Saddle Creek Avon Ohio Homeowners Association 2012

8/2/2019 Saddle Creek Avon Ohio Homeowners Association 2012

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ID: 016845560020 Type: OFFKind: DECLARATIONuecorded: 02/29/2012 at 02:15:24 P MFee Amt: $176.00 Page 1 of 20Lorain county. Ohio~ ~ d i t hNedwick countv RecorderF i l e 2 0 1 2 - 0 4 0 3 6 4 9

1 rnc AMENDMENTS TO TH EDECLARATION O F COVENANTS, CONDITIONS. RESTRICTIONS AND.

RESERVATION O F EASEMENTSFOR

SADDLE C REE K HOMEOWN ERS ASSOCIATION, INC.AND

RECORDING O F THEBYLAWS

FORSADDLE C REE K HOMEOWNERS ASSOCIATION, INC.

PLEASE CROSS MARGINAL REFERENCE WITH THE DECLARATION OFCOVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATION OFEASEMENTS FOR SADDLE CREEK HOMEOWNERS ASSOCIATION, INC.RECORDED AT INST RUM ENT NO. 2002-0856599 O F THE LORAIN COUNTYRECORDS ON SEPTEMBER 23,2002.


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AMENDMENTS TO THEDECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND

RESERVATION OF EASEMENTSFOR

SADDLE CREEK HOM EO Wm RS ASSOCIATION, INC.ANDRECORDING OF THE

BYLAWS FOR SADDLE CREEK HOMEOWNERS ASSOCIATION, INC.

WHEREAS, the Saddle Creek Homeowners Association, Inc. PAssociation") wascreated on or about August 2, 2002, in conjunction with the filing of its Articles ofIncorporation with the Ohio Secretary of State's Office; andWHEREAS, the Association's principal purpose is to maintain and operate theSaddle Creek Homeowners Association, Inc. development located in Avon, Ohio,pursuant to the terms and provisions of the Declaration of Covenants,Conditions, Restrictions and Reservation of Easements for Saddle CreekHomeowners Association, Inc., th at were filed for record a t Ins trument No. 2002-0856599 of the Lorain County Records; andWHEREAS, upon the filing of the Articles of Incorporation, the Declarant createdand adopted the Bylaws of Saddle Creek Homeowners Association, Inc. (the"Bylaws") for conducting the Association's affairs, but did not file the Bylaws forrecord with the Lorain County Records; andWHEREAS, Ohio Revised Code Section 5312.02 of the Ohio Planned CommunityAct requires a copy of the Bylaws to be filed and recorded with the CountyRecorder. andWHEREAS, to bring the Association's governing documents in compliance withSection 5312.02, the Association hereby adopts the Bylaws, a copy of which isattached hereto, for filing with the Lorain County Recorder's Office.WHEREAS, the Association is a corporation consisting of all Owners in SaddleCreek and as such is the representative of all Owners, and

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WHEREAS, Article XIV, Section 14.2 of said Declaration authorizes amendmentsto the Declaration and Bylaws Article VII, Section 6 authorizes amendments tothe Bylaws, andWHEREAS, Owners representing a t least 75% of the Association's current votingpower have executed instruments in writing setting forth specifically the matterto be modified in th e Declaration and Owners representing a t leas t 50% of theAssociation's current voting power have executed instruments in writing settingforth specifically the matter to be modified in the Bylaws (the "Amendments"),andWHEREAS, the Association has in i ts records the signed, wri tten consents toAmendment A signed by Owners representing 69.09% of the Association's votingpower a s of Ja nuary 25, 2012, andWHEREAS, the Association has in its records the power of attorney signed byOwners representing 69.09% of the Association's voting power authorizing theAssociation's officers to execute Amendment A on their behalf, andWHEREAS, the Association has in its records the signed, written consents toAmendment B signed by Owners representing 82.72% of the Association's votingpower a s of Jan ua ry 25, 2012, andWHEREAS, the Association has in it s records the power of attorney signed byOwners representing 82.72% of the Association's voting power authorizing theAssociation's officers to execute Amendment B on their behalf, andWHEREAS, attached hereto as Exhibit A is a certification of the Association'sPresident and Secretary stat ing tha t proper notice of the Amendment was sent tothe Owners and that the requisite vote of the Owners was obtained for theAmendments, andWHEREAS, the proceedings necessary to amend the Declaration as required bythe Declaration have in all respects been complied with.NOW THEREFORE, the Bylaws of Saddle Creek Homeowners Association, Inc.as adopted by the Association are attached to the Declaration, as "Exhibit D,"and set forth as attached hereto and the Declaration of Covenants, Conditions,Restrictions and Reservation of Easements for Saddle Creek Homeowners

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Association, Inc. and Bylaws of Saddle Creek Homeowners Association, Inc. arehereby amended by the following:

AMENDMENT AINSERT a new BYLAWS ARTICLE 111, SECTION 18 entitled , "Indemnificationof Board Members and Officers." Said new addition, to be added on Page 7 of theBylaws, is as follows:

SECTION 18. Indemnification of Board Members andOfficers. The Association sha ll indemnify any member of the Board .of Directors or officer of the Association or any former Board memberor officer of the Association andlor its or their respective heirs,executors and administrators , against reasonable expenses, includingattorneys' fees, judgments, decrees, fines, penalties or amounts paidin settlement, actually and necessarily incurred by himher inconnection with the defense of any pending or threatened action, suit,or proceeding, criminal or civil, to which helshe i s or may be made aparty by reason of being or having been such Board member or officerof the Association, provided it is determined, in the manner se t forthbelow, that (1)such Board member or officer of the Association wasnot and is not adjudicated to have been grossly negligent or guilty ofmisconduct in the performance of hislher duty to the Association; (2)such Board member or officer acted in good faith in what helshereasonably believed to be in, or not opposed to, the Association's bestinterest; (3) in any criminal action, suit or proceeding, such Boardmember or officer had no reasonable cause to believe that hisherconduct was unlawful; and (4) in case of settlement, the amount paidin the settlement was reasonable.

The above determination required shall be made by writtenopinion of independent legal counsel the Board chooses.Notwithstanding the opinion of legal counsel, to the extent that aBoard member or officer is successful in defense of any action, suit orproceeding, or in the defense of any claim, issue or matter, he/sheshall, in t ha t event, be indemnised.

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(a) Advance of Expenses. The Association may advancefunds to cover expenses, including attorneys' fees, with respect to anypending or threatened action, suit, or proceeding prior to the finaldisposition upon receipt of a request to repay such amounts.

(b) Indemnification Not Exclusive; Insurance. Theindemnification provided for in this Section shall not be exclusive, butshall be in addition to any other rights to which any person may beentitled under the Articles of Incorporation, the Declaration, theseBylaws or rules and regulations of the Association, any agreement,any insurance provided by the Association, the provisions of Section1702.12(E) of the Ohio Revised Code and its successor statutes, orotherwise. The Association shall purchase and maintain insuranceon behalf of any person who is or was a Board member or officer ofthe Association against any liability asserted against himher orincurred by himlher in such capacity or arising out of hisher statusas a Board member or officer of the Association.

(c) Board Member and Officers Liability. The Boardmembers and officers of the Association shall not be personally liableto the Owners for any mistake of judgment, negligence, or otherwise,except for their own willful misconduct or bad faith. TheAssociation's indemnification shall include, but not limited to, allcontractual liabilities to third par ties arising out of contracts made onbehalf of the Association and every contract or agreement made byany Board member or officer of the Association shall mean th at suchBoard member or officer of the Association is acting only as arepresentative of the Association and shall have no personal liability,except with respect to any such contracts made in bad faith orcontrary to the provisions of the Declaration or these Bylaws and/oras a n Owner.

(d) Cost of Indemnification. Any sum paid or advanced bythe Association under this Section shall constitute a CommonExpense. The Board shall have the power and the responsibility toraise, by special Assessment or otherwise, any sums required todischarge the Association's obligations under th is Section; provided,however, that the liability of any Owner arising out of the contractmade by any Board member or officer of the Association, or out of the

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aforesaid indemnity in favor of such Board member or officer of theAssociation, shall be limited to such proportion of the total liability assaid Owner's pro rata share bears to the total percentage interest ofall the Owners a s members of the Association.Any conflict between this provision and any other provisions of theDeclaration and Bylaws shall be interpreted in favor of thisamendment for the indemnification of bard members and officers ofthe Association. Upon the recording of this amendment, only Ownersof record a t the t ime of such filing shall have s tanding to contest thevalidity of the amendment, whether on procedural, substantive orany other grounds, provided further that any such challenge shal l bebrought in the court of common pleas within one year of the recordingof the amendment.

AMENDMENT BINSERT a new DECLARATION ARTICLE IX, SECTION 9.1.10 entitled,"Occupancy Restriction." Said new addition, to be added on Page 14 of theDeclaration, as recorded at Lorain County Records, Instrument No. 2002-0856599, is as follows:

9.1.10 Occupancy Restriction. A person who is classified a TierI11 or Tier I1 sexual offenderlchild-victim offender, or any futureequivalent classification, for whom the County SherifF or othergovernment entity must provide community notification of the sexoffender's residence is prohibited fiom residing in or occupying aDwelling Unit or remaining in or on the Property for any length oftime. The classification of a sexual offenderlchild-victim offender anddetermination of whether notice is required is made by a court of lawpursuant to the Ohio Sex Offenders Act, a s may be amended andlorrenamed fiom time to time, or similar statute fiom another jurisdiction.The Association shall not, however, be liable t o any Owner or occupant,or anyone visiting any Owner or the Association, a s a result of theAssociation's alleged failure, whether negligent, intentional, orotherwise, to enforce the provisions of this restriction.

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Any conflict between this provision and any other provisions of theDeclaration and Bylaws shall be interpreted in favor of thisrestriction o n the occupancy of Dwelling Units. Upon the recording ofthis amendment, only Owners of record at the time of such filingshall have standing to contest the validity of the amendment,whether on procedural, substantive or any other grounds, providedfurther that any such challenge shall be brought in the court ofcommon pleas within one year of the recording of the amendment.

AMENDMENT C[Intentionally Le ft Blank -Amendment Proposal Did Not Pass]

IN WITNESS WHEREOF, the said Saddle Creek Homeowners Association, Inc.has caused the execution of this instrument this i 3 day of/i .zhr~a6-f , 2012.

SADDLE CREEK HOMEOWhlJX$ ASSOCIATION, INC.

By:DOUG F P E C , i ts secretary

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STATE OF OHIO 1) SS

COUNTY OF Lori(: ,-, )

BEFORE ME, a Notary Public, in and for said County, personallyappeared the above named Saddle Creek Homeowners Association, Inc., by itsPresident and its Secretary, who acknowledged that they did sign the foregoinginstrument, on Page 7 of 9, and that the same is the free act and deed of saidcorporation and the free act and deed of each of them personally and as suchofficers.

IN WITNESS WHEREOF, I have hereunto set my hand and official sealin P f f i L h j~$ , hio, this i 5 day of 6 h i . 1 - r ~ , 2012.

NOTARY BUBLIC Place notary stamplseal here:

BRADLEYRYANNOTARY PUBLIC STATE OF OHIO

Recorded in CuyahoyaCountyMy cornrnisaior? .rfiiree Mar.25, 015

This instrument prepared by:KAMAN & CUSIMANO, LLC, Attorneys a t Law2000 Terminal Tower50 Public SquareCleveland, Ohio 44113(216) 696-0650

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EXHIBITACERTIFICATION OF PRESIDENT AND SECRETARY

The undersigned, being the duly elected and qualified President andSecretary of the Saddle Creek Homeowners Association, Inc., hereby certifiesthat the Association provided the proper notice of the Amendments to theOwners and th at the requisit the Owners was obtained for theAmendments.

NKALA, President

STATE OF OHIO

BEFORE ME, a Notary Public, in and for said County, personallyappeared the above named GEORGE ZAJANKALA and DOUG KUPEC whoacknowledges th at they did sign the foregoing instrument and that the same istheir free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and officialA d o h -seal in , Ohio, this 13 day of % c b , r ~ s ~ ~2012.1BLIC Place notary stamplseal here:

BRADLEYRYANOTARY PUBLIC a STATE OFOHICJRecorded inCuyahoga Countycommission ex pie s Mar. 25,2015

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CODE O F REGULATIONSFO RSADDLE CREEK HOMEOWNERS ASSOCIATION, INC.

ARTICLE IGENERAL

SECTION 1. Name and Nature of the Association. The name of theAssociation shall be Saddle Creek Homeowners Association, Inc., and shall be an Ohio nonprofitcorporation.

SECTION 2. Membership. Each owner upon acquisition of title to a Lot shallautomatically become a member of the Association (a "Member"). Such Membership shallterminate upon the sale or other disposition by such Member of his or her Lot ownership, atwhich time the new Owner of suchLot shall automatically become a Member of the Association.

SECTION 3. Defmitions. The terms used in this Code of Regulations shall havethe same meaning as set forth in the Declaration of Covenants, Conditions and Restrictions andReservation of Easements recorded with the Recorder of Lorain County as Instrument NO.856599-1 879 (the "Declaration"), unless the context shall prohibit.

ARTICLE I1MEETINGS O F MEMBERSSECTION 1. Place of Meetings. Meetings of the Association shall be held at

the principal office of the Association or at such other suitable place convenient to the Membersas may be designated by the Board of Trustees either in The City of Avon, Lorain County, Ohioor as convenient thereto as possible and practical.

SECTION 2. Annual Meetings. The first meeting of the Members, whether aregular or special meeting, shall be held within one (1) year fi-om the date of incorporation of theAssociation. The next annual meeting shall be set by the Board so as to occur no later than thirty(30) days before the close of the Association's fiscal year. Subsequent annual meetings of theMembers shall be held within thirly (30) days of the same day of the same month of each yearthereafter at an hour set by the Board. The annual meeting of the Members shall be held at a dateand time as set by the Board.

SECTION 3. Special Meetings. The President may call special meetings.. Inaddition, it shall be the duty of the President to calf special meetings of the Association if sodirected by resolution of a majority of a quorum of the Board of Trustees or a written petitionsigned by at least twenty-five (25%) percent of the total votes of the Association. The notice ofspecial meetings shall state the date, time and place o f such meeting and the purpose thereof. Nobusiness shall be transacted at special meetings except as stated in the notice.


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SECTION4. Notice of Meetings. It shall be the duty of the Secretary to mail orcause to be delivered to the Owner of record of each Lot a notice of each annual or specialmeetings of the Association stating the purpose of the special meetings, a s well as the tim e andplace where it is to be held. If an Owner wishes notice to be given at an address other than his orher Lot, he or she shall designate such address by written notice to the Secretary. The m ailing ordelivering of a notice of a meeting in the manner provided in this Section shall be consideredservice of notice. Notices shall be served not less than ten (10) nor more than sixty (60) daysbefore a meeting.

SECTION5. W aiver of Notice. Waiver of notice of a meeting of the Membersshall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice ofany meeting of the Members, either before or after the holding of such meeting. Attendance ofany M ember at any meeting without protesting, prior to or at the commencement o f the meeting,the lack o f proper notice shall be deemed to be a w aiver byhim or her of such meeting.

SECTION6. Adjournment of Meetings. If any meetings o f the Associationcannot be held because a quorum is not present, a majority of the Members who are presen t atsuch m eeting, either in person or by proxy, m ay adjourn the meeting to a time not less than five(5) nor more than thirty (30) days &om the time the original meeting was called. At suchadjoumed meeting at whjch a quorum is present, any business which might have been transactedat the meeting originally called may be transacted. If a time a d place of the adjoumed meetingare not fixed by those in attendance at the original meeting, or 'if for any reason a new date isfixed for the adjoumed meeting after adjournment, notice of the time and place'of the adjourned 'meeting shall be given to Members in the manner prescribed for regular meetings.Those present a t a duly called or held meeting at which a q uonun ispresent may continue to do business until adjournment, notwithstanding the withdrawal ofenough Membm to leave less than a quonun, provided that any action taken shall be approvedby at least a majority of Members required to constitute a quorum.

SECTION7. Voting Rights. Each Lot shall have one vote. If only one ofseveral Owners for a Lot is present at a meeting of the Association, that Owner s entitled to castthe vote allocated to that Lot. If more than one of the Owners is present, the vote allocated tothat Lot may be cast only in accordance with the agreement of a majority in interest of theOwners. There ismajority agreement if any on e of the Owners casts a vo te allocated to that Lotwithout protest being made promptly to the person presiding over the meeting by any of the otherOw ners of the Lot. The Association may adopt rules regarding deadlocks. No votes allocated toa Lot owned by the Association may be cast. Vo ting at elections and votes on othe r matters maybe conducted by mail.

Unless expressly reserved and the Association is notified of suchreservation, a land contract vendee as defined in Chapter 5313 of the Revised Code, shall bedeemed the proxy of a land contract vendor for purposes of this section.


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SECTION 8. Proxies. A vote allocated to a Lot may be cast pursuant to aprox yduly executed by an Owner. If a Lot is owned by more than one persoq each Owner of the Lotmay vote or register protest to the casting of votes by the Owners of a Lot through a dulyexecuted proxy. An Owner may revoke a proxy given pursuant to this section only by actualnotice of revocation to the person presiding over a meeting of the Association. A proxy is void ifit i s not dated o r purports to be revocable without notice. Except as hereinafterprovided , a proxysha ll terminate one year after its date, unless it specifies a shorter time. If a first mortgagee hasbeen designated a proxy under the terms of a first mortgage covering the Lot, ts presentation tothe Board of a copy of the mortgage shall be notice of the proxy designation, and if the mortgageso states, of the irrevocability of thar designation. Written notice to the Board or notice in ameeting of a revocation of a proxy designation shall not affect any vote or act previously taken.Each proxy shall automatically cease upon conveyance of the Lot.

SECTIO N 9. Majority of Owners. As used in this Code of Regulations, theterm majority shall mean those votes, Owners, Members or other group as the context mayindicate totaling more than fifty (50%) percent o f the total number.SECTION i0 . Quorum. Except as otherwise provided in these Code ofRegulations or in the Declaration, those Members present in person o r by proxy shall constitute aq u o m at all meetings o f the Association. Any provision in the Declaration concerning quorumsis specifically incorporated herein.SECTION 11. Conduct of Meetings. The President shall preside over allmee tings of the Association, and the Secretary shall keep the minutes o f the meeting and recordin the minute book all resolutions adopted, a s well as a record of all transactions occurring

thereat.SECTION 12. Action W ith ou t A Meeting. Any action which may be authorizedor taken at a meeting of the members, except the election of Board members, may be authorizedor taken without a meeting with the affirmative vote or approval, and in writing or writingssigned by not less than a majority of the Mem bers. Any such writing shall be entered into theminute book of the Association.

ARTICLE IIIBOARD O F TRUSTEESSECTION 1. Go vern ing Body. Except as otherwise provided by law, theArticles o f Incorporation, the Declaration or this Code of Regulations, all of the authority of theAssociation shall be exercised by or under the direction of the Board of Trustees.SECTION 2. Number and Qualification of Trustees. The Board of Trusteesin the Association shall consist of three (3) persons and shall be those named in the Articles ofIncorporation or other such person or persons as may be substituted by the Declarant pursuant toArticle XIII, Section 13.3 of the Declaration. At such time as the Owners are entitled to elect onemember of the Board, the Board of Trustees shall be expanded to consist of four (4) persons.


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Except those appointed by the Declarant, all Trustees must be Owners. The spouse of an Owneris qualified to act as a Trustee if both the Owner and the spouse occupy the Lot. No person andhis or her spouse may serve on the Board at the same time.

SECTION 3. Nomination of Trustees . Except for Trustees selected by theDeclarant, nominations for election of the Board of Trustees shall be made by a NominatingCommittee. The Nominating Comm ittee shall consist of a Chairman, who shall be a member ofthe Board, and two (2) or more Members of the Association. The Nominating Com mittee shallbe appointed by the Board at each annual meeting of the Members to serve from the close of suchannual meeting until the close of the next ann ial meeting. The Nominating Committee shallma ke as many nominations for election to the Board as it shall in its d iscretion determine but inno event less than the number of vacancies or terms to be filled. Nominations shall be permittedfrom the floor. A11 candidates shall have a reasonable opportunity to com municate theirqualifications to the Members and to solicit votes.

SECT ION 4. Election of Trus tees. The Trustees shall be elected a t each annualmeeting of the Members of the Association or at a special meeting called for the purpose ofelecting Trustees. At a meeting of Members of the Association at which Trustees are to beelected, only persons nominated as candidates shall be eligible for election as Trustees and thecandidates receiving the greatest number of votes shall be elected. The Board may adopt rulesregarding nominations and procedure for elections. Election to the Board shall be by secretwritten ballot and at such elections, the Members or their proxies may cast, in respect to eachvacancy, such voting power as they are entitled to exercise under the provisions of theDeclaration.SECTION 5. Te rm of Office; Resignations. Except for those Trusteesappointed by the Declarant, each Trustee shall hold office for a term of two (2) years and until hisor her successor is elected, or until his or her earlier resignation, removal from office, or death. Itis intended by these Code o f Regulations that the terms of the Trustees shall be staggered with

three (3) Trustees being elected in odd numbered years and two (2) Trustees being elected ineven numbered years. The initial terms of the Trustees elected by the Owners shall be adjustedto carry out this intent.Any Trustee may resign at any time by oral statement to that effectma de at a meeting of the Board of Trustees or in writing to that effect delivered to the S ecretaryof the Association, such resignation to take effect immediately or at such other time as the

Trustee may specifjr. In the event of death or resignation of a Trustee, his o r her successor shallbe selected by a majority of the remaining members of the Board and shall serve for theunexpired term of the predecessor.SECTION 6. Com pensation . Members of the Board of Trustees shall servewithout compensation, except that they m ay b e reimbursed for actual expenses incurred on beha lfof the Association.


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SECTION 7. Removal of Trustees. Except for those appointed by theDeclarant, at any regular or special meeting of the Association duly called, any one or more ofthe m embers of the Board of Trustees may be removed, with or without cause, by a majority voteof the Members, and a successor may then and there be elected to fill the vacancy thus created.A Trustee whose removal has been proposed shall be given at least ten (10) days notice of thecalling of the meeting and the purposes thereof and shall be given an opportunity to be heard atthe meeting. Additionally, any Trustee who has three (3) unexcused absences form Boardmeetings o r who is delinquent in payment of an Assessment for more then twenty (20) days maybe removed by a majority vote of the Trustees at meeting, a quorum being present.

SECTION 8. Organization Meetings. The first meeting of the Board ofTrustees following each annual meeting of the Members shall be held within ten (10) daysthereafter at such time and place as shall be fixed by the Board.SECTION 9. Re gu lar Meetings. Regular meetings of the Board of Trusteesmay be held at such time and place as shall be determined from time to time by a majority of th eTrustees, but a t least four (4) such meetings shall be held during each fiscal year with at least one

(1 ) per quarter.SECTION 10. Spe ciaI Mee tings. Special meetings of the Board of Trustees shallbe held when called by written notice signed by the President or Secretary of the Association, orby an y two (2) Trustees. Th e notice shall specify the time and place of the meeting and thenature of any special business to be considered..SECTION 11. Notice of Meetings ; W aiver. Notice of the time and place of each

meeting o f the Trustees, whether regular or special, shall be given to each Trustee by one of thefollowing methods: (a) personal delivety; (b) written notice by firs t class mail, postage prepaid;(c) by telephone communication, either directly to the Trustee or to a person at the Trustee'shome or place of business who would reasonably be expected to communicate such noticeprom ptly to the Trustee; (d) by facsimile transmission or (e) by electronic mail. All such noticesshall be given or sent to the Trustee's address or telephone number as shown on the records of theAssociation. Notice sent by first class mail shall be deposited into a United States mailbox, atleast four (4) days before the time set for the meeting. Notices given by personal delivery,telephone, facsimile transmission, or electronic mail shall be given at least seventy-two (72)hours before the time se t for the meeting.Waiver of notice of meetings of the Trustees shall be deemed theequivalent of proper notice. Any Trustee may, in writing, waive notice of any meeting of theBoard, either before or after the holding of such meeting. Such writing shall be entered into theminutes of the meeting. If any Trustee attends a meeting without protesting the lack of propernotice, either prior to or at the commencment o f the meeting, then such Truste e shall be deemedto have waived notice of such meeting..

SECTION 12. Quorum of th e Bo ard of Trustees. At all meetings of the Boardof Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business,


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and the votes of a majority of the Trustees present at a meeting at which a quorum is present shallconstitute the decision of the Board. A meeting at which a quorum is initially present maycontinue to transact business, notwithstanding the withdrawal of the Trustees, if any action takenis approved by at least a majority of the required quorum for that meeting. Notice ofadjournment of a meeting need not be given if the time and place to which it is adjoumed arefixed and announced at such meeting. At such adjoumed meeting at which a quorum is present,any business which might have been bansacted at the meeting originally called may betransacted.

SECTION 13. Conduct of Meetings. The President shall preside over allmeetings of the Board of Trustees, and the Secretary shall keep the minutes of the meeting andrecord in the minute book all resolutions adopted, as well as a record of all transaction occurringthereat.

SECTION 14. Open Meetings. All meetings of the Board of Trustees shall beopen to all Members of the Association, but Members other than the Trustees may not participatein any discussion or deliberation unless expressly so auth'orized by a majority of a quorum of theBoard.

SECTION 15. Executive Session. The Board may, with approval of a majority ofa quorum, adjourn a meeting and reconvene in executive session to discuss and vote uponpersonnel matters, litigation in which the Association is or may become involved, or orders ofbusiness of similar nature. The nature of any and all business to be considered in executivesession shall first be announced in open session.

SECTION 16. Action Without A Meeting. Any action which may be authorizedor taken at a meeting of the Board of Trustees may be authorized or taken without a meeting withthe affirmative vote or approval, and in writing or writings signed by all the Trustees. Any suchwriting shall be entered into the minute book of the Association. An explanation of the actiontaken shall be posted at a prominent place or places within the Property within three (3) daysafter written consents of all the Board members have been obtained.

SECTION'17. Voting By Trustees. A Trustee who is present at a meeting of the Boardor m y committee meeting when corporate action is taken shall be deemed to have assented to theaction taken unless:

a) He or she objects at the beginning of the meeting (or promptly upon arrival) toholding it or transacting business at the meeting;

b) His or her dissent or abstention from the action taken is entered in the minutesof the meeting; or

c) He or she delivers written notice of his or her dissent or abstention to thepresiding officer of the meeting before its adjournment or to the Association immediately after


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adjournment of the meeting. This right of dissent or abstention shall not be available to aTrusteewho votes in favor of the action taken.

ARTICLE IVOFFICERS

SECTION 1. Officers. The officers of the Association shall be a President, VicePresident, Secretary and Treasurer. The Board of Trustees may elect such other officers,including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shalldeem desirable, such officers to have the authority and perform the duties prescribed eom time totime by the Board. Any two or more offices may be held by the same person, excepting Beoffices of President and Secretary. The President and Treasurer shall be elected from amongmembers of the Board of Trustees.

SECTION 2. Election; Term of Office; Vacancies. The officers of theAssociation shall be elected annually by the Board of Trustees at the first meeting of the Boardfollowing each b u a l meeting of the Members, as herein set forth in Article 111. A vacancy inany office arising because of death, resignation, removal or otherwise may be filled by the Boardfor the unexpired portion of the teim.

SECTION3. Removal. Any officer may be removed by the Board of Trusteeswhenever in its judgment the best interests of the Association wodld be served thereby.SECTION4. Powers and Duties. The officers of the Association shall each

have such powers and duties as generally pertain to their respective offices, a s well as suchpowers and duties as may from time to time be specifically conferred or imposed by the Board.The President shall be the chief executive officer of the Association. The Treasurer shall havethe primary responsibility for the preparation of the budget and may delegate all or part of thepreparation and notification duties to a finance committee, management agent or both.

SECTION 5. Resignation. Any officer may resign at any time by givingwrittennotice to the Board of Trnstees, the President, or the Secretary. Such resignation shall take effecton the date of the receipt of such notice or at any later time specified therein, and unlessotherwise specified therein, the acceptance of such resignation shall not be necessary to make iteffective.

ARTICLE VCOIVIIVPITTEES

SECTION1. General. Committees to perform such tasks and to serve for suchperiods as may be designated by a resolution adopted by a majoiity of the Trustees present at ameeting at which a quorum is present are hereby authorized. Such committees shall performsuch duties and have such powers as may be provided in the resolution. Each committee shall be


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composed as required by law and operate in accordance with the terms of the resolution of theBoard designating such committee or with rules adopted by the Board and to the full extentpermitted by law.

SECTION2. Executive Committee. The Board of Trustees may, by resolutionadopted or signed by all of the Trustees, appoint an Executive Committee to consist of three (3)Trustees. The Board may delegate any or all of its duties to such committee. Any resolution orwriting appointing such committee must acknowledge the responsibility of allof the Trustees forthe operation and administration of the Association.

SECTION3. Design Review Committee. The Board of Trustees may appoint aDesign Review 'Committee which shall be responsible for plan approval in accordance withArticle IX of the Declaration. In addition, the committee shall develop and promulgatearchitectural standards and guidelines with respect to those matters that are within theAssociation's authority to regulate.

ARTICLE VIDETERMINATION AND PAYMENT OF ASSESSMENTS

SECTION 1. Adoption of Budget. It shall be the duty of the Board to prepareand adopt a budget wvering the estimated Common Expenses of the Association for the comingfiscal year. The budget shall also include a capital contribution or reserve in accordance with acapital budget separately prepared. After adoption of th6 budget, the Board shall cause thesummary of the budget and the Assessments to be levied against each Lot for the following yearto be delivered to each Owner. Such summary shall be delivered at least thirty (30) days prior tothe start of the fiscal year. The budget and Assessments shall take effect on the first day of thefiscal year. .

SECTION 2. Capital Budget and Contribution. The Board shall annuallyprepare a capital budget, which shall take into account the number and nature of replaceableassets, the expected life of each asset, and the expected repair or replacement wst. The Boardshall set the required capital contribution, if any, in an amount sufficient to permit meeting theprojected capital needs of the Association, as shown on the capital budget, with respect to bothamount and timing by annual assessmerits over the period of the budget. The capital contributionrequired shall be fixed by the Board and included within the budget and assessment, as providedin Section I of this Article. A copy of the capital budget shall be distributed to each Owner inthe same manner as the operating budget.

SECTION 3. Petition for Reconsideration of Budget Increase. If the Boardreceives a petition for reconsideration of budget increase as set forth in Article VII, Section 7.7 ofthe Declaration, then the Board shall forthwith call a special meeting of the Members. At suchmeeting, the Members in good standing, in person on by proxy, exercising at least sixty-six andtwo thirds (66 2/3%) percent of voting power of the Association, may vote to reduce the increaseby any amount proposed in the petition, but not lower than the previous year's budget.


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SECTION 4. Failure to Adopt Budget. The failure or delay of the Board toadopt a budget as provided herein shall not constitute a waiver or release of the obligation of anOwner to pay the Assessments. In such event, the Assessments based upon the budget lastadopted shall continue until such time as the Board adopts a new budget.

SECTION 5. Computation of Assessments. The Assessments for CommonExpenses for each Lot shall be determined in accordance with the operating budget. and thecapital contribution budget as they apply to the various Lots. Unless otherwise determined by theBoard, all Assessments shall be charged on an annual basis.

SECTION 6. Payment, Deliuquency and Acceleration. Unless otherwisedetermined by the Board, all Assessments shall be payable annually. A y installment of anAssessment shall become delinquent if not paid on the due date as established by the Board.With respect to each installment of an Assessment not paid within five (5) days after its due date,the Board may, ,at its election, require the Owner to pay a reasonable late charge, together withinterest at the rate provided in Section 1343.03 of the Ohio Revised Code calculated fiom thedate of delinquency to and including the date fi ll payment is received by the Association. If anyinstallment of an Assessment is not paid within thirty (30) days after its due date, the Board may,at its election, declare a11 of the unpaid balance of the Assessment for the then current fiscal year,attributable to that Lot, to be immediately due and payable without further demand and mayenforce collection of the full Assessment and all charges thereon in any manner authorized bylaw, the ~eclarationnd these Code of Regulations. .

SECTION 7. Remedies for Default. If an Owner is in default of payment of anAssessment, the Board may authorize collection through any Ia wll means, including foreclosureof the lien. Interest and all costs of such wllection, including but not limited towurt costs, lienfees, attorney fees shall be included in the amount due fiom the Owner and may be collected. TheBoard may authorize the Association to bid its interest at any foreclosure sale and to acquire,hold, lease, mortgage and convey any Lot.

ARTICLEVIIMISCELLANEOUS

SECTION 1. Fiscal Year. The Association may adopt any fiscal year asdetermined by the Board.SECTION 2. Parliamentary Rules. Except as may be modified by Board

resolution establishing modified procedures, Robert's Rules of Order (current edition) shallgovern the conduct of Association proceedings when not in conflict with Ohio law, the Articlesof Incorporation, the Declaration, or this Code of Regulations.


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SECTION3. Conflicts. If there are conflicts or inconsistencies between theprovisions of Ohio law, the Articles of Incorporation, the Declaration, and these Code ofRegulations, the provisions of Ohio law, the Declaration, the Articles of Incorporation, and thisCode of Regulations (in that order) shall prevail.

SECTION 4. Books and Records.Inspection by Members. The membership book, account books and

minutes of the Association, the Board and any committee shall be made available for inspectionand copying by any Member or by his or her duly appointed representative at any reasonable timeand for a purpose reasonably related to his or her interest a s a Member at the office of theAssociation or at such other place within Lorain County, Ohio, as the Board shall prescribe. .

b. Rules for Inspection. The Board shall establish reasonable rules withrespect to:

i. notice to be given to the custodian of the records by the Membersdesiring to make the inspection;

ii. hours and days of the week when such inspection may be made;and

lii payment of the cost of reprodicing copies requested by a Member.e. Inspection by Trustees. Every Trustee shall have the absolute right at

any reasonable time to inspect all books, records, and documents of the Association and thephysical properties owned or controlled by the Association. The right of inspection by a Trusteeincludes the right to make extracts and copies of documents at the expense of the Association.

SECTION 5. Notices. Unless otherwise provided in this Code of Regulations,all notices, demands, bills, statements, or other communications under this Code of Regulationsshall be in writing and shall be deemed to have been duly given if delivered personally or if sentby first class mail, postageprepaid:

if to a Member, at the address which the Member has designated in writingand filed with the Secretary or, if not such address has been designated, at the address of theresidence of such Member; or

if to the Association, the Board of Trustees, or the Managing Agent, at theprincipal office of the Association or the Managing Agent, if any, or at such other address asshall be designated by the Board with written notice to the Members.

SECTION 6. Amendment. Except as otherwise provided by law or theDeclaration, this Code of Regulations may be amended by a majority of the Members. During


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. su6h time a s the Declarant has the right to appoint Trustees of the Association pursuant to ArticleXIII, Section 13.3 of the Declaration, the Declarant shall have the right to veto any amendm ent tothis Code of Regulations which unreasonably impact Declarant's ability to sell Lots. Likewise,during such period, the Federal Housing Administration or the Veterans Administration shallhave the right to veto any amendment, if either such agency is insuring or guaranteeing themortgage on any Lot.

SECTION 7. Financ ial Review. A review of the accounts of the Associationshall be made annually in the manner as the Board of Trustees may decide, provided, however,aftex having received the Board's report at the annual meeting, the Owners, y m ajority vote, mayrequire the accounts of the Association to be audited as a Common Expense by a publicaccountant.

KANAN & CUSINANO ATTORNEYS2000 TERMINAL TOWER5 0 PUB LIC SQUARECLEVELAND, OH 44113

Documents

Saddle Creek Avon Ohio Homeowners Association 2012