Nestle Creek Owners Association, Inc.By-Laws

ARTICLE 1. NAME AND LOCATION

The name of the Corporation is Nestle Creek Owners Association, Inc. hereinafterreferred to as the "Association". The principal office of the Corporation shall be located at theCity of Centerville, Montgomery County, Ohio, but meetings of the members and directors maybe held at such places within the State of Ohio, County of Montgomery as may be designated bythe Board of Trustees.

ARTICLE IT DEFINITIONS

1. "Association" shall mean and refer to Nestle Creek Owners Association, Inc., itssuccessor and assigns.

2. "Properties" shall mean and refer to that certain real property described in theDeclarations of Covenants, Conditions and Restrictions, and such additions, thereto as mayhereafter be brought within the jurisdiction of the Association.

3. "Common Area Lots" or "Common Lots" shall mean all real property owned bythe Association for the common use and enjoyment of the owners.

4. "Lot" shall mean and refer to any plot of land shown upon any recordedsubdivisionmap of the properties with the exception of the "Common Areas" or "Common Lots".

5. "Owner" shall mean and refer to the record owner, whether one or more personsentities, of the fee simple title to any lot which is a part of the property, including contract sellers,but excluding those having such interest merely as security for the performance of an obligation.

6. "Declarant" shall mean and refer to John G. Black Enterprises, Inc., its successorsand assigns.

7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditionsand Restrictions applicable to the property recorded in the office of the Recorder of MontgomeryCounty, Ohio.

8. "Member" shall mean and refer to those persons entitled to membership asprovided in the Declaration.

ARTICLE Ill. MEETING OF MEMBERS

1. Annual Meeting. The first annual meeting if the members shall be held during themonth of January 1992, and each subsequent regular annual meeting of the members shall be heldduring the same month of each year thereafter, at the hour of 6:00 o'clock p.m.

2. Special Meetings. Special meetings of the members may be called at any time bythe President or by the Board of Trustees, or upon written request of the members who areentitled to vote one-forth (114) of all the votes of the membership.

3. Notice of Meetings. Written notice of each meeting of the members shall be givenby or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copyof such notice, postage prepaid, at least fifteen (15) days before such meeting to each memberentitled to vote, thereat, addressed to the members' address last appearing on the books of theassociation for the purpose of notice. Such notice shall specify the place, say and hour of themeeting, and in the case ofa special meeting, the purpose of the meeting.

4. Quorum. The presence at the meeting of the members entitled to cast, or ofproxies entitled to cast, one-tenth (1110) of the votes of membership shall constitute a quorum forany action except as otherwise provided in the Articles of Incorporation, the Declarant, orBy-Laws. If, however, such quorum shall not be present or represented at any meeting, themembers from time to time, without notice other than announcement at the meeting, until aquorum as aforesaid shall be present or represented.

5. Proxies. At all meetings of members, each member may vote in person or byproxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocableand shall automatically cease upon conveyance by the member of his lot.

ARTICLE IV. BOARD OF TRUSTEES SELECTION; TERM OF OFFICE

l. Number. The affairs of the Association shall be managed by a Board of three (3)Trustees, who need not be members of the Association.

2. Term of Office. At the first annual meeting of the members of the Associationthree (3) Trustees shall be elected for a term of (2) years. Trustees shall be elected for two (2)year terms biannually thereafter.

3. Removal. Any Trustee may be removed from the Board, with or without cause, bya majority vote of the members of the Association. In the event of death, resignation or removalof a Trustee, his successor shall be selected by the remaining members of the Board and shallserve for the unexpired term of his predecessor.

4. Compensation. No Trustee shall receive compensation for any service he mayrender to the Association. However; any Trustee may be reimbursed for his actual expensesincurred in the performance of his duties.

5. Action Taken without a Meeting. The Trustees shall have the right to take anyaction in the absence of a meeting which they could take at a meeting by obtaining the writtenapproval of all the trustees. Any action so approved shall have the same effect as though taken ata meeting of the Trustees.

6. Declarant's Rights Pending the Sales of Eighty-Five Percent of all Lots. Until suchtime as the sale of eighty-five percent (85%) of all Lots to owners, other than a Declarant, havebeen consummated, the powers, rights, duties, and functions of the Association shall be exercisedby a Board of Trustees selected by Declarant, Declarant reserves the right to relinquish thiscontrol at any time.

ARTICLE V. NOMINATION AND ELECTION OF TRUSTEES.

1. Nomination. Nomination for election to the Board of Trustees shall be made by anominating committee. Nominations may also be made from the floor at the annual meeting. Thenominating committee shall consist of Chairman, who shall be a member of the Board of trustees,and tow or more members of the Association. The nominating committee shall be appointed bythe Board of Trustees prior to each annual meeting until the close of the next annual meeting. Thenominating committee shall make as many nominations for the election to the Board of Trusteesas it shall inits discretion determine, but not less that the number of vacancies that are to be filled.Such nominations may be made from among members or non-members.

2. Election. Election of the Board of Trustees shall be by secret , written ballot. Atsuch election the members or their proxies may cast, in respect to each vacancy, as many votes asthey are entitled to exercise under the provisions of the Declaration. The persons receiving thelargest number of votes shall be elected. Accumulative voting is not permitted.

ARTICLE VI. MEETINGS OF TRUSTEES.

1. Regular Meetings. Regular meetings of the Board of Trustees shall be heldmonthly without notice at such place and hour as may be fixed from time to time by resolution ofthe Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at thesame time on the next day which is not a legal holiday.

2. Special Meetings. Special meetings of the Board of Trustees shall be held andcalled by the President of the Association, or by any two Trustees, after not less than three (3)days notice to each Trustee.

3. Quorum. A majority of the number of Trustees shall constitute a quorum for thetransaction of business. Every act or decision done or made by a majority of the Trustees presentat a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE vn POWERS AND DUTIES OF THE BOARD OF TRUSTEES.

1. Powers. The Board of Trustees shall have power to:

a. adopt and publish rules and regulation governing the use and maintenanceof the Common Area and the personal conduct of members or quest in the relationthereto and to establish penalties for the infraction thereof

b. suspend voting rights of any member during any period in which a membershall be in default in the payment of any assessment levied by the Association. Rights mayalso be suspended by the Board of Trustees for a period not to exceed 60 days for theinfraction of published rules and regulations.

c. exercise for the Association all powers, duties and authority vested in ordelegated to this Association and not reserved to the membership by other provisions ofthese By-Laws, the Articles of Incorporation, or Declaration;

d. employ a manager, an independent contractor, or such other employees asthey deem necessary and to prescribe their duties.

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

a. cause to be kept a complete record of all its acts and corporate affairs andto present a statement thereof to the members at the annual meeting of the members, or atany special meeting when such statement is requested in writing by one-fourth (1/4) of themembers who are entitled to vote;

b. supervise all offices, agents and employees of the this Association, and tosee 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 leastthirty (30) days in advanced of each annual assessment period;

2. send written notice of each assessment to every Owner subjectthereto at least thirty (30) days in advanced of each annual assessment period; and

3. foreclose the lien against any property for which assessments arenot paid within thirty (30) days after due date or to bring an action at law againstthe owner personally obligated to pay the same.

d. issue, or to cause an appropriate officer to issue, upon demand by anyperson, a certificate setting forth whether or not any assessment has been paid. Areasonable charge may be made by the Board for the issuance of these certificates. If acertificate states an assessment has been paid, such certificate shall be conclusive evidenceof such payment;

e. procure and.maintain adequate liability and hazard insurance on propertyowned by the Association;

f cause all officers or employees having fiscal responsibility to be bonded, asit may deem appropriate;

g. cause the Common Areas or Common Lots to be maintained.

ARTICLEVIll. OFFICERS AND THEIR DUTIES.

1. Enumeration of Officers. The officers of this Association shall be a president andvice-president, who shall at all times be members of the Board of Trustees, a secretary, and atreasurer, and such other officers as the Board may from time to time by resolution create.

2. Election of Officers. The election of officers shall take place at the first meeting ofthe Board of Trustees following each annual meeting of the members.

3. Term. The officers of this Association shall be elected annually by the Board andeach shall hold office for one (1) year unless be shall sooner resign, or shall be removed, orotherwise disqualified to serve.

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

5. Resignation and Removal. Any officer may be removed from office with orwithout cause by the Board. Any officer may resign at any time giving written notice to theBoard, the president of the secretary. Such resignation shall take effect on the date of the receiptof such notice or at any later time specified therein, and unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

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 hereplaces.

7. Multiple Offices. The offices of secretary and treasurer may be held by the sameperson. No person shall simultaneously hold more than one of any of the other offices except inthe case of special offices created pursuant to Section 4 of this Article.

8. Duties. The duties of the officers are as follows:

PRESIDENT

a. The president shall preside at all meetings of the Board of Trustees, shallsee that orders and resolutions of the Board are carries out; shall sign all leases,mortgages, deeds, and other written instruments and shall co-sign all checks andpromissory notes.

VICE-PRESIDENT

h. The vice-president shall act in the place and stead of the president in theevent of his absence, inability to refusal to act, and shall exercise and discharge such otherduties as may be required of him by the Board.

SECRETARY

c. The secretary shall record the votes and keep the minutes of all meetingsand proceedings of the Board and of the members; keep the corporate seal of theAssociation and affix it on all papers requiring said seal; serve notice of meetings of theBoard and of the members; keep appropriate current records showing the members of theAssociation together with their addresses, and shall perform such other duties as requiredby the Board.

TREASURER

d. The treasurer shall receive and deposit in the appropriate bank account allmonies of the Association and shall disburse such funds as directed by resolution of theBoard of Trustees; shallsign all checks and promissory notes of the Association; keepproper books of account; cause an annual audit of the Association books to be made by apublic accountant at the completion of each fiscal year; and shall prepare an annual budgetand a statement of income and expenditures to be represented to the membership at itsregular annual meeting, and deliver a copy of each to the members.

ARTICLE IX COMMITTEES.

The Association shall appoint a Nominating Committee as provided in these By-Laws.The Board of Trustees shall appoint other committees as deemed appropriate in caring out itspurpose.

ARTICLE X. BOOKS AND RECORDS.

The books, records and papers of the Association shall at all times, during reasonablebusiness hours, be subject to inspection by any member. The Declaration, the Articles ofIncorporation and the By-Laws of the Association shall be available for inspection by any memberat 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 theAssociation annual and special assessments which are secured by a continuing lien upon theproperty against which the assessment is made. Any assessments which are not paid when dueshall be diligent, If the assessment is not paid within thirty (30) days after the due date, theassessment shall bear interest from the date of delinquency at the rate of ten percent (10%) perannum, and the Association may bring an action at law against the Owner personally obligated topay the same or foreclose on the lien against the property, and interest, cost and reasonableattorney's fees of any such action shall be added to the amount of such assessment. No Ownermay waive or otherwise escape liability for the assessments provided for herein by non-use of theConunon Area or abandonment of his lot.

ARTICLE XII. AMENDMENTS.

1. These By-Laws may be amended at a regular or special meeting of the members,by a vote of members exercising a majority of the voting power members, and if material to berights of a mortgagee, the approval of the holders of first mortgage liens on Lots has first beenobtained.

2. In the case of a conflict between the Articles of Incorporation and these By-Laws,the Articles shall control; and in the case of a conflict between the Declaration and theseBy-Laws, the Declaration shall control.

ARTICLE XIII. GENERAL PROVISIONS.

1. Notices to Mortgage Lenders. Upon written request to the Board of Trustees, theholder of any duly recorded mortgage against any Lot ownership, shall be given a copy of any andnotices and other documents permitted or required by the Declaration or these By-Laws to begiven to the owner or owners whose Lot ownership is subject to such mortgage, and a copy ofany lien filed by the Association.

2. Notices to Board of Trustees. Notices required to be given to the Board ofTrustees or to the Association may be delivered to any member of the Board of Trustees orofficer of the Association., wither personally or by mail, addressed to such member or officer athis Lot or other last known address.

3. Non-Waiver of Covenants. No covenant, restriction, condition, obligation orprovision contained in the Declaration or these By-Laws shall be deemed to have been abrogatedor waived by reason of any failure to enforce the same irrespective of the number of violations orbreaches which may occur.

4. Severability. The invalidity of any covenant, restriction, condition, limitation orother provision of these By-Laws or of any part of the same shall not impair or affect in anymanner the validly. enforceability or effect of the rest of these By-Laws.

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'iLI Nestle Creek Homeowner's Association

The Covenants

1) These covenants and restrictions are for the benefit of all the lot owners and are to runwith the land and shall be binding on all parties and all persons claiming under them untilJanuary 1,2010. At which time said covenants shall be automatically extended for thesuccessive periods of ten (10) years, unless by a majority vote of the then owners of thelots it is agreed to change said covenants in whole of part.

2) It shallbe lawful for the Nestle Creek Owner's Association or any other person orpersons owning any real property situated in Nestle Creek. to prosecute any proceedingsat law or in equity against the person or persons violating or attempting to violate anycovenant or restriction herein contained and either to prevent him or them from doing soto recover damages or other dues from such violations.

3) Invalidation of any of the these covenants by judgment or court order shall in no wayaffect any other provisions which remain in full force and effect.

4) All lots in the subdivision shall be known and described as residential lots. No structureshall be erected on any lot other than one detached single family dwelling not to exceedtwo and one half (2 112)stories in heightexc1usive of basement and private garage for notless than two (2) cars nor more than four (4) cars attached to the residence unlessotherwise approved in writing by Nestle Creek Owners Association.

5) No structure shall be erected, placed or altered on any common area within the division ofthe Nestle Creek Owners Association. Structures include but are notlimitedto swingsets,playhouses, sheds, or any other structer.

6) No structure shall be erected, placed or altered on any lot of the subdivision withoutwritten approval of Nestle Creek Owners Association. Two complete sets of "documents"shall be submitted to Nestle Creek Owners Association. These documents shall includedesign plans, material, colors, roofing, location of the building( horizontal and vertical)and landscaping plans. Nestle Creek Owners Association shall have thirty (30) days afterthe receipt of the documents to mark on set of the documents "approved" or"disapproved" by Nestle Creek Owners Association date and signed. Disapproveddocuments shall indicate the reasons for disapproval. If the documents are not returned tothe owner within thirty (30) days after receipt by Nestle Creek Owners Association thedocuments shall automatically be approved as submitted. The plans and specification shallinclude floor plans, elevations showing all four (4) sides of the house. After the originalconstruction, no improvements of any kind shall be made or erected, placed, altered, orexterior design change made thereto, on any lot, until such improvement, alteration,

change etc ... are submitted to Nestle Creek Owners Association and follow the approvalor disapproval procedure set forth in this item.

7) Landscaping requirements shall include a minimum of two front yard trees (2 112" orlarger in diameter) and evergreen foundation plantings at a maximum interval of eight (8)feet, center to center which shall be noted on the documents All front ad side yards shallbe sodded on each lot. Rear yards may be seeded. On corner lots, both front yards shall besodded

8) All lot owners shall finish grade elevations in accordance with grading plan for thesubdivision and leave exposed all manhole covers and shall install driveway aprons.

9) All lot owners shall install sidewalks and drive approaches when required in accordancewith Specifications set forth by the City of Centerville, Ohio prior to occupancy. Suchinstallation shall be completed no later than six (6) months form the date of the recordingof the deed to such lot owner.

10) No building shall be located neared to the front lot line or neared to the side street lot linethan the building set back line as shown on the recorded plat.

11) Accessory structures shall have a pitched root of not less than 5/12, occupy no more than100 square feet, be constructed of the same materials as the principal structure and bepainted the same colors. Any door must face inward towards the yard that principalstructure occupies.

12) Solar panels shall be approved or disapproved in writing by Nestle Creek OwnersAssociation.

13) Roof pitches or slope on all homes shall be 5/12 or more.

14) All lot owners shall install individual lampposts at each driveway five (5) feet from theright of way line with an electric eye. These lampposts must be'kept operable at all times.

15) No noxious or offensive trade or activities shall be carried upon any lot. Nor shall anythingbe done thereon which may be or become an annoyance or nuisance to the neighborhood.

16) All lots owners shall leave all sanitary sewer manholes, storm sewer manholes, water mainvalve boxes, and water tap boxes uncovered and exposed to finish grade after sodding andseeding of the yards or installation of walks and driveways.

17) No trailer, basement, tent, shack, garage or other out-building erected in this plat shall atany time be used as a residence, either temporarily or permanently nor shall any structureof a temporary nature be used as a residence.

18) No lot shall be used or maintained as a dumping ground for rubbish. Trash garbage orother waste shall not be kept, except in a clean and sanitary container. All incinerators orother equipment for the storage of and disposal of such material shall be kept ina cleanand sanitary condition. Trash containers are to remain out of public view except whenutilized on trash days.

19) No fence, waIl or hedge shall be permitted to extend nearer to any street than theminimumbuilding set-back line (25 feet) or in front of the building whichever is furtherfrom the street.

20) No sign or any kind shall be displayed to the public view on any Jot except oneprofessional sign of not more than one (1) square foot) one sign of not more than five (5)square feet advertising the property for sale or rent or signs used by the builder toadvertise the property during the construction and sales periods, or a permanent entrance.sign installed by John Black Enterprises, Inc.

21) No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot exceptdogs, cats, and other household pets provided they are not kept, bred or maintained forcommercial purposes.

22) The total floor area of the main structure, exclusive of the open porches, garages, or stepsshall not be less than on thousand four hundred (1400) square feet in the case of one storystructures and one thousand six hundred (1600) square feet in the case of one and onehalf and two story structures.

23) The owners of all the lots within the subdivision shall be required to maintain storedrainage ways in such a manner that the normal flow of water will have no interference.

24) Easements affecting lots shown on the record plan are reserved for utility installation,maintenance and surface water drainage. Any improvements made on the any easement bythe property owner are made at the risk of the property owner.

25) No trailer, boat, motor home, or recreational vehicle of any kind shall be displayed in thepublic view on any lot.

26) No lot shall hereafter be subdivide into parcels for additional residential purposes.

27) No satellite dish antennas are permitted.

28) No chain link or metal fence will be permitted on any lot in this plat.

29) No above ground swimming pools will be permitted on any lot in this plat.

30) All lot owners shall be responsible for any damage to curbs, water tap boxes, manholesand catch basins.

r 31) All lot owners shall be responsible for and clean up after their contractors, subcontractorsor personnel, who have caused mud or other derbies to be placed in the street of thedevelopment or adjacent public streets, Said clean-up shall be accomplished on the sameday that derbies and mud problems occurs. All lot owners shall indemnify and holdharm.lessNestle Creek Owners Association form au liability or damage as a result ofaltering the existing drainage path on the lot.

32) All lots shall have a minimum rear yard set-back of25 feet and a minimum side yardsetback of 5 feet, However, DO buildings may be constructed closer than 20 feet from eachother regardless of the minimum side or rear yard dimensions.

33) No owner of any lot shall have the right to the exclusive use of any common areaadjoining his or her property,

34) All Covenants will be enforced by the Nestle Creek Owners Association,

35) Homeowners dues are payable on the published due dates, A late fee of$lO.OO per monthwill be assessed on delinquent homeowners. This will be effective on all outstandingbalances as of January 31, 1994.

36) Homeowners are responsible for the clean-up and maintenance of any and all pets on allproperty within Nestle Creek.