DECLARATION AND COVENANTS, CONDITIONS, AND RESTRICTIONS FOR BROOKSIDE VILLAGE

AN AGE TARGETED COMMUNITY

THIS DECLARATION, is made and executed on this ____ day of May, 2017, by

Golden Oak Land Group, LLC, hereinafter referred to as the Declarant.

WITNESSETH:

WHEREAS, Declarant is the record fee simple title owner of real property in

Tallahassee, Leon County, Florida, which is more particularly described on the attached

Exhibit “A”, and

WHEREAS, These covenants rescind and replace any prior restrictive covenants

placed on the Property; and

ARTICLE I—Definitions

(a) “Association” shall mean the Brookside Village Home Homeowners

Association, Inc. a Florida corporation not for profit, its successors and assigns.

(b) “Declarant” is Golden Oak Land Group, LLC.

(c) “Property” shall mean that certain real property described in Exhibit ”A”

attached hereto and any additions hereto which may hereafter be brought within the

jurisdiction of the Association.

(d) “Lot” shall mean any lot shown on the plat attached hereto as Exhibit “B”.

(e) “Owner” shall mean any record owner of a fee interest or individual fee interest

in a Lot, whether one or more persons or entities, including contract sellers, but excluding

any person or entity having an interest in a Lot, whether one or more persons or entities,

including contract sellers, but excluding any person or entity having an interest in a Lot

as security for the performance of an obligation.

(f) “Member” shall mean a member of the Association as defined in Article III

herein below.

(g) “Easement Areas” shall mean those easements for ingress and egress,

roadways, pedestrian walkways, bikeways, utilities, drainage, holding ponds, and parks,

as shown on the recorded plat of the Property, and which include those Homeowners

Association Easement Areas shown on the plat attached hereto as party of Exhibit “B”.

ARTICLE II—Property Rights

(a) Every owner shall have a right and easement of enjoyment in and to the

Easement Areas which shall be appurtenant to and shall pass with the title to every Lot,

subject to the following conditions:

(1) The dedication of the roadways and drainage ponds to the City of

Tallahassee;

(2) The right of the Association to make and enforce reasonable rules and

regulations relating to the Easement Areas;

(3) The right of the Association or any other owner of record to dedicate all or

any part of the Easement Areas to any public agency or authority; No such dedication by

the Association shall occur unless, at a meeting of the Members of the Association, called

for such purpose, two-thirds (2/3) of those votes cast at such a meeting of the Members are

cast in favor of the proposed dedication; and

(4) No Owner shall have any greater rights in that easement and right of way

described in the Plat than granted to an Owner in said Plat.

(b) Any Owner may delegate his right of enjoyment to the Easement Areas to members

of his family, his tenants or contract purchasers who reside on the property, and to his

invitees.

(c) No property owner shall erect a fence in a drainage easement in a way that would

impede the flow of water through the easement. The Association shall be granted any

easements necessary over individual properties by Owners to access and maintain the

Landscape Buffer and drainage easements.

ARTICLE III—Membership

Every person or entity who is a record owner of a fee interest or undivided fee interest

in any lot which is subject to the Declaration, including contract sellers, shall be a member

of the Association. Membership shall be appurtenant to and not severable from ownership

of any Lot which is subject to the Declaration. Membership shall terminate immediately

upon the transfer of all member’s fee interest(s) or undivided fee interest(s) in any Lot(s)

subject to the Declaration. The Association shall not issue any certificates of membership.

ARTICLE IV—Voting Rights

(a) The Association shall have two classes of voting membership as follows:

Class A. Class A Members shall be all Members with the exception of the Declarant.

Class A Members shall be entitled to one vote for each Lot owned. If two or more Members

own a fee interest in any Lot then their vote shall be exercised as they so determine, but in

no event shall such Class A Members be allowed more than one vote for each Lot which is

co-owned by them.

Class B. The Class B Member shall be the Declarant. The Declarant shall be

entitled to three votes for each Lot owned by Declarant. The Declarant’s Class B

membership shall be converted to Class A membership on the date when the Declarant

owns of record a fee interest in no more than five or fewer Lots subject to the Declaration.

(b) Notwithstanding anything to the contrary contained herein, the Board of Directors

shall be elected by the members on a one Lot one vote basis at an election to be held before

50% of the Lots have been sold or deeded by the Declarant.

ARTICLE V—COVENANTS FOR ASSESSMENTS

(a) The Declarant, for each Lot owned within the properties, hereby covenants, and

each Owner of any Lot by acceptance of a deed therefore, whether or not it shall be so

expressed in such deed, is deemed to covenant and agree to pay to the Association

annual assessments or charges and special assessments for capital improvements and

lawn care and landscape maintenance provided by a third party for each Lot. The lawn

care and landscaping will include mowing, blowing, edging, pruning, and weeding of flower

beds. Owner must provide access to front and back yard for lawn care. The assessments

are to be established and collected as hereinafter provided. The annual and special

assessments, together with interest, costs, and reasonable attorney’s fees, shall be

charged on an Owner’s Lot and shall be a continuing lien upon the Lot against which each

such lot assessment is made. Each such assessment, together with interest, costs, and

reasonable attorney’s fees, shall also be the personal obligation of the Owner of such Lot

at the time when the assessment fell due. The personal obligation for delinquent

assessments shall not pass to the Owner’s successors in title unless expressly assumed

by them.

(b) The assessments levied by the Association shall be used exclusively to

promote the recreation, health, safety, and welfare of the Owners and for the improvement

and maintenance of the common areas, individual Lots lawns and landscape maintenance,

front entrance landscaping, signage and Easement Areas.

(c) The annual assessment for each Lot is $810.00 per year and shall be

collected in quarterly or yearly installments at the election of the Association. Changes in

the annual assessment will be by a Majority vote by members who are voting in person or

by proxy at a meeting duly called for this purpose.

(d) In addition to the annual assessments authorized above, the Association may

levy, in any assessment year, a special assessment applicable to that year only for the

purpose of defraying, in whole or in part, the cost of any maintenance, construction,

reconstruction, repair or replacement of an improvement upon the Easement Areas,

excluding the roadways and drainage ponds, including fixtures and personal property

related thereto, provided that any such special assessment must have the assent of two-

thirds (2/3) of the votes of members who are voting in person or by proxy at a meeting duly

called for this purpose. Once approved by the Members, a special assessment shall be

collected in the manner determined by the Board of Directors. A special assessment must

be fixed at a uniform rate for all Lots.

(e) Written notice of any meeting called for the purpose of taking any actions

authorized under Article V, paragraph (d) hereinabove shall be mailed or delivered to all

Members not less than 30 days or more than 60 days in advance of the meeting. At such

meeting, the presence of members or of proxies entitled to cast a majority of all the votes of

the Members shall constitute a quorum.

(f) In the event an owner of any Lot shall fail to maintain the premises and the

improvements situated thereon in a manner satisfactory to the Board of Directors, the

Association, through the Board of Directors and after approval by majority vote of the Board

of Directors, shall have the right, through agents or contractors or otherwise, to enter upon

said Lot and to repair, maintain, and restore the Lot and the exterior of any building and any

other improvements erected thereon. The cost of such maintenance shall be added to and

become part of the assessment to which such Lot is subject.

(g) There is a 10% past due charge added for any assessment not paid within 30

days after the due date. Any assessment not paid within thirty (30) days after the due date

shall bear interest from the due date at the rate of 10 percent per annum. The Association

may bring an action at law against the Owner personally for non-payment of the

assessment, or it may foreclose the lien against the lot. No Owner may waive or otherwise

escape liability for the assessments provided for herein by non-use of the Easement Areas

or Abandonment of a Lot.

(h) As long as the Declarant retains ownership of Lots they will pay no

assessments or due on said Lots. Declarant will cover shortfall in the operation budget for

Ox Bottom Crest up to the per Lot dues or assessment amount as long as no Dues are paid.

Developer-owned lots will be subject to that portion of the assessment representing

maintenance costs when more than 50 percent of the lots have been sold or deeded away

by the developer and to that portion of the assessment representing the contribution to a

reserve account when more than 75 percent of the lots have been sold or deeded away by

the developer. Once the Declarant acquires a Certificate of Occupancy for a home on a Lot,

the Lot’s new Owner shall be assessed the full assessment that year on a pro rata basis.

(i) Attorney’s fees will be awarded to the prevailing party in litigation to require

the association, or other corporate entity, to perform its obligation in regard to annual

assessments and the maintenance or repair of streets and other common facilities.

(j) Provide for an award of attorney’s fees to the prevailing party in litigation to

require the developer to incorporate the association or to perform any other action or

obligation imposed on the developer pursuant to the restrictive covenants.

(k) Developer will deed the private streets or roads, drainage facilities, and other

required common are improvements to the property owners association or other responsible

corporate entity before more than 70 percent of the subdivision lots have been sold or

deeded by the developer.

(l) If amending the required provisions set forth in subsections 10-7.610.1(a)

through 1.(m) of Leon County Code of Ordinances written consent and joinder of the county

is required.

ARTICLE VI—Architectural Control

(a) No Owner shall erect or maintain any building, fence, light post, mailbox, wall,

or other structure, nor commence or make any exterior addition to or alteration of the shape,

color or appearance of the exterior of existing improvements, nor make any material

alteration, addition or deletion to the landscaping of any Lot, unless and until the plans and

specifications showing the nature, kind, shape, height, materials, color, location and all other

details shall have been submitted to and approved in writing by an Architectural Control

Committee of the Board of Directors as to the quality of materials, harmony of external

design and color, and the location in relation to surrounding structures and topography. The

Architectural Control Committee must also approve the site plan for each dwelling or

improvement with respect to its proximity to dwellings or improvements on adjacent Lots

and the effect it will have on the privacy of adjacent Lot Owners. Except with respect to the

minimum requirements set forth in Article VI, paragraph (c) herein below, if the Architectural

Control Committee fails to take action on the Owner’s plans and specifications within 30

days after its receipt of same, its approval will not be required.

(b) The Declarant, or its designee, shall comprise the Architectural Control

Committee until such time as it owns no lots in the subdivision or otherwise resigns.

(c) The minimum building and architectural control requirements applicable to the

property are as follows:

(1) The minimum size of a residential dwelling constructed on a Lot shall be

one thousand three hundred fifty (1,350) heated square feet. Porches, garages, and deck

areas, even if heated, shall not be included in this minimum square footage requirement. In

the event a structure contains more than one story, the ground floor must contain not less

than 1,000 heated square feet.

(2) No building or other structure of any type constructed on a Lot shall

exceed two (2) stories in height.

(3) Each single family detached unit shall have an enclosed garage

capable of accommodating two automobiles. Garage doors shall be kept closed except

when exiting and entering. Motor vehicles shall not be parked on unpaved front yard portions

of the parcel. Parking on the street is prohibited with the exception of short term guest

parking.

(4) All fences must be approved by the Architectural Control Committee.

In addition, all Fences must be painted white within 90 days of installation.

(5) Each residential dwelling shall be connected to an underground utility

system with the City of Tallahassee or Talquin Utilities, the cost of which is to be borne by

the Owner.

(6) All residential dwellings shall have a front elevation which architectural

detail is consistent with other dwellings located on the Property.

(7) All shingles must be approved by the Architectural Control Committee,

including color and type.

(8) Landscaping consistent with other dwellings located on the Property is

required with respect to each new residential dwelling.

(9) All disturbed areas of land between the front of a residential dwelling

and the curb shall be sodded in an uninterrupted pattern or mulched in a controlled manner.

All other disturbed land areas on each Lot must at least be seeded and/or mulched in such

a way that erosion and sediment runoff is controlled.

(10) All mailboxes shall be approved by the Architectural Control

Committee.

(11) All structures erected on a lot shall comply with all applicable building

codes. In no event shall a residential dwelling be constructed nearer to the front lot line than

15 feet or nearer to the rear lot line that 10 feet or nearer to any side street lot line than 15

feet. The minimum side lot line setback shall be 5 feet.

(12) All satellite dishes must be installed in the back yard of the homes

unless an alternate location is submitted to and approved by ACC.

(13) Each residential dwelling shall have a driveway of appropriate

dimensions which shall be constructed of concrete.

(14) No window air conditioning units shall be permitted.

ARTICLE VII—Land Use Restrictions

(a) No house, Lot, or any part thereof may be subdivided. No house shall be

occupied or used except for residential purposes, except that home offices incidental to

residential purposes are permitted, and except further that the Declarant and its successors

or assigns may use houses as model homesites and for display and sales offices. All

residential dwellings must be single-family detached dwellings.

(b) No noxious or offensive activities shall be carried on, in, upon or around any

house or in or upon any Easement Areas, nor shall anything be done thereon which may be

or may become any annoyance or a nuisance to other Owners.

(c) No structure of a temporary character, trailer, shack, barn or other out building

shall be erected or used on any Lot at any time, either temporarily or permanently unless

approved by the Architectural Control Committee, provided, however, Declarant may

maintain offices or storage facilities during the construction and sales periods. Likewise, a

contractor may maintain a temporary storage facility to store the contractor’s materials

during construction.

(d) No sign or billboard of any kind shall be displayed to the public view on any Lot

or any portion of the Easement Areas except one (1) sign of customary and reasonable

dimension advertising the house for sale or rent or except signs used by Declarant, its

successors or assigns to advertise the property during the construction and sales periods.

(e) All rubbish, trash and garbage shall be regularly removed from each Lot and

shall not be allowed to accumulate thereon. All trash and garbage shall be kept in sanitary

closed containers.

(f) No Owner may construct or use and operate an external radio or television

antenna without the prior written consent of the Architectural Control Committee.

(g) No disabled vehicle shall be parked or stored on any of the Easement Areas,

nor parked or stored on any Lot except in a garage. No boat, trailer, camper, or recreational

vehicle shall be parked or stored on any of the Easement Areas nor parked or stored on any

Lot except in a garage or at a location behind the residence. However, in no event shall

vehicles be visible from a street which runs adjacent to the property.

(h) Household pets such as dogs or cats are permitted but shall not be kept,

maintained, bred, or raised for commercial purposes.

(i) The Property Owners shall have the right to lease their houses provided that

the lease is made subject to the covenants, conditions, restrictions, limitations and uses

contained in this Declaration and those contained in the Articles of Incorporation and Bylaws

of the Association.

(j) No Basketball goals shall be permitted to be attached to any part of the dwelling.

Temporary basketball goals with wheels are permitted only while being used. When not in

use basketball goals are required to be stored on the side of the home or in the garage.

Permanent Basketball goals will not be permitted.

ARTICLE VIII—Dedication of Easement Areas

Declarant, its successors and assigns reserve the right to dedicate all or part of the

Easement Areas to any public agency or governmental unit, and all easements in favor

of the Owners created by this Declaration are subject to this condition.

ARTICLE IX—Enforcement

The Association, or any Owner, shall have the right to enforce, by any proceeding

at law or in equity, all restrictions, condition, covenants, reservations, liens and charges

now or hereafter imposed by the provisions of this Declaration. Failure by the Association

or by any Owner to enforce any covenants, restriction, condition, reservation, lien or

charge herein contained shall in no event be deemed a waiver of the right to do so.

ARTICLE X—Duration and Amendment

The covenants, conditions and restrictions of this Declaration shall run with and bind

the Property for a term of thirty (30) years from the date this Declaration is recorded, after

which time they shall be automatically extended for successive periods of ten (10) years.

This Declaration may be amended at any time with consent and approval of not less than

two-thirds (2/3) of the Owners. For the purposes of amendment of this Declaration, co-

owners of a Lot shall be considered as one owner. To become effective, an amendment

must be recorded. However, the Declarant reserves and shall have the sole right: (a) to

amend these Covenants and Restrictions for the purpose of curing any ambiguity in or

any inconsistency between the provisions contained herein; (b) to include in any contract

of deed, subsequent Declaration of Covenants and Restrictions, or other instrument

hereafter made, any additional covenants and restrictions applicable to the said land

which do not lower standards of the covenants and restrictions herein contained; and (c)

to grant reasonable variances from the provisions of this Declaration, or any portion

hereof, in order to overcome practical difficulties and to prevent unnecessary hardship in

the application of the provisions contained herein, provided, however, that said variances

shall not materially injure any of the property or improvements of an adjacent property.

No variance granted pursuant to the authority granted herein shall constitute a waiver of

any provision of this Declaration as applies to any other person or real property.

IN WITNESS WHEREOF, the Declarant has caused this Declaration of Restrictive

Covenants to be executed the date and year first above written.

Signed, sealed and delivered

in the presence of:

___________________________________ Golden Oak Land Group, LLC Signature ___________________________________ __________________________________ Printed Name By: Tom Asbury ___________________________________ Its: Manager Signature ___________________________________ Printed Name

STATE OF FLORIDA

COUNTY OF LEON

Tom Asbury, Manager of Golden Oak Land Group, LLC known to be the person described in and

who executed the foregoing instrument, who acknowledged before me that he executed the same,

that I relied upon the following form of identification of the above-named person:

_____________________________________ and that an oath was/ was not taken.

WITNESS my hand and official seal in the County and State last aforesaid this _____ day of

__________2016.

_______________________________________

NOTARY PUBLIC

________

1 of 10

BYLAWS OF BROOKSIDE VILLAGES HOMEOWNERS ASSOCIATION, INC. ARTICLE I

Name and Location. The name of the corporation is BROOKSIDE VILLAGES

HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the "Association." The principal

office of the corporation shall be 4708 Capital Circle NW, Tallahassee, Florida 32303, but meetings

of members and directors may be held at such places within the State of Florida, County of Leon,

as may be designated by the Board of Directors.

ARTICLE II

Section 1. "Association" shall mean and refer to BROOKSIDE VILLAGES

HOMEOWNERS ASSOCIATION, INC., its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the

Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may

hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property, if any, owned by the Association

for the common use and enjoyment of the owners.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded or

unrecorded subdivision map of the Properties with the exception of the Common Area.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more

persons or entities, of the fee simple title to any Lot which is a part of the Properties, including

contract sellers, but excluding those having such interest merely as security for the performance of

an obligation.

________

2 of 10

Section 6. "Declarant" shall mean and refer to __________________________________,

its successors and assigns if such successors or assigns should acquire more than one

undeveloped lot from the Declarant for the purpose of development.

Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions

and Restrictions applicable to the Properties recorded in the Office of the Clerk of Circuit Court,

Leon County, Florida.

Section 8. "Member" shall mean and refer to those persons entitled to membership as

provided in the Declaration.

ARTICLE III

Section 1. Annual Meetings. The first annual meeting of the members shall be held

within one year from the date of incorporation of the Association, and each subsequent regular

annual meeting of the members shall be held on the same day of the same month of each year

thereafter, at the hour of 7 o'clock p.m. If the day of the annual meeting of the members is a legal

holiday, the meeting will be held at the same hour on the first day following which is not a legal

holiday.

Section 2. Special Meetings. Special meetings of the members may be called at any

time by the president or by the Board of Directors, or upon written request of the members who are

entitled to vote one-fourth (1/4) of all of the votes of the Class A membership.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be

given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a

copy of such notice, postage prepaid, at least 15 days before such meeting to each member

entitled to vote thereat, addressed to the member's address last appearing on the books of the

Association or supplied by such member to the Association for the purpose of notice. Such notice

shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the

purpose of the meeting.

________

3 of 10

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of

proxies entitled to cast, one-third (1/3) of the votes of each class of membership shall constitute a

quorum for any action except as otherwise provided in the Articles of Incorporation, the

Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any

meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to

time, without notice other than announcement at the meeting, until quorum as aforesaid shall be

present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by

proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable

and shall automatically cease upon conveyance by the member of his lot. ARTICLE IV Board of Directors; Selection; Term of Office

Section 1. Number. The affairs of this Association shall be managed by a Board of three

(3) directors, who need not be members of the Association.

Section 2. Term of Office. At the first annual meeting the members shall elect one

director for a term of one year, one director for a term of two years and one director for a term of

three years; and at each annual meeting thereafter the members shall elect one director for a term

of three years. Section 3. Removal. Any director may be removed from the Board, with or without cause,

by a majority vote of the members of the Association. In the event of death, resignation or removal

of a director, his successor shall be selected by the remaining members of the Board and shall

serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he

may render to the Association. However, any director may be reimbursed for his actual expenses

incurred in the performance of his duties.

________

4 of 10

Section 5. Action Taken Without a Meeting. The director shall have the right to take any

action in the absence of a meeting which they could take at a meeting by obtaining the written

approval of all the directors. Any action so approved shall have the same effect as though taken at

a meeting of the directors.

ARTICLE V Nomination and Election of Directors

Section 1. Nomination. Nomination for election to the Board of Directors shall be made

by a Nominating Committee. Nominations may also be made from the floor at the annual meeting.

The Nominating Committee shall consist of a chairman, who shall be a member of the Board of

Directors, and two or more members of the Association. The Nominating Committee shall be

appointed by the Board of Directors prior to each annual meeting of the members, to serve from

the close of such annual meeting until the close of the next annual meeting and such appointment

shall be announced at each annual meeting. The Nominating Committee shall make as many

nominations for election to the Board of Directors and two or more members of the Association.

The Nominating Committee shall be appointed by the Board of Directors prior to each annual

meeting of the members, to serve from the close of such annual meeting until the close of the next

annual meeting. The Nominating Committee shall make as many nominations for election to the

Board of Directors as it shall in its discretion determine, but not less than the number of vacancies

that are to be filled. Such nominations may be made from among members or non-members.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At

such election the members or their proxies may cast, in respect to each vacancy, as many votes as

they are entitled to exercise under the provisions of the Declaration. The persons receiving the

largest number of votes shall be elected. Cumulative voting is not permitted.

________

5 of 10

ARTICLE VI Meetings of Directors

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held

monthly without notice, at such place and hour as may be fixed from time to time by resolution of

the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the

same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held

when called by the president of the Association, or by any two directors, after not less than three

(3) days notice to each director.

Section 3. Quorum. A Majority of the number of directors shall constitute a quorum for

the transaction of business. Every act or decision done or made by a majority of the directors

present at a duly held meeting at which quorum is present shall be regarded as the act of the

Board.

ARTICLE VII

Section 1. Powers. The Board of Directors shall have power to:

(a) Adopt and publish rules and regulations governing the use of the Common Area and

facilities, and the person conduct of the members and their guests thereon, an to establish

penalties for the infraction thereof;

(b) Suspend the voting rights and right to use of the recreational facilities of a member during

any period in which such member shall be in default in the payment of any assessment

levied by the Association. Such rights may also be suspended after notice and hearing, for

a period not to exceed 60 days for infraction of published rules and regulations;

(c) Exercise for the Association all powers, duties and authority vested in or delegated to this

Association and not reserved to the membership by other provisions of these Bylaws, the

Articles of Incorporation or the Declaration.

________

6 of 10

(d) Declare the office of a member of the Board of Directors to be vacant in the event such

member shall be absent from three (3) consecutive regular meetings of the Board of

Directors; and

(e) Employ a manager, an independent contract, or such other employees as they deem

necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) Cause to be kept a complete record of all its acts and corporate affairs and to present a

statement thereof to the members at the annual meeting of the members, or any special

meeting when such statement is requested in writing by two-thirds (2/3) of the Class A

members who are entitled to vote;

(b) Supervise all officers, agents and employees of this Association, and to see that their duties

are properly performed;

(c) As more fully provided in the Declaration; to:

1. Fix the amount of the annual assessment against each lot at least thirty (30) days in

advance of each annual assessment period; and

2. Send written notice of each assessment to every Owner subject thereto at least

thirty (30) days in advance of each annual assessment period; and

3. Foreclose the lien against any property for which assessments are not paid within

thirty (30) days after due date or to bring an action at law against the owner personally

obligated to pay the same.

(d) Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate

setting forth whether or not any assessment has been paid. A reasonable charge may be

made by the board for the issuance of these certificates. If a certificate states an

assessment has been paid, such certificate shall be conclusive evidence of such payment;

________

7 of 10

(e) Procure and maintain adequate liability and hazard insurance on property owned by the

Association;

(f) Cause of all officers or employees having fiscal responsibilities to be bonded, as it may

deem appropriate;

(g) Cause the Common Area to be maintained.

ARTICLE VIII

Section 1. Enumeration of Offices. The officers of this Association shall be a president

and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a

treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first

meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected annually by the Board

and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or

otherwise be disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs

of the Association may require, each of whom shall hold office for such period, have such authority,

and perform such duties as the Board may, from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office with out

without cause by the Board. Any officer may resign at any time giving written notice to the Board,

the president or the secretary. Such resignation shall take effect on the date of receipt of such

notice or at any other time specified therein, and unless otherwise specified therein, the

acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board.

The officer appointed to such vacancy shall serve for the remainder of the term of the officer he

replaces.

________

8 of 10

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the

same person. No person shall simultaneously hold more than one of any of the other offices

except in the case of special offices created pursuant to Section 4 of this Article.

(a) President. The president shall preside at all meetings of the board of Directors; shall see

that orders and resolutions of the board are carried out; shall sign all leases, mortgages,

deeds and other written instruments and shall co-sign all checks and promissory notes.

(b) Vice President. The vice-president shall act in the place and stead of the president in the

event of his absence, inability or refusal to act, and shall exercise and discharge such other

duties as may be required of him by the Board.

(c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and

proceedings of the Board and of the members; keep the corporate seal of the Association

and affix it on all papers requiring said seal; serve notice of meetings of the Board and of

the members; keep appropriate current records showing the members of the Association

together with their addresses, and shall perform such other duties as required by the Board.

(d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all

monies of the Association and shall disburse such funds as directed by resolution of the

Board of Directors; shall sign all checks and promissory notes of the Association; keep

proper books of accounts; cause an annual audit of the Association books to be made by a

public accountant at the completion of each fiscal year and shall prepare an annual budget

________

9 of 10

and a statement of income and expenditures to be presented to the membership at its

regular annual meeting, and deliver a copy of each to the members.

ARTICLE IX Committees

The Association shall appoint an Architectural Control Committee, as provided in the

Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of

Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE X

Books and Records

The books, records and papers of the Association shall at all times, during reasonable

business hours, be subject to inspection by any member. The Declaration, the Articles of

Incorporation and the Bylaws of the Association shall be available for inspection by any member at

the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE XI Assessments

As more fully provided in the Declaration each member is obligated to pay to the

Association annual and special assessments which are secured by a continuing lien upon the

property against which the assessment is made. Any assessments which are not paid when due

shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the

assessment shall bear interest from the date of delinquency at the rate of eighteen percent per

annum, and the Association may bring an action at law against the owner personally obligated to

pay the same or foreclose the lien against the property, and interest, costs and reasonable

attorneys' fees of any such action shall be added to the amount of such assessment. No owner

may waive or otherwise escape liability for the assessment provided for herein by non-use of the

Common Area or abandonment of his lot.

________

10 of 10

ARTICLE XII Corporate Seal

The Association shall have a seal in circular form having within its circumferences the

words:

BROOKSIDE VILLAGES HOMEOWNERS ASSOCIATION, INC., a corporation not for profit. ARTICLE XIII Amendments

Section 1. These bylaws may be amended, at a regular or special meeting of the

members, by a vote of two-thirds of all members, except that the Federal Housing Administration or

the Veterans Administration shall have the right to veto amendments while there is Class B

membership.

Section 2. In the case of any conflict between the Articles of Incorporation and these

Bylaws, the articles shall control; and in the case of any conflict between the Declaration and these

Bylaws the Declaration shall control.

ARTICLE XIV Miscellaneous

The fiscal year of the Association shall begin on the first day of January and end on the

31st day of December every year, except that the first fiscal year shall begin on the date of

incorporation.

ARTICLES OF INCORPORATION OF BROOKSIDE VILLAGES HOMEOWNERS ASSOCIATION, INC. I

The Name of the corporation shall be BROOKSIDE VILLAGES HOMEOWNERS

ASSOCIATION, INC.

II

The duration of the corporation shall be perpetual.

III

The purpose for which the corporation is organized is to provide for the

preservation of the values, amenities, attractiveness and desirability of real property known

as BROOKSIDE VILLAGES located in Leon County Florida.

IV

The principal office of the corporation shall be located at 4708 Capital Circle NW,

Tallahassee, Florida 32303.

V

The initial board of directors shall be four in number. Their names and addresses

are as follows:

Jason Ghazvini 4708 Capital Circle NW Tallahassee, Florida 32303 Behzad Ghazvini 4708 Capital Circle NW Tallahassee, Florida 32303

Tom Asbury 4708 Capital Circle NW Tallahassee, Florida 32303 Thomas Asbury, Jr. 4708 Capital Circle NW Tallahassee, Florida 32303 VI The manner of election of directors is referred to in the Bylaws.

VIII

The name and address of the incorporator is Behzad Ghazvini, 4708 Capital Circle

NW, Tallahassee, Florida 32303.

IX

The name of the initial registered agent of the corporation is Behzad Ghazvini, 4708

Capital Circle NW, Tallahassee, Florida 32303

X

Every person that is a record owner of a lot in BROOKSIDE VILLAGES shall be a

member of the Association. Membership is appurtenant to and may not be separated from

ownership of any lot.

XI

In the event of dissolution of the corporation, the assets shall be dedicated to a

public body or conveyed to a non profit organization with similar purposes.

XII

As long as there is Class B membership, the following actions will require the prior

approval of FHA or VA: annexation of additional properties, mergers and consolidations,

mortgaging of common area, dedication of common area, dissolution and amendment of

these articles.

XIII

The Articles may be amended by the vote of at least 2/3 of the members.

_________________________________ BEHZAD GHAZVINI

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT WITH WHOM PROCESS MAY BE SERVED. Pursuant to Chapter 48.091, Florida Statutes, the following is submitted in

compliance with said Act:

First—that BROOKSIDE VILLAGES HOMEOWNERS ASSOCIATION, INC.

desiring to organize under the laws of the State of Florida with its principal office indicated

in the articles of incorporation in the City of Tallahassee, County of Leon, State of Florida,

has named Behzad Ghazvini, 4708 Capital Circle NW, Tallahassee, Florida 32303 as its

agent to accept service of process within this state.

ACKNOWLEDGEMENT

Having been named to accept service of process for the above corporation, at the

place designated in this certificate, I hereby accept to act in this capacity and agree to

comply with the provision of said Act relative to being available at said location.

_________________________________ BEHZAD GHAZVINI