5) Trustees, designated Trustees “A' , “B" , “C" , “D’ , and "E' . 4.03. Transitigg._§;§g§ign§ . Within. thirty (30) days after the initial conveyances by the DeveloPer of one hundred (100) Homes (i.e. 25% of the total number of proposed Homes) , the President shall call a special meeting of the Membership of the Association for the purpose of holding the first election of Owners to the Board of Trustees (“Transition Election”) . At this special meeting, Owners other than Developer shall be entitled to vote for and elect Trustees A and B from among such Owners in accordance with the provisions of Article III of these By-Laws, and the Developer shall be entitled to appoint Trustees C, D and 8. Within thirty (30) days after the initial conveyance by the Developer of two hundred ninety-eight (298) Homes (i.e. 75% of the total number of proposed Homes) . the President shall again call a special meeting of the Membership of the Association for the purpose of holding Second a Transition Election. At this special meeting, Owners other than the Developer Owners in accordance with the provisions of Article III_of these By~Laws and remains unsold in the ordinary course of its business. 11 573609.04 Within thirty (30) days after all Homes have been initially conveyed, the President shall again call a special meeting for the third Transition Election at which Owners other than the Developer shall be entitled to vote for and elect Trustee E from among such Owners in accordance with the provisions of Article III hereof; provided that the Developer shall be entitled in its discretion to relinquish Trusteeship E at the time of the second Transition Election or any time thereafter prior to the conveyance of the last Home. In spite of the foregoing, if ten (10) years after the conveyance of the first Home, Owners other than the Developer still own less than 298 Homes, Owners other than the Developer may elect Trustees sufficient to assume control of the Board provided that the Owners other than the Developer agree by majority vote to assume such control as provided by mégyaégy 5:26 8.4(d) . Further, only Owners who are Members in Good Standing shall be eligible to be nominated, elected, or to serve on the Board of Trustees, except that in the case of Owners which are partnerships, corporations, limited liability companies or fiduciaries, including Developer, a designee shall be eligible if the Owner is a Member in Good Standing. Notice of the special meetings called pursuant to this Section for the purpose of holding Transition Elections shall be given not less than twenty (20) nor more than thirty (30) days prior to the date of the meeting. ' Regardless of whether or not administrative control of the Board of Trustees has been surrendered to the Owners, as improvements to the Common Property are completed, the Developer shall cause same to be turned over to the Association at which time the Association shall assume responsibility for the repair and maintenance of same. The satisfactory completion of such architect or engineer selected by the Board of Trustees. This will in no way relieve the Developer of its warranty obligations pursuant to u,J.§.A. 46:3B- l eta-eq 12 573609 . 04 Book12355 CFN#2006057025 Page 122 of 155 4.04.W.Developer—appointed Trustees A and B shall serve until their successors have been qualified and elected at the Transition Election. Trustees A and B elected at the First Transition Election shall serve terms expiring at the annual meeting of the membership held in the second calendar year following the year in which the Transition Election is held. Trustees C, D and E shall serve a term expiring at the annual meeting held in the calendar year following the year in which the current term of Trustees A and B expires. Thereafter, all Trustees shall serve for two year terms. It is the purpose and intent hereof that subsequent to the Second and Third Transition Elections, whichever is applicable, the terms of Trustees A and B shall expire in alternate years to the terms of Trustees C, D and E. 4.05.W-At‘ any duly held and constituted regular or special meeting of the Owners, any one or more Trustees may be removed with or without cause by vote of the majority of the Owners present, provided that the notice of the meeting expressly includes this item. A successor may then and there be appointed by a majority of the remaining Owner—elected Trustees to fill the vacancy thus created. Each person so appointed shall be a Trustee for the remainder of the term of the Trustee whose term he is filling and until his successor is duly elected and qualified. Any Trustee whose removal has been proposed shall be given an opportunity to be heard at the meeting. The failure of any Trustee to be a Member in Good Standing for a period of thirty (30) days or more shall be grounds for removal without any vote of the Members. An Owner~elected Trustee cannot be removed except by a majority vote of the Owners present other than the Developer. In the event that all of the Trustees are removed. successors shall be elected by the Owners other than the Developer in the manner set forth in Section 4.03 to fill the vacancies thus created. This section shall not apply to any Trustee appointed by the Developer. 4.06. Vacancies. Vacancies on the Board of Trustees caused by any reason other than the removal of a Trustee by a vote of the Owners shall be filled by a vote of a majority of the remaining Trustees. including the 13 573609.04 Developer’s appointees, at a special meeting of the Board of Trustees held for that purpose promptly after the occurrence of any such vacancy. Each person so elected shall be a Trustee for the remainder of the term of the Trustee whose term he is filling and until his successor shall have been duly elected and qualified. Despite the foregoing. until the First Transition Election, the Developer shall have the right to fill all vacancies on the Board of Trustees by appointment. Owner—elected vacancies on the Board of Trustees shall only be filled by Owners other than the Developer. whether same are appointed pursuant to the provisions herein, or elected pursuant to the provisions of Section 4.05. ARTICLE V TRANSACTION OF BUSINESS BY THE BOARD OF TRUSTEES 5 . 01-WThe property. affairs and business of the Association shall be managed by the Board of Trustees, which shall have all those powers granted to it by the Certificate of Incorporation, the Declaration, these By-Laws, and by law. 5.02. Developer's Ergtectivg Ergvisigns. After control of the Board of Trustees has become vested in Trustees elected by Members other than the Developer, and so long as the Developer owns at least one (1) Home and holds same for sale in the ordinary course of business, the following shall apply: (a) Neither the Association nor its Board of Trustees shall take any action that will impair or adversely affect the rights of the Developer or cause the Developer to suffer any financial, legal or other detriment. including but not limited to any direct or indirect interference with the sale of Homes, or the assessment of the Developer for capital improvements. (b) The Association and its Board of Trustees shall continue the same level of maintenance, operation and 14 573609.0i Book12355 CFN#2006057025 Page 124 of 155 Trustees. In such event, the Developer shall notify its veto right and any such proposal or action shall be deemed null and void ab initio and of no further force and effect. The aforementioned protective provisions shall be construed in accordance with and not in derogation of mid-Lg. 5:26-8.4 of the regulations promulgated pursuant to the New Jersey Planned Real Estate Development Full Disclosure Act. 3.51.5.3. 45:22A— l fl slag. “ and same shall not be amended without the emress written consent of the Developer. p 5.03. Meeting 52: the Board; Notices; Waiver of flotige. The first meeting of the Board shall be held within ten (10) days after the first annual meeting of the Owners and at such time and place as shall be fixed by a majority of the Board. No notice shall be necessary. Thereafter, regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the Board, but at least two (2) meetings shall be held each year. Notice of regular meetings of the Board 15 573609.04 Book12355 CFN#2006057025 Page 125 of 155 shall be given to each Trustee by telephone, mail, or telegram at least three (3) days prior to the day of the meeting. Special meetings of the Board may telephone, mail or telegram. which notice shall state the time. place and Special meetings of the Board shall be called by the the written President or the Secretary in like runner and on like notice on request of at least two (2) Trustees. Any Trustee may waive notice of any meeting of the Board in writing at any time, and such waiver shall be deemed equivalent to the giving of notice. Actual attendance by a Trustee at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof. If all the Trustees are present at any meeting of the Board. no notice shall be required and any business may be transacted at such meeting. Meetings of the Board of Trustees shall be conducted in accordance with N.J.S.A. 45:22A—46 and N.J.A.C. 5:20—l. 1 and Section 5.08 herein. ’ 5.04. Quorum and Adjourned Meetings. At all meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business and the votes of a nejority of the Trustees present and voting at a meeting at which a quorum is present shall constitute a valid decision. If at any meeting of the Board, there shall be less than a quorum present, the Trustee present shall adjourn the meeting to a new date. At any such adjourned meeting at which a quormn is present. any business which may have been transacted at the original meeting may be transacted without further notice. The vote of a majority of those present at a Board meeting at which a quorum is present shall be necessary for valid action by the Board on any matter. 5.05. Joinder in Meetings 91 Approval 0; Minutes. Subject to the provisions of m,1.$.A. 45:22A—46 and fl.g.A.g. 5:20—1.1, the transaction of any business at any meeting of the Board, however called and noticed, or wherever held, shall be as valid as if transacted at a meeting duly held after regular call and notice. if (i) a quorum is present; and (ii) either before or after the meeting, each Trustee signs a written waiver of notice, or a consent to the holding of the meeting. or an approval of the minutes thereof or of the 16 573609.04 Book12355 CFN#2006057025 Page 126 of 155 Declaration, the entire Board of Trustees shall have the power to take action on any matter on which it is authorized to act, without the necessity of a formal meeting and vote if the entire Board, or all the Trustees empowered to act, whichever the case may be, shall consent in writing to such action. 5.08. Mestingg_Qnen_tg_aer§L,mgtige-All Meetings of the Board of Trustees, except conferences or working sessions at which no binding votes are to be taken, shall be open to attendance by all Owners, subject to those exceptions set forth in u;fiés&5‘ 45:22A—46 and E.J.A.C. 5:20-l.1, as now or hereafter amended. The Board of Trustees may exclude or restrict attendance at those meetings, or portions of meetings, at which any of the following matters are to be discussed: 1) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; 2) any pending or 'enticipated litigation or contract negotiations; 3) any matters falling within the attorney~client privilege, to the extent that confidentiality is required in order for the attorney to exercise his ethical duties as a lawyer; or 4) any matter involving the employment, promotion, discipline or dismissal of a specific officer or employee of the Association. Adequate written notice of the time, place and the agenda, to the extent known, of all such open meetings shall be given by the Board of Trustees to all Owners at least forty—eight (48) hours in advance of such meeting in the manner required by fl,Q.A.C. 5:201.2( b) . moreover, the Board of Trustees shall also within seven (7) days 17 573809.04 following the Annual Meeting of the Association post, mail to newspapers and file with the administrator of the business office of the Association a schedule of the regular meetings of the Board of Trustees to be held in the succeeding year, as prescribed by N.J.A.g. 5:20—1.2(c) and make appropriate revisions thereto. all as required by H,Q.A.C. 5:20-l.2(c)l. ARTICLE VI POWERS AND DUTIES OF BOARD OF TRUSTEES 6.01. General Pogg;g_§nd Privileces. Subject to the Declaration, the Association may do all that it is legally entitled to do under the laws applicable to its form of organization. The Association shall discharge its powers in a manner that protects and furthers the health, safety and general welfare of the residents of the Community. The Association shall provide a fair and efficient procedure for the resolution of disputes between individual Owners and the Association, and between different Owners, that shall be readily available as an alternative to litigation. may be necessarily implied. 18 573609 . O4 Book12355 CFN#2006057025 Page 128 of 155 (c) (d) (e) (f) (h) To enforce obligations of the Owners and do anything and everything else necessary and proper for the sound management of the Property, including the right to bring or defend lawsuit to enforce the terms, conditions and restrictions contained in the Declaration. these By-oLaws, or any Rules and Regulations; and To borrow and repay monies giving notes, mortgages or other security upon such term or terms as it deems necessary; and To invest and reinvest monies, sue and be sued, collect interest, dividends, and capital gains, exercise rights,-pay taxes; make and enter into contracts: enter into leases or concessions; make and execute any and all proper affidavits for various purposes; compromise any action without leave of court; and all other powers contained herein, and those necessary and incidental thereto; and 19 (k) To transfer, grant or obtain easements, licenses and other property rights with respect to the Property in a manner not inconsistent with the rights of Owners; and (1) To purchase or lease or otherwise acquire in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners, Homes offered for sale or lease or surrendered by their Owners to the Board provided that the foregoing shall not be construed to constitute a right. of first refusal; and (m) To purchase Homes within the Community at foreclosure or other judicial sales in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners; and (11) To sell. lease, mortgage (but not vote the votes appurtenant thereto) or otherwise deal with Homes acquired by the Association, and. sublease any such Homes leased by the Association or its designees, on behalf of all Owners; and (0) To bring and defend actions by or against more than one Owner which are pertinent to the operation of the Community. the health, safety or general welfare of the Owners, or any other legal action to which the Owners my consent in accordance with these By-Laws; and (D) To appoint an Insurance Trustee, who shall not be a insurance proceeds; and 20 573609 .04 Book12355 CFN#2006057025 Page 130 of 155 (q) To create, appoint members to and disband such committees as shall from time to time be deemed appropriate or necessary to aid the Board of Trustees in the discharge of its duties. functions and powers; and (r) To establish an Architectural Control Committee as hereinafter provided in Article X. 6.02.W.It shall be the affirmative and perpetual obligation and duty of the Board of Trustees to perform the To cause the Common Property to be maintained according to accepted standards and as set forth in the Declaration. All repairs and replacements shall be substantially similar to the original application and installation and shall be of first class quality; and (b) To investigate, hire, pay, supervise and discharge the personnel necessary to be employed, and provide the equipment and materials necessary, to properly maintain and operate the Common Property. Compensation for the services of such employees (as evidenced by certified payroll) shall be considered an operating expense of the Association; and To cause to be kept a complete record of all its acts and corporate affairs and to present a sununary report thereof to the Members at the annual meeting or at any special meeting when requested in writing at least twenty—one (21) days in advance by Members entitled to cast at least twenty-five (25% ) percent of the total votes of the Association; and (d) To allocate common surplus or make repairs, additions. improvements to, or restoration of the Common Property 21 573609.04 Book12355 CFN#2006057025 ‘ Page 131 of 155 in accordance with the provisions of these By—Laws and the Declaration. after damage or destruction by any casualty, or as a result of condemnation or eminent domain proceedings; and (e) To take such action as may be necessary to comply promptly with. any and all orders or requirements affecting the premises maintained by the Association placed thereon by any federal, state, county or municipal authority having jurisdiction thereover. and order of the Board of Fire Underwriters or other similar bodies; and (f) To nenage the fiscal affairs of the Association as provided in Article VII; (g) To cause the Community to continue to qualify as 55 or Over Housing under the nhousing for older persons' exemption of the Fair Housing Amendments Act of 1988 and the Housing for older Persons Act of 1995, by the publication and adherence to the policies and procedures that demonstrate said intent, including, but not limited to: (i) the manner in which the Community is described to prospective Permitted Residents; the advertising designed to attract prospective Permitted Residents; the lease provisions; the Rules and Regulations, the Deed and the terms of actual practices of the Community: and the public posting on the Common Property of statements describing the Community as housing for persons 55 years of age or older; ; 573609.04 Book12355 CFN#2006057025 Page 132 of 155 occupancy of each Home, including the identification of Homes occupied by persons 55 years of age or older, which procedures must take place at least once every two years, which shall include appropriate documentation, including but not limited to, driver‘ s license, birth certificate, certification or other document signed by a Permitted Resident asserting that at least one Permitted Resident of the Home is 55 years of 'age or older, except to the extent that particular persons have previously provided age verification, copies of which are still available in the records of the Association. (h) To place and keep in force all insurance coverages required to be maintained by the Association, applicable to its property and Members including. but not limited to: (i) Bhysigal garage Igggrance. To the extent available in the normal commercial marketplace, hroad form insurance against lass by fire and against loss by lightning, Windstorm and other risks normally included within all risk extended coverage. including vandalism and malicious mischief. insuring all Common Property and supplies belonging to the Association, and 23 573609.04 covering the'interest of the Association, the Board, the Developer, all Owners and any Mortgage Holder who has requested the Association in writing to be named as loss payee, as their respective interests may appear, in an amount equal to the full replacement value of the Common Property (exclusive of foundations and footings) . The amount of any deductible and the responsibility for payment of same shall be determined by the Board, in its sole discretion. (ii) £13m} : Liability gnsurance. To the extent available in the normal commercial marketplace, public liability insurance for personal injury and death from accidents occurring within the Community (and any other areas which the Board of Trustees may deem advisable) and the defense of any actions brought by injury or death of a person or damage to property occurring within the Community and not arising by reason of any act or negligence of any individual Owner. Such insurance shall be in such? limits as the Board agent, the manager, and each Member. and also 24 573509 . 04 Book12355 CFN#2006057025 Page 134 of 155 Board of Trustees shall review such limits once the extent available in the normal commercial and defending the Trustees and Officers of the Association for their own negligence, against the liability for errors and omissions occurring in connection with the performance of their duties. in an amount of at least $1,000,000.00, with any deductible amount to be in the sole discretion of the Board of Trustees. (W)W.Workers compensation and New Jersey disability benefits insurance as required by law. (v) ce; Insurance. Such other insurance as the Board of Trustees may determine. All policies shall: (i) provide that adjustment of loss shall be made by the Board of Trustees; (ii) to the extent obtainable contain agreed amount and inflation guard endorsements; construction code endorsement; contingent liability from operation of building laws endorsement; demolition cost endorsement: and increased cost of construction endorsement; (iii) require that the proceeds of physical damage insurance be applied to the restoration of such Property and structural portions and service machinery as required by the Declaration and these By-Laws; (iv) provide that the insurance will not be prejudiced by any act or omission of individual Members that are not under the control of the Association; (v) provide that the policy will be primary, even if insurance covering the same loss is held by any Member(s) ; (vi) to the extent obtainable contain waivers of subrogation and waivers of any defense based on co~insurance or of invalidity arising from any acts of the insured; and (vii) provide that such policies may not be cancelled without 25 573609 .04 at least thirty (30) days prior written notice to all of the named insureds, including all Owners and Eligible Mortgage Holders. All policies shall show the named insured as: “The Village Grande at English Mill Homeowners Association, Inc. " and must require the insurer to notify in writing the Association and each Eligible Mortgage Holder or other entity named in the mortgagee clause at least thirty (30) days before it terminates or substantially changes the Association’s coverage. The Board of Trustees may determine. in its sole discretion, the amount of any deductible and the responsibility for payment of same as to any policy of insurance maintained under this subsection. Despite any other provisions of this subsection, the Association shall not be required to provide any type or amount of insurance not commonly available in the normal commercial marketplace. The premiums for any and all insurance coverage maintained by the Association shall be a Common Expense of the Association. In addition to the insurance required to be provided by Section 11.09 of the Declaration, Owners shall not be prohibited from carrying other insurance for their own benefit provided that all such policies shall contain waivers of subrogation: and, further provided that the liability of the carriers issuing insurance obtained by the Board of Trustees shall not be affected or diminished by reason of any such additional insurance carried by any Owner. ARTICLE VII FISCAL MANAGEMENT 7.01. Budget; common Expense Assessments. The Board of Trustees shall prepare an annual Common Expense budget which reflects the anticipated operating expenditures and repair and replacement reserve accumulation requirements for the next ensuing fiscal year of the Association. Common Expenses shall include, but are not limited to, the estimated costs for the operation, repair and maintenance of the Common Property, the estimated costs for the operation of the Association. and any reserves for deferred maintenance, replacement. or capital improvements of the Property. The Board 26 Book12355 CFN#2006057025 Page 136 of 155 7.02. Det mi 1 n f The amount of monies for Common Expenses deemed necessary by the Board of Trustees and the manner of expenditure thereof, including but not limited to, the allocation thereof, shall be a matter for the sole discretion of the Board of Trustees. 7.03.W. The Board of Trustees shall take and hold the funds as collected and shall disburse the same for the purposes and in the manner set forth herein and as required by the Declaration, Certificate of Incorporation, and applicable law. 7.04. Depositories. The depository of the Association shall be such a bank or banks as shall be designated from time to time by the Board of Trustees and in which the monies of the Association shall be deposited. withdrawal of monies from such accounts shall be only by checks signed by such parties as are authorized by the Board of Trustees, provided that a management agreement may include among its provisions authority for the manager to sign checks on'behalf of the Association for payment of the obligations of the Association, if the proper fidelity bond is furnished to the Association. 7.05.W. The receipts and expenditures of the Association shall be Common Expense Assessments and Common Ecpenses respectively, and shall be credited and charged to aceounts under the following classifications as the Board of Trustees shall deem appropriate, all of which expenditures shall be Common Expenses: (a) Current expenses, which shall include expenditures within the year for which the budget is made, including reasonable allowances’for contingencies and working funds. Current expenses shall not include expenditures chargeable to reserves. At the end of each year, the unexpended amount remaining in this 27 573609.04 Book12355 CFN#2006057025 Page 137 of 155 account shall be applied to reduce the assessments for current expenses for the succeeding year or may be distributed to the current membership in the same manner as assessed, as the Board of Trustees shall determine. (b) Reserve for deferred maintenance, which shall include funds for maintenance items that occur less frequently than annually. to) Reserve for replacement, which shall include funds for repair or replacement of the Common Property and those portions of the improvements located. on the Common Property which the Association is obligated to maintain or repair which is required because of damage, depreciation or obsolescence. The amounts in this account shall be allocated among each of the separate categories of replacement items, which amounts and items shall be determined in the sole and absolute discretion of the Board of Trustees which may of its useful life. (d) Reserves for capital improvements, which shall include 28 573609.04 Book12355 CFN#2006057025 Page 138 of 155 fund. (f) Working capital, including those nonrefundable" and nontransferable initiation fees imposed upon each Owner upon acquisition of title to a Home pursuant to Trustees in its reasonable discretion to meet unanticipated or other expenses of the Association (but not in order to reduce the annual Common Expense assessment) . (9) Bulk real estate tax reserve, which shall be those funds collected by the Association as Miscellaneous Assessments to enable the Association to pay to the Township of Egg Harbor those amounts estimated or assessed and billed as real estate taxes against the Common Property as a whole until such time as the Township of Egg Harbor assesses and bills all real estate taxes on a per unit basis. The Board of Trustees shall not be required to physically segregate the funds held in the above accounts except for reserves for replacementand repair, which funds must be maintained in separate accounts. The Board of Trustees may, in its sole discretion, maintain the remaining funds in one or more consolidated accounts. As to each consolidated account. the division into the various accounts set forth above need be made only on the Association’s records. 7.06. Essex-vs . The Board of Trustees shall not be obligated to spend all of the revenues collected in any accounting period and must maintain reasonable reserves for, among other things, repairs, replacements. emergencies. contingencies for bad weather or uncollected accounts. Despite anything herein to the contrary. the Board of Trustees in its determination of the Common Expenses and the preparation of a budget shall specifically designate and identify that portion of the Common Expenses which is to be assessed against the Owners as a capital contribution and is allocable to reserves for each separate item‘ of capital improvement of and to the Common Property. The amounts assessed and collected for the reserves shall be kept in one or more interest~bearing savings accounts, or certificates of deposit and shall not be utilized for any purpose other than that which was contemplated at the time of the assessment. The foregoing shall not be construed to mean that the Board of Trustees shall not be permitted to keep necessary discharge of its functions. 30 573509.04 Book12355 CFN#2006057025 Page 140 of 155 installment upon any assessment, the Board of Trustees may accelerate the remaining installments of the assessment and file a lien for such accelerated amount upon notice to the delinquent Owner, and if the delinquent installment has not been theretofore paid, the then unpaid balance of the assessment shall become due upon the date stated in the notice. which date shall not be less than five (5) days after delivery of the notice to the Owner or not less than ten (10) days after the mailing of such notice to him by registered or certified mail; whichever shall first occur. If no such notice is given and default shall continue for a period of thirty (30) days, the Board of Trustees shall he required to accelerate the remaininginstallments of the assessment upon similar notice to the Owner and to file a lien for such accelerated assessment as permitted by law if the delinquent 'assessment has not been heretofore paid. In the latter event, the Board of Trustees may also notify any Eligible Mortgage Holder holding a mortgage which encumbers the Home affected by such default or publish appropriate notice of such delinquency to the membership of the Association. If any default continues for a period of ninety (90) days, the Board of Trustees shall foreclose the foregoing lien pursuant to law or commence a suit against the appropriate parties to collect the assessment or both. 7.09. Interest and Cogggl Fees. The Board of Trustees at its option shall have the right in connection with the collection of any assessment, or other charge. to impose a late fee of any reasonable amount or interest at the legal maximum rate permitted by law for the payment of delinquent real estate taxes or both, if payment is made after a date certain stated in such notice. In the event that the Board of Trustees shall effectuate collection of assessments or charges by resort to counsel or the filing of a lien or both, the Board of Trustees may add to those assessments or charges as counsel fees, plus the reasonable costs for preparation, filing and discharge of the lien. in addition to such other costs as may be allowable by law. 31 573609.04 7.10. Assessment of E e s ' Actions ssocia ' Allocation of Awards. (a) Qommon menses. In\the case of any action or proceeding brought or defended by the Association or the Board of Trustees pursuant to the provisions of the Declaration, Certificate of Incorporation, these By—Laws, or any Rule or Regulation, the reasonable costs and expenses of preparation and litigation, including attorneys’ fees, shall be a Common Expense allocated among all Owners, other than Developer. All Common Expense assessments received and to be received by the Board of Trustees for the purpose of paying any judgment obtained against the Association or the Board of Trustees. and the right to receive such funds, shall constitute trust funds and shall be expended first for such purpose before being expended in whole or in part for any other purpose. Money judgments recovered by the Association in any action or proceeding brought hereunder, including costs, penalties or damages shall be deemed a special fund to be applied to (1) the payment of unpaid litigation expenses; (2) refunding to the Owners the cost and expenses of litigation advanced the purpose of the litigation; (4) repair or reconstruction assessments. Despite the foregoing, if a Owner(s) , the 32 Book12355 CFN#2006057025 Page 142 of 155 ‘ Board of Trustees or any other person or legal entity damages sustained or the diminution in. value suffered by a Owner(s) was disproportionate to his or their percentage of common interest, the matter shall be submitted to binding arbitration in accordance with the procedures set forth in Article XV hereof. (c) W In the event that an Owner(s) obtains a judgment or order against the Association or the Board of Trustees, he shall also be entitled to the restitution or recovery of any Sums paid to the Board of Trustees as Common Expense assessments for litigation expenses in relation to said action or proceeding in addition to any other sums to which said 0wner(s) would otherwise be entitled by such judgment or order. 7.11. gower of Attgrggg to Hggger of a germitted Mortgage. In the event the Board of Trustees shall not cause the enforcement procedures provided in Sections 7.08 and 7.09 above to be implemented within the time provided, any holder of a Permitted Mortgage for any Home as to which there shall be such unpaid Common Expense assessments is hereby irrevocably granted a power of-attorney to commence such actions and to invoke such other remedies, all in the name of the Association. This power of attorney is expressly stipulated to be coupled with an interest in the subject matter. 7.12. Annual Audit. The Board of Trustees shall submit the books, records, and memoranda of the Association to an annual audit by an independent, certified public accountant who shall audit same and render a report thereon in writing to the Board of Trustees and in summary form to the Owners and such Eligible Mortgage Holders or other persons, firms or corporations as may be entitled to same. While the Developer maintains a majority of the Board of Trustees, it shall have an annual audit of Association funds prepared by an independent public accountant, a copy of 33 573609. O4 Book12355 CFN#2006057025 Page 143 of 155 for same by said Eligible Mortgage Holder submission of a written request within ninety (90) days of the expiration of the fiscal year of the The audit shall cover the operating budget and reserve accounts. 7.13. gmmungtion of Books. Each Owner shall be permitted to examine the books of account of the Board of Trustees by appointment in the offices of the Association or such other place as may be designated therefor by the Board of Trustees at a reasonable time on business days, provided, however, that the Treasurer’ has been given at least ten (10) days prior written notice of the Owner's desire to make such an examination. 7.14. £idelity__ggngs. The Board of Trustees shall require fidelity bonds from all persons handling or responsible for Association funds. The amount of such bonds shall be in the amount of the maximum funds that will be in the custody of the Association at any one time, but in no event less than the sum oi three (3) months assessments of all Homes. This amount shall be determined by the Board of Trustees. While the Developer maintains a majority of representation on the Board of Trustees, it shall post, at the Association's expense, a fidelity bond or other guaranty acceptable to the New Jersey Department of Community Affairs, in an amount equal to the annual budget. For the second and succeeding years in which the Developer maintains a majority of representation on the Association’s Board of Trustees, the amount of the bond or other guaranty shall also include accumulated reserves. The premiums on such bonds shall be paid by the Association. ARTICLE VIII OFFICERS 8.01. Designation. The principal officers of the Association shall be a President, a Vice—President, both of whom shall be members of the Board of Trustees, a Secretary and a Treasurer. The Board of Trustees may also appoint such other Assistant Treasurers and Assistant Secretaries as in its judgment may be necessary. Any two (2) offices, except that of President and Vice—President. may be held by one person. 34 573609.04 Book12355 CFN#2006057025 Page 144 of 155 8.02. Election of ficers. The officers of the Association shall each annual meeting and such officers shall hold office at the pleasure of the Board of Trustees. 8.03. ggmgva; of, Qfifiigega. Upon an affirmative vote of a majority of the full number of Trustees, any officer may be removed, either with or without cause, after opportunity for a hearing, and his successor elected at any regular meeting of the Board of Trustees, or at any special meeting of the Board of Trustees called for such purpose. 3.04. but 5 Res (a) The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Trustees. He shall have all of the general powers and duties which are usually vested in the office of President of an Association. (13) The Vice—President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board of Trustees shall appoint some other Trustee to so do on an interim basis. The Vice-President also perform such other duties as shall from time to time be imposed upon him by the Board of Trustees. (c) The Secretary shall keep the minutes of all meetings of the Board of Trustees and the minutes of all meetings of the Members of the Association. He shall have charge of such books and papers as the Board of Trustees may direct. The Secretary shall, in general, perfom all the duties incident to the office of the Secretary. 3S 573609.04 Book12355 CFN#2006057025 Page 145 of 155 (d) The Treasurer shall have the responsibility for the custody of Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit of, the Association in such depositories as may from time to time be _ authorized by the Board of Trustees. 8.05. Other Quties and Powers. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Trustees. 8.06.W.Nothing herein contained shall prohibit a Trustee from being an officer. ARTICLE IX COMPENSATION, INDEMNIFICATION AND EXCULPABILIT'Y OF OFFICERS, TRUSTEES, AND COWITTEE MEMBERS 9.01.W. No compensation shall be paid to the President or the Vice~President or any Trustee, or committee member for acting as such. The Secretary or Treasurer or both may be compensated for their services if the Board of Trustees determines that such compensation is appropriate. Nothing herein stated shall prevent any officer, Trustee, or committee member from. being reimbursed for out-of~pocket expenses or compensated for services rendered in any other capacity to or for the Association. provided that any such expenses incurred or services rendered shall have been authorized in advance by the Board of Trustees. 9.02. Ipdemnificatign. Each Trustee, officer or committee member of the Association shall be indemnified and defended by the Association against the actual amount of net loss including counsel fees, reasonably incurred by or imposed upon him in connection with any action, suit or 36 573609.04 Book12355 CFN#2006057025 Page 146 of 155 officer or Committee Member shall be entitled to indemnification for any loss, including reasonable attorneys' fees, for such ordinary negligence as may be indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified had not been guilty of gross negligence or willful misconduct. 9.03. Exculnability. Unless acting in bad faith, neither the Board of Trustees as a body nor any Trustee, officer, or corrmittee member shall be personally liable to any Owner in any respect for any action or lack of action arising out of the execution of his office. Each Owner shall be bound by the .good faith actions of the Board of Trustees, officers and committee members of the Association. in the execution of the duties of said Trustees, officers and committee members. Nothing contained herein shall be construed to exculpate members of the Board of Trustees appointed by the Developer from discharging their fiduciary responsibilities. ARTICLE X ARCHITECTURAL CONTROL COMMITTEE 10.01. Puggose. The Board of Trustees may establish an Architectural Control Committee, consisting of three (3) to five (5) members appointed by the Board of Trustees, each to serve for a staggered term of two years. in order to assure that the Property shall always be maintained in a manner: (a) .providing for architectural consistency, visual and aesthetic harmony and soundness of repair: (b) avoiding activities deleterious to the aesthetic or property values of the Community; 37 573609.04 (c) furthering the comfort of the Owners, their guests, invitees and lessees; and (d) promoting the general welfare and safety of the Property. 10.02. genera. The Architectural Control Committee, if established, shall regulate the external design. appearance, use and maintenance of the Common Property in accordance with standards and guidelines contained in the Declaration or these By»Laws or otherwise adopted by the Board of Trustees. The Architectural Control Committee shall have the poWer to issue a cease and desist order to an Owner, :his‘guests, invitees or lessees whose actions are inconsistent with the provisions of the Governing Documents (upon petition of any‘ Owner or upon its own motion) . The Architectural Control Committee shall provide interpretations of the Governing Documents requested to do so by an Owner or the Board of Trustees. Any action, ruling or decision of the Architectural Control Committee may be appealed to the Board of Trustees by any party deemed by the Board of Trustees to have standing as an aggrieved party. within forty—five (45) days of the receipt of the written determination of the Architectural Control Committee. If said action, ruling or decision is appealed to the Board of Trustees within said forty—five (45) day period, the Board of Trustees may modify, reverse or confirnl any' such action, ruling or decision. If said action, ruling or decision is not appealed to the Board of Trustees within said forty—five (45) day' period, the decision of the Architectural Control Committee shall be mediation in Section 12.05 hereof. 38 573609. 04 Book12355 CFN#2006057025 Page 148 of 155 the Board of Trustees. Despite the foregoing, no action may be taken by the involved at least Architectural Control Committee without giving the 0wner(s) ten (10) days prior written notice and affording him the opportunity to be heard, with or without counsel, with respect to the violation(s) asserted. 11.01.m. The Board of Trustees may appoint other committees of the Association, including. but notvlimited to, an Alternative Dispute Resolution Committee (‘ADR Committee”) , from time to time as needed. Each comittee shall consist of a chairman and two or more members and shall include a member of the Board of Trustees. ' 11.02. gubcppmittggs. Each of the committees shall have power to appoint a subcommittee from among its members and may delegate to any such subcommittee any of its powers, duties and functions. 11.03. Duties. It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, Trustee or officers of the Association as is further concerned with the matter presented. ARTICLE XII ENFORCEMENT 12.01. Egfiggcement. The Board of Trustees shall have the power, at its sole option, to enforce the terms of this instrument or any rule or regulation premulgated pursuant thereto, by any or all of the following: self—help; sending notice to the offending party to cause certain things to be done or undone; restoring the Association to its original position and charging the breaching party with the entire cost or any part thereof; complaint to the duly constituted authorities; or by taking any other action before any court, summary or otherwise, as may be provided by law. 39 573609.04 Book12355 CFN#2006057025 Page 149 of 155 12.02. zines. To the extent now or hereafter permitted by the law of the State of New Jersey. the Board of Trustees shall have the power to levy fines against any Owner(s) for violaticn(s) of any Rule or Regulation of the Association or for any covenants or restrictions contained in the Declaration or By—Laws. No fine may be levied for more than $50.00 for any one violation. Each day a violation continues after notice shall be considered a separate violation. Collection of fines may be enforced against any Owner‘s) involved as if the fine were a Common Expense Assessment owed by the particular 0wner(s) . Despite the foregoing, before the Board of Trustees imposes any fine, the Owner involved shall be given at least ten (10) days prior written notice and afforded an opportunity to he heard with respect to the violation(s) asserted. 12.03. uaiyer. No restriction, condition. obligation or covenant contained in these By—Laws shall be deemed to have been abrogated or waived by reason of the failure to enforce the same irrespective of the number of violations or breaches thereof which may occur. 12.04. C§B§ § of Action Against A§32£ié§i0n-Owners shall have a cause of action, to the extent permitted by the laws of this State, against the Association for its failure to act in accordance with the Declaration, Certificate of Incorporation, these By—Laws, any Rules Regulations or governing the Community or any formal decisions of the Association. 12.05. lterna ve D u e R lutio Proc a. Authority. . In addition to the mediation authority granted to it herein, the ADR Committee, if created, shall have such 40 573609.04 Book12355 CFN#2006057025 Page 150 of 155 taken by the ADR Committee without giving the Mafia) involved at least ten (10) days prior written notice and affording the Owner an opportunity to be heard, with or without counsel, with respect to the violation(s) asserted. Further, any Owner who is aggrieved by any decision of the AER Committee shall have the right to appeal such decision to a court of competent jurisdiction. Any dispute between or among Owners or with the Association, other than collection matters, must first be submitted to the ADR Committee for mediation or non-binding arbitration before any litigation is commenced with respect to the dispute in question, all as contemplated by N.J.S. 45:22A-44(c) and Section 12.02 hereof. If there is not an appeal to a court of competent jurisdiction within forty-five (45) days of the decision by the ADR Committee. the decision of the ADR Committee shall be binding on all parties and shall have the full force and effect allowed under the laws of the State of New Jersey. b. Mediation Alternative. Prior to the commencement of any non-binding arbitration hearing by the ADR Comittee pursuant to Section 12.01. any party to the dispute, or the Committee on' its own motion, may request mediation of the dispute by an impartial mediator appointed by the Committee in order to attempt to settle the dispute in good faith. Such mediator may be a member of the ADR Committee, its counsel or any other qualified mediator. Any such mediation shall be concluded within fifteen (15) days after such request, unless extended by the mediator for good cause. In the event that no settlement is reached within said fifteen (15) day period, all relevant time periods in the hearing process shall be extended for fifteen (15) days plus any extension period. 12.06. Compliange fly Mappers Each Member shall comply with and shall assume ownership or occupancy subject to the laws. rules and regulations of those governmental authorities having jurisdiction over the Commity, and the provisions of the Declaration, the Certificate of Incorporation and By— Laws of the Association. Rules and Regulations or any other documents. amendments or supplements to the foregoing. Failure to comply with any of the foregoing shall be grounds for commencement of action for the recovery of 573609.04 Book12355 CFN#2006057025 Page 151 of 155 damages, or for injunctive relief, or both. by the Developer, the Association, or any Member, in any court or administrative tribunal having jurisdiction, against any person or persons, firm or corporation violating or attempting to violate or circumvent any of the aforesaid, and against any Member, to enforce any lien created by ‘the Declaration or any covenant contained therein. Failure by the Developer, the Association, or any Member to enforce any covenant therein contained for any period of time shall in no event be deemed a waiver or estoppel of the right to thereafter enforce same. 12.07.mm. The Association shall not be liable in any civil action brought by or on behalf of a Owner to respond in damages as a result of bodily injury to the Owner occurring on the premises of the Association except as a result of its willful, wanton or grossly negligent act of commission or omission. That is, the Association, Board of Trustees and the members, agents and employees thereof, will be held harmless for any loss suffered by any Owner and caused by the ordinary negligence of the Association, the Board of Trustees, any committee or any employee, agent or member of such body. ARTICLE XIII AMENDMENTS Subject to the restrictions in Article XIII of the Declaration, these By~Laws, or any of them, may be altered or repealed, or new By—Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of fifty-one (51% ) percent in number and in interest of the Common Expenses with respect to the Homes or the Property may not be changed 42 Book12355 CFN#2006057025 Page 152 of 155 including any successor of the Developer, unless the Developer, or its successor, has given its prior written consent thereto. ARTICLE XIV 14.01. ggngligp. Despite anything to the contrary herein, if any provision. of these By—Laws is in conflict with or contradiction of the Declaration, the Certificate of Incorporation or with the requirements of any law, the requirements of said Declaration, Certificate of Incorporation or law shall be deemed controlling. _ 14.02. :gyalidity. The invalidity of any part of these By—Lawa shall not impair or affect in any manner the enforceability or affect the remaining provisions of the By-Laws. ARTICLE XV NOTICE Any notice required to be sent to any Owner under the provisions of the Declaration, the Certificate of Incorporation or these By—Laws shall be deemed to have been properly sent and notice thereby given, when mailed by regular post with postage prepaid, addressed to the Owner at his last known post office address on the records of the Association at the time of such mailing. Notice to one of two or more co—owners of a Home shall constitute notice to all co-owners. It shall be the obligation. of every' Owner to immediately notify the Secretary of the Association in writing of any change of address. valid notice may also be given to Owners by (1) personal delivery to any occupant of said Home over the age of fourteen (14) years of age or (ii) by affixing the notice to or sliding same under the front door of any ARTICLE XVI CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words “The Village Grande at English Mill Homeowners Association. Inc. ‘ 43 573609. 04 to Book12355 CFN#2006057025 Page 154 of 155 f 155