THIS AMENDED AND RESTATED DECLARATION is made as of October 31, 1990, by BONDY WAY DEVELOPMENT CORPORATION, a Maryland corporation, and PRIMROSE DEVELOPMENT CORPORATION, a Maryland corporation (collectively, “Declarant”); and Cascades Community Association, Inc., a Virginia nonstock corporation (“Association”).
WITNESSETH:
WHEREAS, Kettler & Scott, Inc., a Delaware corporation, NVKettler L.P., a Virginia limited partnership and Potomac Lakes L.P., a Virginia limited partnership (collectively, “Original Declarant”) executed and recorded the Declaration for Cascades (“Initial Declaration”) dated June 22, 1989 and recorded August 16, 1989 in Deed Book 1053 at Page 1202 among the land records for Loudoun County, Virginia and recorded on August 29, 1989 in Deed Book 7412 at Page 971 among the land records for Fairfax County, Virginia (collectively, ”Land Records”) submitting certain real estate further described in the Initial Declaration to the covenants, charges, restrictions, easements and liens contained in the Initial Declaration;
WHEREAS, the Original Declarant assigned its declarant rights under the Initial Declaration to the Declarant pursuant to an Assignment of Declarant’s Rights and Amendment of Declaration For Cascades dated September 13, 1990 and recorded on September 17,1990 in Deed Book 1099 at page 1520 among the Land Records;
WHEREAS, the Original Declarant and the owners of certain real estate executed and recorded Supplementary Declarations For Cascades subjecting Additional Real Estate to the Initial Declaration, such real estate to remain subject to this Amended and Restated Declaration.
WHEREAS, the Declarant and the Association desire to amend and restate the Initial Declaration;
WHEREAS, the Declarant is the Class E member of the Association which is currently entitled to cast more than sixty-seven percent of the total number of votes in the Association;
WHEREAS, Section 15.2 of the Initial Declaration allows the Association to amend the Initial Declaration with the written approval of members entitled to cast at least sixty-seven percent of the total number of votes and members entitled to cast sixty-seven percent of the total number of votes have consented to this amendment and restatement as evidenced by the Declarant’s signature hereto and the Owner’s Consents attached hereto:
WHEREAS, all Mortgagees were given thirty days notice of the proposal to amend and restate the Articles of Incorporation and Bylaws for Cascades Community Association, Inc. and the Declaration For Cascades (collectively, “Association Documents”) by certified mail, return receipt requested, and no Mortgagee objected, therefore pursuant to Section 15.4 of the Initial Declaration the Mortgagee not responding to the notice of Amendment are deemed to have approved; and
WHEREAS, Section 15.4 of the Initial Declaration requires the prior written approval of sixty-seven percent of the Mortgagees and members entitled to cast at least sixty-seven percent of the total number of votes, including a majority of the votes entitled to be cast by Owners other than the Declarant, before the Association can make certain material amendments to the Association Documents and, such approvals have been obtained as evidenced by the Mortgagee’s Consents and Owner’s Consents attached hereto;
WHEREAS, Section 15.4 of the Initial Declaration also states that the Association may not make certain material amendments to the Association Documents without the consent of the Veterans Administration when a Veterans Administration guarantee is in effect on a Mortgage, however no veterans Administration guarantee is currently in effect on a Mortgagee and; therefore, no approval is necessary.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Declarant and the Association hereby amend and restate the Initial Declaration as set forth below, and upon recordation of this Amended and Restated Declaration, the provisions of this Amended and Restated Declaration shall supersede and replace the provisions of the Initial Declaration in its entirety. The real estate designated as Submitted Real Estate in Exhibit A hereto shall, from the date this Amended and Restated Declaration is recorded, be held, conveyed, acquired and encumbered subject to the terms and provisions hereof, all of which shall run with the land and bind and inure to the benefit of the Association and all Persons who may now or hereafter own or acquire any right, title, estate or interest in or to any of such real estate, or who may now or hereafter occupy or enter upon any portion thereof, subject to the right of the Declarant or the Association to amend this Amended and Restated Declaration to add all or an portion of the Additional Real Estate.
Section 1.1. Definitions. Terms used herein without definition shall have the meanings specified for such terms in Section 13.1-803 of the Act. Capitalized terms used herein shall have the meanings specified for such terms below.
(1) “Additional Real Estate” means the real estate so designated in Exhibit B or shown on Exhibit C hereto and such real estate as may be designated as Additional Real Estate in amendments to Exhibit B made by the Declarant from time to time, which the Declarant may submit to this Declaration and to the jurisdiction of the Association pursuant to Section 4.1 hereof, or any real estate that the Association may submit to the Declaration and assume jurisdiction over pursuant to Section 4.2 hereof.
(2) “Act” means the Virginia Nonstock Corporation Act, Chapter 10 of Title 13.1 of the Code of Virginia (1950), as the same may be amended, supplemented or replaced from time to time.
(3) “Articles of Incorporation” means the Articles of Incorporation for Cascades Community Association, Inc., filed with the Virginia State Corporation Commission, as amended from time to time.
(4) “Association” means Cascades Community Association, Inc. and, with respect to the rights and obligations of the Association set forth in this Declaration, its successor and assigns.
(5) “Association Documents” means collectively, the Articles of Incorporation, this Declaration and the Bylaws, as amended from time to time. Any exhibit, schedule, certification or amendment to an Association Document is an integral part of that document.
(6) “Board of Directors” or “Board” means the executive and administrative entity established by Article 5 of the Articles of Incorporation as the governing body of the Association.
(7) “Builder” means a Person who in the regular course of business purchases Lots or raw land solely for the purpose of constructing improvements for resale or rental.
(8) “Bylaws” means the Bylaws of the Association, as amended from time to time.
(9) “Common Area” means, at any given time, all of the Property, other than Lots, then owned or leased by the Association or otherwise available to the Association for the benefit, use and enjoyment of the Owners; provided, however, that real estate is not Common Area solely because it is burdened by an easement for utilities, landscaping, storm water management or signage, even though the Association may maintain such areas. A portion of the Common Area which the Association has the right to maintain as Community Trails or otherwise for the benefit of the Owners may be located within a Lot. For the purposes of maintenance, operation and control such portion of the lot shall be treated as Common Area; for the purposes of ownership, such portion shall be part of the Lot and shall be included in the calculation of voting rights and assessments.
(10) “Common Expenses” means all expenditures lawfully made and incurred on behalf of the Association, together with all funds determined by the Board of Directors to be necessary for the creation and maintenance of reserves pursuant to the provisions of the Association Documents. Except when the context clearly requires otherwise, any reference to Common Expenses includes Limited Common Expenses and Recreational Facilities Expenses.
(a) “Limited Common Expenses” means expenses incurred by the Association and benefiting one or more but less than all of the Lots pursuant to Subsection 6.2 (a) (2) hereof, but not including Recreational Facilities Expenses.
(b) “Recreational Facilities Expenses” means expenses incurred by the Association for the management and Upkeep of and insurance for the Recreation Facilities and such amounts as the Board of Directors may determine to be necessary to create reserves for the repair and replacement of the Recreational Facilities.
(11) “Community Trails” means the paths and trails constructed by the Declarant or by an Owner pursuant to an agreement with the Declarant across Lots and any Common Area owned in fee simple by the Association, which shall be maintained by the Association for the use of all Owners. Such paths and trails shall be considered part of the Common Area, even though located within a Lot.
(12) “Covenants Committee” means the committee that may be established by the Board of Directors pursuant to Article 9 hereof to assure that the Property shall be maintained in a manner consistent with the purposes and intents of this Declaration.
(a) “New Construction Subcommittee” means the subcommittee of the Covenants Committee that reviews proposed initial construction of any structure on the Property as set forth in Section 9.4 and Subsection 9.2 (a) hereof.
(b) “Modifications Subcommittee” means the subcommittee of the Covenants Committee that reviews proposed visible additions, alterations or modifications to the exterior of existing structures on the Property as set forth in Subsection 9.2 (b) hereof.
(c) “Rules Enforcement Subcommittee” means the subcommittee of the Covenants Committee that reviews possible violations of the Association Documents and Rules and Regulations and recommends appropriate enforcement action as set forth in Subsection 9.2 (c) hereof.
(13) “Declarant” means collectively, Primrose Development Corporation, a Maryland corporation and Bondy Way Development Corporation, a Maryland corporation. Each of the Persons comprising the Declarant may unilaterally assign the declarant rights such Person is entitled to exercise, pursuant to Section 5.2 hereof. Each of the Persons comprising the Declarant may unilaterally exercise its rights under the Association Documents. Following recordation of an instrument assigning to another Person some or all of the rights reserved to the Declarant under the Association Documents, pursuant to Section 5.2 hereof the term “Declarant” shall mean that assignee in addition to or instead of either of the entitles listed above.
(14) “Declarant Control Period” means the period ending on the earlier of: (1) the later of (i) the tenth anniversary of the date of recordation of the Declaration or (ii) the fifth anniversary of the date of recordation of the most recent Supplementary Declaration adding Additional Real Estate (providing, however, that once the Declarant Control Period has expired, the recordation of a subsequent Supplementary Declaration shall not reinstate the Declarant Control Period; and provided, further, that if the Declarant is delayed in the improvement and development of the Property due to a sewer, water or building permit moratorium or other cause or event beyond the Declarant’s control, then the aforesaid period shall be extended for the period of the delay or three years, whichever is less); (2) the date of the number of votes of Class A members equals the number of votes of the Class E member; or (3) the date specified by the Declarant In a written notice to the Association that the Declarant Control Period is to terminate on that date.
(15) “Declaration” means the Declaration for Cascades dated June 22, 1989, and recorded August 16, 1989, in Deed Book 1053, and Page 1202, among the land records for Loudoun County, Virginia, and recorded on August 29, 1989, in Deed Book 7412, at Page 971 and among the land records for Fairfax County, Virginia, as amended by this Amended and Restated Declaration For Cascades. The term Declaration shall include all amendments to the Declaration: (i) amending the provisions herein pursuant to Article 15 hereof, and (ii) except when the context clearly requires otherwise, Supplementary Declarations submitting Additional Real Estate to the terms of this Declaration and the jurisdiction of the Association pursuant to Article 4 hereof.
(16) “Design Standards” means the standards developed for the Property by the Covenants Committee pursuant to Article 9 hereof, and any standards established by the Declarant.
(17) “Development Period” means the period of time that the Declarant or Builders are engaged in development or sales, or activities related thereto, anywhere on the Property or the Additional Real Estate. When all the real estate described in Exhibit A or B to the Declaration or any amendment thereto has been conveyed to Owners other than the Declarant or a Builder, then the Development Period shall end.
(18) “Land” means, at any given time, the real estate then subject to the Declaration (including Lots and Common Area), but does not include improvements or appurtenances thereto.
(19) “Land Records” means the land records of Loudoun County and Fairfax County, Virginia, the jurisdictions in which the Property and the Additional Real Estate are located.
(20) “Limited Common Area” means a portion of the Common Area designated by the Declarant pursuant to Section 3.9 hereof for the exclusive use of one or more but less than all of the Owners.
(21) “Lot” means a portion of the Property designated as a separate subdivided lot of record (but not including the real estate designated as Common Area and owned by the Association) on a plat of subdivision, resubdivision or consolidation or boundary line adjustment of a portion of the Property recorded among the Land Records or any plot of real estate held in separate ownership, and includes any improvements now or hereafter appurtenant to that real estate. Lot shall also mean any condominium unit created in accordance with Chapter 4.2 of Title 55 of the Code of Virginia (1950), as amended.
(a) “Civic Lot” means a Lot containing improvements primarily used for a public purpose and owned by a governmental entity, including without limitation schools, fire and rescue stations, police stations, libraries and parks. If a Civic Lot is no longer used for a public purpose or owned by a governmental entity, such Lot shall no longer be a Civic Lot and shall be treated as a Nonresidential Lot, Multifamily Residential Lot or Single Family Residential Lot, as may be appropriate, for the purposes of voting and assessments.
(b) “Multifamily Residential Lot” means any Lot upon which the improvements are primarily intended for use and occupancy as a residence, containing more than one dwelling unit, and unless otherwise specified, includes without limitation Lots containing rental apartments or elderly congregate care facilities.
(c) “Nonresidential Lot” means any Lot used primarily for nonresidential purposes, and unless otherwise specified, includes without limitation Lots containing churches, office buildings, retail uses, restaurants, commercial condominium units, day care facilities or similar uses.
(d) “Single Family Residential Lot” means any Lot upon which the improvements are primarily intended for use and occupancy as a single residence, containing only one dwelling unit, and unless otherwise specified, includes without limitation Lots containing residential condominium units, townhouses or detached or semi-detached single family homes.
(22) “Majority Vote” means a simple majority (more than fifty percent) of the votes entitled to be cast by members present in person or by proxy at a duly held meeting of the members at which a quorum is present. Any vote of a specified percentage of members means that percentage with respect to the total number of votes entitled to be cast by members present in person or by proxy at a duly held meeting at which a quorum is present. Any vote by a specified percentage of the Board of Directors (or the Covenants Committee) means that percentage with respect to votes entitled to be cast by directors (or Committee members) present at a duly held meeting of the Board (or Committee) at which a quorum is present. Any vote of or approval by a specified percentage of the Mortgagees means a vote of or approval by the Mortgagees of Lots calculated according to the number of votes allocated to the Lot on which each has a Mortgage.
(23) “Mortgagee” means an institutional lender (one or more commercial or savings banks, savings and loan associations, trust companies, credit unions, industrial loan associations, insurance companies, pension funds or business trusts, including but not limited to real estate investment trusts, any other lender regularly engaged in financing the purchase, construction or improvement of real estate, or any assignee of loans made by such lender, or any combination of an of the foregoing entities), holding a first mortgage or first deed of trust (“Mortgage”) encumbering a Lot which has notified the Board of Directors of its status and requested all rights under the Association Documents. Only for the purpose of the notice and inspection rights in Articles 13, 15 and 16 hereof, the term “Mortgagee” shall also include the Veterans Administration, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the Federal National Mortgage Association, the Farmer’s Home Administration, the Government National Mortgage Association and any other public or private secondary mortgage market entity, if such entity is participating in purchasing, guarantying or insuring Mortgages on Lots and the Board of Directors has notice of such participation.
(24) “Officer” means any Person holding office pursuant to Article 6 of the Bylaws.
(25) “Owner” means one or more Persons who own a Lot in fee simple, including contract sellers, but does not mean any Person having an interest in a Lot solely by virtue of a contract or as security for an obligation.
(26) “Person” means a natural person, corporation, partnership, association, trust or other entity capable of holding title to real estate or any combination thereof.
(27) “Phase” means a portion of the Property designated as provided in Section 4.3 hereof. The Phase number shall be the subdivision section number which is stated in the Supplementary Declaration, unless indicated otherwise in Supplementary Declaration recorded after January 1, 1990.
(28) “Private Streets and Roadways” means all streets, roadways, sidewalks, curbs, gutters and parking areas which are part of the Common Area, but no including streets and roadways dedicated to public use by a plat or deed of dedication.
(29) “Property” means, at any given time, the real state then subject to the Declaration (including Lots and Common Area) and includes all improvements and appurtenances thereto now or hereafter existing.
(30) “Recreational Facilities” means the swimming pools, tennis courts and associated community buildings and any other facilities owned by the Association and restricted to the use by the Class A members and other Persons purchasing memberships pursuant to the regulations and charges established by the Board of Directors but not including tot lots, playing fields, trails and community centers open to all Owners and their designees.
(31) “Reserved Common Area” means a portion of the Common Area for which the Board of Directors has granted a revocable license for exclusive use pursuant to Section 3.9 hereof.
(32) “Rules and Regulations” means the rules and regulations governing the use, occupancy, operation and physical appearance of the Property adopted from time to time by the Board of Directors.
(33) “Submitted Real Estate” means the real estate designated as such in Exhibit A hereto and all real estate which is from time to time submitted to the Declaration.
(34) “Supplementary Declaration” means an amendment to the Declaration submitting Additional Real Estate to the terms of the Declaration and subjecting such Additional Real Estate to the jurisdiction of the Association, whether or not such Supplementary Declaration contains additional provisions reflecting the unique characteristics of the real estate being added, pursuant to Article 4 hereof.
(35) “Upkeep” means care, inspection, maintenance, operation, repair, repainting, remodelling (sic), restoration, improvement, renovation, alteration, replacement and reconstruction.
Section 1.2. Construction of Association Documents.
(a) Captions. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the document in which used or any provision thereof.
(b) Pronouns. The use of the masculine gender shall be deemed to include the feminine and neuter genders, and the use of the singular shall be deemed to include the plural and vice versa, whenever the context so requires.
(c) Severability. Each provision of an Association Document is severable from every other provision, and the invalidity of any one or more provisions shall not change the meaning of or otherwise affect any other provision. To the extent that any provision of the Association Documents is found to be overly broad or unenforceable and a narrower or partially enforceable construction may be given to such provision, then the narrower or partially enforceable construction shall be applied and, to the extent practicable, the provision shall be enforced.
(d) Interpretation. If there is any conflict between the Association Documents, the Declaration shall control, except as to matters of compliance with the Act, in which case the Articles of Incorporation shall control. Particular provisions shall control general provisions, except that a construction consistent with the Act shall in all cases control over any construction inconsistent therewith. The provisions of the Bylaws shall control over any conflicting provision of any rule, regulation or other resolution adopted pursuant to any of the Association Documents.
(e) Complementarity of Association Documents and Incorporation by Reference. The Association Documents shall be construed together and shall be deemed to incorporate one another. Any requirements as to the content of one shall be deemed satisfied if the deficiency can be cured by reference to any of the others. Any provision of any Association Document referenced in any other Association Document with the intent to incorporate the provisions of the Association Document into the other Association Document, shall be deemed incorporated therein, as if set forth in full.
(a) Creation. The Cascades Community Association, Inc. is a nonstock corporation organized and existing under the laws of the Commonwealth of Virginia, charged with the duties and vested with the powers prescribed by law and set forth in the Association Documents.
(b) Membership. Members of the Association shall at all times be, and be limited to, the Declarant (during the Development Period) and the Persons who constitute Owners of the Lots. If more than one Person owns a Lot, then all of the Persons who own such Lot shall collectively constitute one Owner and be one member of the Association. Each such person is entitled to attend all meetings of the Association. Membership in the Association is mandatory and transfers automatically with ownership of a Lot.
Upon acquiring title to a Lot, each new Owner shall immediately give written notice to the Secretary stating the name and address of such new Owner and the number or address of the Lot. If the new Owner fails to give the Secretary such notice within thirty days after acquiring title to such Lot, then reasonable record keeping costs incurred by the Association may be assessed against such Owner pursuant to Section 12.1 (a) hereof.
(c) Classes of Members; Voting Rights. The Association shall have the following classes of members:
The Class A members shall be the Owners of Single Family Residential Lots, other than the Declarant, and shall have one vote for each such Lot upon the earlier of: (1) conveyance of such Lot to an Owner other than the Declarant or a Builder or (2) three months after issuance of a certificate of occupancy or similar permit issued by the appropriate government agency with respect to the dwelling unit located upon such Lot.
The Class B members shall be the Owners of Multifamily Residential Lots, including the Declarant, and shall have one vote for each ten dwelling units located on such Lot for which a building permit or similar permit has been issued by the appropriate government agency.
The Class C members shall be the Owners of Nonresidential Lots, including the Declarant, and shall have one vote for each Lot.
The Class D members shall by the Owners of Civic Lots and shall have no vote.
The Class E member shall be the Declarant. The Declarant shall have 7,100 votes [a number equal to one and one-half times the total number of Class A votes projected when the Submitted Real Estate and Additional Real Estate are fully developed] less the number of votes held by Class A members when a vote is taken. If the Declaration is amended from time to time to include additional real estate that was not originally described on Exhibits A or B to the Declaration when the Declaration was recorded, the number of votes of the Class E member described above shall be increased by one and one-half times the number of Class A votes that would be appurtenant to any Lots created on such real estate if such real estate were fully developed under the applicable zoning regulations and submitted to the Declaration.
When all the real estate described in Exhibits A or B of the Declaration or any amendments thereto has been conveyed to Owners other than the Declarant or a Builder, the Class E membership shall expire.
(d) Board Authority to Act. Unless otherwise specifically provided in the Act or the Association Documents, all rights, powers, easements, obligations and duties of the Association may be performed by the Board of Directors on behalf of the Association.
(e) Merger or Consolidation. Upon merger or consolidation of the Association with another association formed for similar purposes, the Association’s properties, rights and obligations may be transferred to the surviving or consolidated Association, or alternatively, the properties, rights and obligations of the other association may be assumed by the Association, as the surviving corporation. No such merger or consolidation shall affect any revocation, termination, change or addition to this Declaration except pursuant to Articles 15 and 16 hereof.
(f) Other Associations. Any portion of the Property may also be subjected to a declaration which grants rights with respect to a portion of the Property to a second owners association or condominium unit owners association which addresses concerns particular to that specific portion of the Property. Any obligations created under any such declaration shall be in addition to and subordinate to the obligations created hereunder.
Section 2.1. Conveyance; Title. The Declarant shall convey the Common Area in each Phase of the Property to the Association in fee simple released from any encumbrance securing the repayment of monetary obligations incurred by the Declarant, but subject to all easements and other encumbrances then of record (including those created by this Declaration). The Common Area in Phase of development shall be conveyed to the Association before the conveyance of any Lot in such Phase to an Owner other than the Declarant or a Builder. The Association shall accept title to any real estate or personal property offered to the Association by the Declarant.
Section 2.2. No Dedication. Nothing contained herein or in the other Association Documents shall be construed as a dedication to public use or as an assumption of responsibility for Upkeep of any Common Area by any public or municipal agency, authority or utility, nor shall it be construed to prevent the Board of Directors of the Association from permitting public access to or use of any Common Area.
Section 2.3. Transfer of Responsibility for Upkeep. When the Declarant or Builder substantially completes improvements on any portion of the Common Area and transfers responsibility for Upkeep for such portion of the Common Area to the Association, a representative of the Association appointed by the Board of Directors shall inspect such portion of the Common Area and shall report its condition to the Board of Directors within fifteen days after notice that such portion of the Common Area is ready for inspection. If the Association fails to do so within the fifteen-day period, the Association waives its rights under this section. When the Declarant or a Builder transfers the responsibility for Upkeep of any portion of the Common Area to the Association, any improvements located thereon shall be substantially complete, all work (except for such work which cannot be performed due to the weather conditions or the season of the year, which the Declarant or Builder will be obligated to complete when weather conditions permit) required by the site plan shall be either completed or bonded with the County and such portion of the Common Area and improvements on such portion of the Common Area shall be in a condition generally acceptable to the Association. If such Common Area and the improvements located thereon are not in such condition, the Association shall notify the Declarant or Builder in writing, specifying the deficiencies, whereupon the Declarant or Builder shall have sixty days to remedy the deficiencies. After such sixty-day period, the Association may perform on behalf of the Declarant or Builder and the Declarant or Builder shall promptly reimburse the Association for the reasonable costs incurred. When the Association assumes responsibility for Upkeep of a portion of the Common Area, the Association shall cooperate to obtain release of County bonds.
Section 2.4. Regulation of Common Area; Memberships in Recreational Facilities. The Board of Directors shall have the right to regulate use of the Common Area pursuant to Section 8.3 hereof and to charge fees for the use thereof; provided, however, that Owners of Lots subject to assessment for Recreational Facilities Expenses shall not be required to pay a fee for use of the Recreational Facilities during normal operating hours. The Board of Directors shall offer annual memberships in the Recreational Facilities to residential occupants of the Cascades Commercial Association, Inc., a nonprofit corporation to be established to operate the commercial portions of the “Cascades,” “Potomac Lakes,” “Spring Lakes” developments. The fees for and the terms of such annual memberships shall be established by the Board of Directors in its sole discretion and shall not be subject to the provisions of Section 6.2 hereof. The Board of Directors may also require a refundable or non-refundable initial contribution, as part of the fee structure for annual memberships. In addition, at least fifty annual memberships shall be available to the residents of the Arl Keith/Jefferson Knolls subdivision on a similar basis as enjoyed by the Owners of Single Family Lots. The Board may also offer annual memberships to residential or nonresidential owners and occupants of adjacent real estate, if the Board in its sole discretion determines that the additional annual memberships will not unreasonable adversely affect availability of the Recreational Facilities to the Owners. Persons purchasing such annual memberships in the Recreational Facilities are not members of the Association and shall have no right to vote on Association matters. Such annual memberships are not assignable. The Board may also mortgage, dedicate or convey the Common Area owned in fee simple by the Association or grant easements over and through any Common Area subject to the restrictions in Section 15.4 hereof.
Section 2.5. Improvements on Common Area. After the initial improvement and conveyance of any Common Area to the Association, the Declarant may, but is not obligated to, construct additional improvements on the Common Area for the benefit of the Property, pursuant to the easements in Section 3.1 hereof. No funds collected by the Association shall be used to offset the expenses of development of the Property in accordance with the development plan approved by the appropriate governmental agencies. However, the Owners may approve funds to construct additional improvements on the Common Area in accordance with Section 7.4 hereof.
Section 2.6. Boundary Adjustments. The Board of Directors has the power at any time or times, consistent with the then existing zoning or subdivision ordinances of the applicable governmental authority, and pursuant to a recorded subdivision, resubdivision or boundary-line adjustment plat, to transfer part of the Common Area to or at the direction of the Declarant for the purpose of adjusting Lot lines or otherwise in connection with the orderly subdivision and development of the Property; provided, however, that: (i) such transfer shall not reduce the portion of the Property designated as “open space”: below the minimum level of “open space” required in the subdivisions comprising the Property at the time of the transfer; (ii) the Declarant shall transfer to the Association as “open space”, such portion of the Property as is necessary to maintain the total acreage designated as “open space” at the level existing at the time of the transfer; (iii) the appropriate governmental authorities approve such Lot line adjustments; and (iv) documents showing each such Lot line adjustments are submitted to the Veterans Administration, if the Veterans Administration is guarantying a Mortgage on a lot affected by the adjustment or the Federal Housing Administration, if the Federal Housing Administration is insuring a Mortgage on a Lot affected by the adjustment.
Section 3.1. Development Easements.
(a) Easements Reserved to the Declarant.
(1) Easement to Facilitate Development. The Declarant hereby reserves to itself and its successors and assigns a nonexclusive blanket easement over and through the Property for all purposes reasonably related to the development and completion of improvements on the Property, including without limitation: (i) temporary slope and construction easements; (ii) drainage, erosion control, and storm and sanitary sewer easements (including the right to cut or remove trees, bushes or shrubbery, to regrade the soil and to take any similar actions reasonably necessary; provided, however, that thereafter the Declarant shall restore the affected area as near as practicable to its original condition); (iii) easements for the storage (in a sightly manner) of reasonable supplies of building materials and equipment necessary to complete the improvements; and (iv) easements for the construction, installation and Upkeep of improvements (e.g., buildings, landscaping, street lights, signage, etc.) on the Property or reasonably necessary to serve the Property.
(2) Easement to Facilitate Sales. The Declarant hereby reserves to itself and its successors and assigns the right to: (i) use any Lots owned or leased by the Declarant, any other Lot with the written consent of the Owner thereof or any portion of the Common Area (including any improvement) as models, management offices, sales offices, a visitors’ center, construction offices, customer service offices or sales office parking areas (provided, however, that the Declarant shall remain responsible for the operating expenses of any portion of the Common Area used for the foregoing purposes); (ii) place and maintain in any location on the Common Area, the common area of any owners association or the common elements of any condominium and on an Lot (for a distance of fifteen feet behind any Lot line which parallels a public or private street), street and directional signs, temporary promotional signs, plantings, street lights, entrance features, “theme area” signs, lighting, stone, wood or masonry walls or fences and other related signs and landscaping features; provided, however, that all signs shall comply with applicable governmental regulations and the Declarant shall obtain the consent of the Owner of any affected Lot or of the Covenants Committee if the Owner does not consent; and (iii) relocate or remove all or any of the above from time to time at the Declarant’s sole discretion.
(3) Easement for Utilities and Related Services.
(i) A non-exclusive blanket easement is hereby granted over and through the Property for ingress, egress, installation, operation and Upkeep of the equipment for providing to any portion of the Property or the adjacent real estate or the adjacent golf course, any utilities, including without limitation water, sewer, drainage, gas, electricity, telephone and television service, whether public or private; such easement is hereby granted to any Person providing, installing or providing Upkeep for the aforesaid services. Any pipes, conduits, lines, wires, transformers and any other apparatus necessary for the provision or metering of any utility may be installed, maintained or relocated only where permitted by the Declarant, where contemplated on any site plan approved by the Declarant or where approved by resolution of the Board of Directors. Such utilities or services may be installed above ground during periods of construction if approved by the Declarant. The Person installing or providing Upkeep of the utility or service shall use such Person’s best efforts to install or provide Upkeep without disturbing the Owners, complete all installation or Upkeep as promptly and expeditiously as possible, and restore the surface to substantially its original condition as soon as possible.
(ii) If the Person installing the utility or service covered by the general easement herein created requests a specific easement by separate recordable document, then the Declarant hereby reserves to itself, and its successors and assigns and also grants to the Association, the right to grant and reserve such specific easements, rights-of-way and licenses over and through: (1) the Common Area; (2) the common area of any owners association or the common elements of any condominium; (3) any real estate conveyed to a Builder prior to subdivision into individual Lots; and (4) any Lot within twenty-five feet of any boundary line of a Nonresidential, Civic or Multifamily Residential Lot or ten feet of any boundary line of a Single Family Residential Lot for the installation and Upkeep of the equipment for providing to any portion of the Property or adjacent real estate or golf course, any utilities, including without limitation water, sewer, drainage, gas, electricity, telephone and television service, whether public or private, or for any other purpose necessary or desirable for the orderly development of the Property or for the benefit of the adjacent real estate and adjacent golf course.
(4) Dedications and Easements Required by Governmental Authority. The Declarant hereby reserves to itself and its successors and assigns the right to make any dedications and to grant any easements, rights-of-way and licenses required by any government or governmental agency over and through all or any portion of the Common Area owned in fee simple by the Association.
(5) Landscaping Easement Across Lots; Community Trails. The Declarant hereby reserves to itself and its successors and assigns an easement and the right to grant and reserve easements over and through the Common Area, the common area within any planned community or the common elements of any condominium located within the Property or over and through any Lot: (i) within fifty feet from any public right-of-way or twenty-five feet from any adjacent Lot or Common Area in the case of a Nonresidential, Civic or Multifamily Lot; and (ii) within ten feet of any public right-of-way or any adjacent Lot in the case of a Single Family Residential Lot; and (iii) around the lake frontage of all lakes, for a depth of twenty feet back from the high water mark of such lake, or (iv) specifically designated as landscape and/or buffer easements on the Plat attached to a Supplementary Declaration describing real estate added to the Property or a subdivision plat. These easements shall be for the purpose of construction, installation, irrigation and maintenance of landscaping features, including without limitation plants, trees and earth berms and other earth contouring and shall include access as necessary to perform such tasks. The Owner of a Lot burdened by the easement without the permission of the Declarant, during the Declarant Control Period, or the Association thereafter. The Declarant or the Association, as appropriate, may require the Owner of the Lot to maintain the easement area located on such Owner’s Lot. Maintenance of these easement areas by the Association shall be a Common Expense. These easement areas are not part of the Common Area. In addition, the Declarant may install on a Civic, Nonresidential or Multifamily Residential Lot Community Trails within the easement areas described in this paragraph or easements for trails shown on a subdivision plat without the permission or approval of the Owner of such Lot or any other location over and through the Lot with the permission of the Owner of such Lot. The Declarant hereby reserves to itself and its successors and assigns, the right to grant easements across Community Trails and grant to the Association and each Owner an easement for access across such Community Trails. The Community Trails shall be available for the use of all Owners and shall be considered part of the Common Area even though located on Lots. The Association shall maintain the Community Trails and the cost of such maintenance shall be a Common Expense.
(6) Storm Water Management Easement. The Declarant hereby reserves to itself and its successors and assigns an easement and the right to grant and reserve easements over and through the Property for the construction and Upkeep of storm water management facilities, including storm water retention areas. The Declarant shall also have the right to allow adjacent properties to tie their storm water management facilities into the storm water management facilities for the Property; provided, however, that the owners of such adjacent properties agree to bear a portion of the expense of Upkeep for the storm water management facilities for the Property in such amount as may be deemed appropriate by the Declarant.
(7) Access to Adjacent Roof. The Declarant hereby reserves as easement to itself, its designees and also grants to the Association, the adjacent Owner and their agents, employees or designees for access to the roof area of improvements built or to be built upon the Lots which share a common wall with the improvements on the adjacent Lot or Common Area for the purpose of inspection and Upkeep of such roof areas and which easement shall permit any Person exercising it rights under this section access at reasonable for such purposes. This easement is for the purpose of mutual protection of adjacent Owners from damage or possible damage to an improvement resulting from roof leakage from or into an adjacent improvement.
(8) Storm Water Runoff. In certain cases, the storm water runoff from the roof surfaces of the improvements built or to be built upon the Property may be directed or piped over, upon or under adjacent Lots or Common Area. In such cases, the Declarant hereby grants a perpetual easement for the continued existence of such water direction or piping over and upon the Lot or Common Area so affected, the Declarant, any affected Owner, or the Association, or any of their designees, employees or agents shall have the right, with notice and at reasonable hours, to enter upon such Lot or the Common Area for the purposes of inspection, repair, maintenance and reconstruction of such facilities.
(9) Easement to Correct Drainage. The Declarant reserves to itself and its successors and assigns an easement over, through and under the ground within each Lot and the Common Area to maintain and to correct drainage of surface water in order to maintain reasonable standards of health, safety and appearance. Such right expressly includes the right to cut any trees, bushes or shrubbery, make any grading of the land, or to take any other similar action reasonable necessary, following which the Declarant shall restore the affected property to its original condition as near as practicable. The Declarant shall give reasonable notice of intent to take such action to all affected Owners, unless in the opinion of the Declarant an emergency exists which precludes such notice.
(b) Additional Real Estate. To the extent real estate not owned by the Declarant is subjected to the Declaration, the owner of such real estate shall be deemed to have granted the easements and rights set forth in this section.
(c) Further Assurances. Any and all conveyances of Submitted Real Estate are subject to the reservations, easements and rights-of-way granted or reserved hereby. Upon written request of the Declarant, the Association and each Owner shall from time to time execute, acknowledge and deliver to the Declarant such further assurances of these reservations of rights and easements as may be requested.
(d) Duration and Assignment of Development Rights. The Declarant shall be entitled to the rights, powers and easements granted under this section for so long as the Declarant or its designees are engaged in development or sales, or activities related thereto, anywhere on the Property or the Additional Real Estate. The Declarant may assign its rights under this Article to, or share such rights with, one or more other Persons, exclusively, simultaneously for consecutively with respect to the Common Area or Lots owned by such designees.
Section 3.2. Association Power to Make Dedications and Grant Easements. The rights, powers and easements reserved to the Declarant by Paragraphs 3.1 (a) (2) (ii) and (iii), (3), (5), (6) and (9) hereof are also hereby granted to the Association. These rights, powers and easements may be exercised by the Association, subject to Section 15.4 hereof; provided, however, that the limitations on duration applicable to the Declarant shall not apply to the Association. If the Declarant or any Owner requests the Association to exercise its powers under this section, the Association’s cooperation shall not be unreasonably withheld, conditioned or delayed.
Section 3.3. Easement for Upkeep.
(a) Association Access. A right of access over the through any portion of the Property (excluding any occupied dwelling) is hereby granted to the Association, the managing agent and any other Person authorized by the Board of Directors, in the exercise and discharge of their respective powers and responsibilities, including without limitation to make inspections, correct any condition originating in a Lot or in the Common Area threatening another lot or the Common Area, correct drainage, perform installations or Upkeep of utilities, landscaping or other improvements located on the Property for which the Association is responsible to Upkeep, or correct any condition which violates the Association Documents. The agents, contractors, Officers and directors of the Association may enter any portion of the Property (excluding any occupied dwelling) in order to utilize or provide for the Upkeep of the areas subject to easements granted in this Article to the Association. Each Owner shall be liable to the Association for the cost of all Upkeep performed by the Association and rendered necessary by any act, neglect, carelessness or failure to comply with the Association Documents for which such Owner is responsible pursuant to Section 12.1 hereof, and the costs incurred by the Association shall be assessed against such Owner’s Lot in accordance with subsections 6.2 (d) and 12.1 (a) hereof.
(b) Declarant Access. Until the expiration of any applicable warranty period, the Declarant hereby reserves to itself and its designees a right of access over and through the Proper (including any improvement) to perform warranty-related work within the Common Area or the Lots. The Declarant may assign its rights under this Subsection to, or share such rights with, one or more other Persons, exclusively, simultaneously or consecutively.
(c) Entry into Improvements. If entry to an improvement is required by any Person pursuant to this section, a request for entry shall be made in advance and such entry shall be made, to the extent practicable, at a time reasonably convenient to the Owner (or where the improvement is used for commercial purposes, during normal business hours). In case of an emergency, however, such right of entry to any improvement shall be immediate.
Section 3.4. Limitations on Exercise of Rights and Easements.
(a) These easements are subject to all other easements and encumbrances or record (including those created by this Declaration).
(b) The Declarant or the Association, as appropriate, when exercising the rights and easements granted by this Article, shall: (i) give reasonable prior notice to all affected Owners, unless an emergency exists which precludes such notice; (ii) minimize any economic or aesthetic injury to the affected Lots or the Common Area; and (iii) not unreasonable interfere with the affected Owner’s use, enjoyment and benefit from such Owners’ Lots or the Common Area.
(c) If an easement is relocated, the cost of such relocation shall be paid by the part requesting the relocation.
(d) Any damage resulting from the exercise of the aforesaid rights and easements shall be promptly repaired and the site restored to the extent practicable by the declarant or the Association, as appropriate, or at the option of the Declarant or the Association, the part responsible for such damage. In either case, the cost of such repair and restoration shall be paid for by the party responsible for the damage.
Section 3.5. Easements for Encroachments. If any improvement on the Property now or hereafter encroaches on an other portion of the Property by reason of (1) the original construction thereof, (2) deviations within normal construction tolerances in the Upkeep of any improvement, or (3) the settling or shifting of any land or improvement, an easement is hereby granted to the extent of any such encroachment for the period of time the encroachment exists. The Owner of the encroaching improvement shall also have an easement for the limited purpose of Upkeep of the encroaching improvement. This easement does not relieve any Owner or any other Person from liability for such Owner’s or other Person’s negligence or willful misconduct.
Section 3.6. Easement for Support. To the extent that an portion of the Property now or hereafter supports or contributes to the support of any other portion of the property, the former is hereby burdened with an easement for the lateral and subjacent support of the latter.
Section 3.7. Emergency Access. An easement is hereby granted (1) to all police, fire, ambulance and other rescue personnel over and through all or an portion of the property for the lawful performance of their functions during emergencies and (2) to the Association over and through all Lots, if emergency measures are required in any Lot to reduce a hazard hereto or to any other portions of the Property. The Association is hereby authorized but not obligated to take any such measures.
Section 3.8. Easement for Use of Common Area.
(a) Use and Enjoyment. Each Owner and each Person lawfully occupying a Lot is hereby granted a non-exclusive right and easement of use and enjoyment in common with others of the Common Area (except to the extent limited by the designation of Limited Common Area or Reserved Common Area). Such right and easement of use and enjoyment shall be appurtenant to each Lot, whether or not mentioned in the deed thereto. Any purported conveyance or other transfer of such rights and easements apart from the Lot to which such rights and easements are appurtenant shall be void.
(b) Vehicle and Pedestrian Access.
(1) Submitted Real Estate. Each Owner and each Person lawfully occupying a Lot is hereby granted a non-exclusive easements over all streets, walks and pats on the Common Area (including the Common Area located with Lots) for the purpose of vehicular and/or pedestrian access, ingress and egress, as appropriate, to any portion of the Property to which such Person has the right to go, subject to any Rules and regulations promulgated by the Association pursuant to Section 8.3 hereof. Any purported conveyance or other transfer of such rights and easements apart from the Lot to which such right and easement are appurtenance shall be void. Each Owner and each Person lawfully occupying a Lot is also hereby ranted a non-exclusive easement for egress and ingress over the Common Area to the extent necessary to provide vehicle and pedestrian access to such Lot. Such easement for ingress and egress shall not be extinguished by termination of the Declaration on conveyance of the Common Area unless alternative access is provided, if necessary, and the Owner of the lot consents in writing to the termination of the easement.
(2) Additional Real Estate. During the Development Period, the declarant also reserves to itself and its successors and assigns the right to grant to each Person lawfully occupying a portion of the designated Additional Real Estate to non-exclusive easement over all streets, walks and paths on the Common Area, as may be necessary for vehicular and/or pedestrian ingress and egress across such Common Area from a public right-of-way to any portion of the Additional Real estate that would not otherwise have access to a public right-of-way; provided, however, that the Person benefiting from such easement agrees to bear a portion of the expenses or Upkeep for the access roads in such amounts as may be determined by the Declarant.
(c) Recreational Facilities. Each Owner paying Recreational Facilities Expense assessment and each Person purchasing a membership in the Recreational Facilities is hereby granted a non-exclusive right of use and enjoyment in common with others of such Recreational Facilities which constitute a portion of the Common Area and a right of access over and through the Common Area (other than any Limited Common Area or Reserved Common Area) to such Recreational Facilities. The rights and easement granted hereby shall be subject to all rights and powers of the Association (in addition to any easements granted or reserved in this Declaration or pursuant to other Association Documents).
(d) Limitations. The rights and easements of enjoyment created hereby shall be subject (in addition to any easements granted or reserved in this Declaration or pursuant to the other Association Documents) to all rights and powers of the Declarant and the Association when exercised in accordance with the other applicable provisions of the Association Documents, including without limitation the Association’s rights to regulate the use of the Common Area and to establish reasonable charges therefor (sic), to grant easements across the Common Area, to dedicate and to mortgage the Common Area owned in fee simple by the Association.
(e) Delegation. Subject to the Rules and Regulations or such other restrictions as adopted by the Association, any Person having the right to use and enjoy the Common Area may delegate such rights to members of such Person’s households, such Person’s guests and tenants and to such other Persons as may be permitted by the Association; provided, however, that both the Owner and tenant of a Single Family Lot can not use the Recreational Facilities unless a separate membership is purchased.
(f) Additional Real Estate. During the Development Period the Declarant hereby reserves to itself and its successors and assigns the right to grant to each Person lawfully occupying any portion of the designated Additional Real Estate a non-exclusive right and easement of use and enjoyment in common with others of the Recreational Facilities and shared utilities and a right of access over and through the Common Area (other than any Limited Common Area or Reserved Common Area) to such facilities. The rights and easements granted by the Declarant pursuant to this subsection shall be subject to all rights and powers of the Association, when exercised in accordance with the applicable provisions of the Associated (sic) Documents (in addition to any easements granted or reserved in this Declaration or pursuant to other Association Documents). The Persons to whom this easement is granted or the owners association or unit owners association of any planned community or condominium located on the Additional Real Estate shall pay to the Association an annual assessment levied exclusively for a share of the costs of management and Upkeep of the Recreational Facilities or shared utilities and for services and facilities related thereto equal to the amount that would be payable if the Additional Real Estate were subject to the Declaration or in such greater amount as may be determined by the Declarant.
Section 3.9. Reserved Common Area and Limited Common Area.
(a) Reserved Common Area. The Board or Directors shall have the power in its discretion from time to time to grant revocable licenses in the Common Area by designating portions of the Common Area as Reserved Common Area. Such Reserved Common Area shall be subject to such restrictions, reasonable charges and conditions on the use thereof as the Board may deem appropriate. Such Reserved Common Area shall be maintained by the Association or, at the Board’s option, by the Persons having the exclusive right to use the Reserved Common Area. Recreational Facilities shall also be deemed to be Reserved Common Area.
(b) Limited Common Area. The Declarant shall have the power, for as long as the Declarant has the right to add Additional Real Estate under Section 4.1 hereof, to restrict portions of the Common Area owned in fee simple by the Association in the nature of an easement for the exclusive use of the Owners of one or more specific Lots by designating such portions of the Common Area as Limited Common Area. The Declarant may either: (1) indicate the locations of the Limited Common Area appertaining to one or more Lots by depicting such Limited Common Area and the Lots to which it is appurtenant on a plat attached as part of a Supplementary Declaration; (2) label a portion of the Common Area as “Common Area that may be assigned as Limited Common Area” on a plat attached as an exhibit to Supplementary Declaration and thereafter assign such Limited Common Area to one or more specific Lots by unilaterally amending the Supplementary Declaration to indicate the assignment depicting the Limited Common Area being assigned and the Lots to which it is appurtenant: or (3) indicating that such Common Area is limited Common Area by a legal description in a Supplementary Declaration or an amendment thereto. The Declarant shall not, however, designate Common Area as Limited Common Area or Common Area that may be assigned as Limited Common Area after such Common Area has been conveyed to the Association.
Section 4.1. Expansion by the Declarant.
(a) Designated Additional Real Estate. The Declarant hereby reserves an option until the twentieth anniversary of the date of recordation of this Declaration to expand the Property from time to time without the consent of any Owner or Mortgagee by submitting all or any portion of the Additional Real Estate to the previsions of this Declaration and the jurisdiction of the Association whether or not such real estate is owned by the Declarant. The option to expand may be terminated only upon the recordation by the Declarant of an instrument relinquishing such option. The Declarant reserves the unilateral right without the approval of the Owners or Mortgagees to execute and record Supplementary Declarations, subjecting any Lot to such additional covenants and restrictions as may be necessary to reflect the different characteristics of such Lot as are not inconsistent with the overall scheme of the Declaration; provided, however, that the Declarant shall not have such right after the conveyance of such Lot to an Owner other than the Declarant without the written consent of such Owner. The Declarant may add Additional Real Estate in accordance with the procedures set forth in Section 4.3 hereof. There are no limitations on the option to expand except as set forth in this Article.
(b) Undesignated Additional Real Estate. The Declarant may unilaterally amend the description of Additional Real Estate set forth in Exhibit B hereto and the plat set forth as Exhibit C hereto to expand the land area referred to as Additional Real Estate whether or not such real estate is owned by the Declarant; provided, however, that such additional real estate is immediately adjacent to the Property or across a public right-of-way from the Property and does not increase the total acreage of the real estate originally described in Exhibits A and B by greater than twenty percent.
Section 4.2. Expansion by the Association. With the written consent of the fee simple owner (if not the Association), and any mortgagee or holder of a deed of trust on such real estate, a Sixty-seven Percent Vote of the members or the written approval of members entitled to cast sixty-seven percent of the total number of votes, and the written consent of the Declarant during any period that the Declarant has the right to add Additional Real Estate under Section 4.1 hereof, the Association may submit any real estate located immediately adjacent to the Property or across a public right-of-way from the Property to the provisions of this Declaration and the jurisdiction of the Association, in accordance with the procedures set forth in Section 4.3 hereof.
Section 4.3. Procedure for Expansion. The Declarant or the Association, as appropriate, may record one or more amendments to the Declaration (“Supplementary Declarations”) submitting the real estate described therein to this Declaration and to the jurisdiction of the Association. Each Supplementary Declaration shall include a legally sufficient description of the real estate added and shall designate such real estate with the term “Phase” followed by a unique identifier so as to differentiate between each Phase of the Property. Any amendment or Supplementary Declaration may contain such additions to the provisions in this Declaration as may be necessary to reflect the different character of the Additional Real Estate and as are not inconsistent with the overall scheme of this Declaration; provided, however, that such additions shall not apply to any real estate previously submitted to this Declaration after conveyance of a Lot to an Owner other than the Declarant without the written consent of the Owner of the Lot subject to the additional provisions. Upon recordation of a Supplementary Declaration, the provisions of the Declaration shall apply to the real estate submitted thereby as if it were originally part of the Submitted Real Estate.
Section 4.4. Withdrawable Real Estate.
(a) Public Streets and Rights of Way and Other Public Purposes. Upon the dedication for public road purposes of any portion of the Property, or upon the conveyance to any public entity or authority for public road purposes of any portion of the Property, this Declaration shall no longer be applicable to the land so dedicated or conveyed. The Declarant (during the Development Period) has the unilateral right without the consent of the Owners or the Mortgagees to execute and record an amendment to the Declaration withdrawing any portion of the Property, if such real estate is dedicated or is to be dedicated to public use.
(b) Generally. The real estate in a Phase subject to a Supplementary Declaration and described on Exhibit A thereto may be withdrawn from the Declaration and the Supplementary Declaration terminated with the approval of the Owners entitled to cast sixty-seven percent of the total number of votes appurtenant to Lots in such Phase and sixty-seven percent of the Mortgagees holding Mortgages on Lots within such Phase, as well as the approvals required by Section 15.4 hereof regarding conveyance of the Common Area, if any.
Section 5.1. Special Declarant Rights. Special declarant rights are those rights reserved for the benefit of the Declarant as provided for in the Association Documents, and shall include without limitation the following rights: (1) to complete improvements on the Property; (2) to maintain models, management offices, construction offices, sales offices, customer service offices and signs advertising the Property; (3) to use easements over and through the Property for the purpose of making improvements within the Property; (4) to exercise the rights and votes of the Class E member of the Association; (5) to remove and replace any director elected by the Class E member; (6) to make unilateral amendments to the Association Documents as provided in Sections 3.9, 4.1, 4.4 and 15.1 hereof; (7) to add Additional Real Estate; (8) to withdraw