Consolidating Master Deed - oaklandhillsportage.org · Amendment recorded at Document No. 2017-041893, Kalamazoo County Records, under the provisions of the Act (the "Original Master

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CONSOLIDATING MASTER DEED

OAKLAND HILLS

Act No. 59 of the Public Acts of 1978, as amended

Kalamazoo County Condominium Subdivision Plan No. 20 l

( 1) Master Deed for Oakland Hills, a residential condominium project.

(2) Exhibit A to Consolidating Master Deed: Bylaws

(3) Exhibit B to Consolidating Master Deed: Condominium Subdivision Plan

This document is exempt from real estate transfer tax under MCL 207.505(a) and MCL 207.526(a).

This document drafted by and return to after recording: Matthew B. Van Dyk MILLER JOHNSON

100 W. Michigan Avenue, Suite 200 Kalamazoo, MI 49007

CONSOLIDATING MASTER DEED

OAKLAND HILLS

THIS CONSOLIDA TfNG MASTER DEED is made and executed as of this day of March, 2019, by AMERICAN VILLAGE DEVELOPMENT, II, L.L.C., a Michigan limited liability company, whose address is 4200 West Centre Avenue, Portage, Michigan 49024 (the "Developer"), pursuant to the provisions of the Michigan Condominium Act, being Act 59 of the Public Acts of 1978, as amended (the "Act").

WHEREAS, the Developer has established the real property described in Article 2 below, together with all improvements located and to be located thereon, and all appurtenances thereto, as Oakland Hills, a residential condominium project (the "Condominium"), pursuant to that certain Master Deed recorded at Document No. 2006-029716, as amended by that certain First Amendment recorded at Document No. 2006-045095, that certain Second Amendment recorded at Document No. 2007-046827, that certain Third Amendment recorded at Document No. 2010-024525, that certain Fourth Amendment recorded at Document No. 2010-032454, that certain Fifth Amendment recorded at Document No. 2012-022119, that certain Sixth Amendment recorded at Document No. 2014-005722, and that certain Seventh Amendment recorded at Document No. 2017-041893, Kalamazoo County Records, under the provisions of the Act (the "Original Master Deed").

NOW, THEREFORE, the Developer has prepared and now executes this Consolidating Master Deed, together with the Bylaws attached as Exhibit A and the Condominium Subdivision Plan attached as Exhibit B (both of which are incorporated herein by reference and made a part hereof), in accordance with Section 43 of the Act, in order to eliminate any and all provisions of the Original Master Deed no longer applicable to

ARTICLE 1

TITLE AND NATURE

The Condominium shall be known as Oakland Hills, Kalamazoo County Condominium Subdivision Plan No. 201. The Condominium has been established in accordance with the Act. The engineering and architectural plans and specifications for each residence of the Condominium have been filed with the appropriate governmental agencies. The Units contained in the Condominium, including the number, boundaries, dimensions and area of each, are set forth completely in the Condominium Subdivision Plan. Each Unit is capable of individual utilization because it has direct ingress and egress from and to a Common Element of the Condominium. Each Co-owner in the Condominium shall have an exclusive right to their Unit and shall have undivided and inseparable rights to share with other Coowners the Common Elements of the Condominium. Co-owners shall make up Oakland Hills Portage Condominium Association and have voting rights in such Association as set forth in this Master Deed and in the Bylaws and Articles of Incorporation of such Association.

ARTICLE2

LEGAL DESCRIPTION

Section 2.1 Condominium Property. The land which is submitted to the Condominium established by this Master Deed is located in the City of Portage, Kalamazoo County, State of Michigan and is described as follows:

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Part of the Southeast 1/4 of Section 20, Town 3 South, Range 11 West, City of Portage, Kalamazoo County, Michigan, described as: Commencing at the South 1/4 comer of Section 20; thence N00°4 l 'OO"E along the North-South 1/4 line of Section 20 a distance of 4767.27 feet; thence S89°01 'l 9"E a distance of 165.02 feet; thence N00°4 l '21 "E to the North line of Section 20 a distance of 553.34 feet; thence S88°52'28"E along the North line of said section a distance of 1160. 70 feet; thence S00° 18'3 7"W along the East 1 /8 line of said Section a distance of 2651.82 feet to the East-West 1/4 line; thence S01°01'35"W along the East 1/8 line of said Section a distance of 799.78 feet to the point of beginning; thence SO 1°01'35 "W a distance of 951.56 feet; thence SOI 0 01 '35"W a distance of 566.16 feet; thence S68°27'42"W a distance of 901.62 feet; thence N89°23'05"W a distance of 91.55 feet; thence N89°23'05"W a distance of 383.93 feet; thence N00°4 l 'OO"E a distance of 929.96 feet; thence N35°35'54"E a distance 185.70 feet; thence S89°02'22"E a distance of 367.37 feet; thence N85°46'03"E a distance of 11.00 feet; thence S00°00'00"E a distance of 14.92 feet; thence N82°07'06"E a distance of219.34 feet; thence N24°42'17"E a distance of 101.94 feet; thence N01°01'35"E a distance of 140.00 feet; thence N88°58'25"W a distance of 75.00 feet; thence N35°45'38"W a distance of 70.00 feet; thence Nl7°15'48"E a distance of 149.92 feet; thence N88°58'25"E a distance of 100.00 feet; thence N l 8°03'39"E a distance of 83.70 feet; thence N41°56'15"E a distance of 244.48 feet; thence N63°24'34"E a distance of 139.33 feet; thence S89°13'29"E a distance of 238.96 feet to the point of beginning.

Section 2.2 Easements; Reservations. The Condominium, and the Units contained therein, are subject to the following easements, and the easements set forth in Article 8 below:

(a) The terms and conditions contained in the Easement in favor of Consumers Power Company (now known as Consumers Energy), as disclosed by an instrument recorded in Liber 372, Page 306, Kalamazoo County Records, and as amended by the Partial Release of Easement recorded at 2006-044 728, Kalamazoo County Records.

(b) The terms and conditions of the Major Thorofares Plan for the City of Portage as recorded in Liber 831, Page 1424, as amended by the instrument recorded in Liber 1167, Page 842 and further amended by the instruments recorded in Document No. 1999-032730, Document No. 2001-026621 and Document No. 2003-011400.

(c) The terms and conditions contained in the Water Main Easement and Right-of-Way Grant in favor of the City of Portage, as disclosed by an instrument recorded in Document No. 2006-025731, Kalamazoo County Records, and as amended and restated by the Amendment and Restatement of Water Main Easement and Right-of-Way Grant at Document No. 2007044768, Kalamazoo County Records.

( d) The terms and conditions contained in the Sanitary Sewer Main Easement and Right-of-Way Grant in favor of the City of Portage, as disclosed by an instrument recorded in Document No. 2006-025732.

( e) Such other easements, restrictions, encumbrances or encroachments disclosed in Article 8 below and on the Condominium Subdivision Plan.

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ARTICLE3

DEFINITIONS

Certain terms are utilized not only in this Master Deed, but are or may be used in various other instruments such as, by way of example and not limitation, the Articles of Incorporation and rules and regulations of Oakland Hills Portage Condominium Association, a Michigan non-profit corporation, and deeds, mortgages, liens, land contracts, easements and other instruments affecting the establishment of, or transfer of, interests in Oakland Hills as a condominium. Wherever used in such documents or any other pertinent instruments, the terms set forth below shall be defined as follows:

Section 3.1 Act. The "Act" means the Michigan Condominium Act, being Act 59 of the Public Acts of 1978, as amended.

Section 3.2 Association. "Association" means OAKLAND HILLS PORTAGE CONDOMINIUM ASSOCIATION, which is the non-profit corporation organized under Michigan law of which all Co-owners shall be members, which corporation shall administer, operate, manage and maintain the Condominium. Any action required or permitted to the Association shall be exercisable by its Board of Directors unless specifically reserved to its members by the Condominium Documents or the laws of the State of Michigan.

Section 3.3 Bylaws. "Bylaws" means Exhibit A hereto, being the Bylaws setting forth the substantive rights and obligations of the Co-owners and required by Section 3(8) of the Act to be recorded as part of the Master Deed. The Bylaws shall also constitute the corporate bylaws of the Association as provided for under the Michigan Nonprofit Corporation Act.

Section 3.4 applicable.

City. "City" means the City of Portage, Kalamazoo County, Michigan, as

Section 3.5 Common Elements. "Common Elements", where used without modification, means both the General and Limited Common Elements described in Article 4 below.

Section 3 .6 Condominium Documents. "Condominium Documents" means and includes this Master Deed and any other instrument referred to in the Master Deed or Bylaws, which affects the rights and obligations of a Co-owner, including the documents attached hereto as Exhibits A and B, and the Articles of Incorporation, Bylaws and rules and regulations, if any, of the Association, as all of the same may be amended from time to time.

Section 3. 7 Condominium Premises. "Condominium Premises" means and includes the land described in Article 2 above, all improvements and structures thereon, and all easements, rights and appurtenances belonging to OAKLAND HILLS, as described above.

Section 3.8 Condominium. "Condominium" means Oakland Hills, as a condominium project established in conformity with the Act.

Section 3.9 Condominium Subdivision Plan or Plan. "Condominium Subdivision Plan" or "Plan" means Exhibit B hereto, being the site, survey and other drawings depicting the real property and improvements which form a part of this Master Deed. The Plan assigns a number to each Unit and includes a description of the nature, location and approximate size of certain Common Elements.

Section 3.10 Co-owner. "Co-owner" means a person, firm, corporation, partnership, association, trust or other legal entity or any combination thereof who or which owns one or more Units.


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Co-owner includes land contract vendees and land contract vendors, who are considered jointly and severally liable under the Act and the Condominium Documents, except as the recorded Condominium Documents provide otherwise.

Section 3.11 Developer. "Developer" means American Village Development, II, L.L.C., a Michigan limited liability company, which has made and executed this Master Deed, and its successors and assigns. Both successors and assigns shall always be deemed to be included within the term "Developer" whenever, however and wherever such terms are used in the Condominium Documents. All development rights reserved to Developer herein are assignable in writing; provided, however, that conveyances of Units by Developer shall not serve to assign Developer's development rights unless the instrument of conveyance expressly so states.

Section 3 .12 Development and Sales Period. "Development and Sales Period", for the purposes of the Condominium Documents and the rights reserved to Developer thereunder, means the period commencing with the recording of the Master Deed and continuing as long as the Developer owns any Unit which it offers for sale, and for so long as the Developer continues or proposes to construct or is entitled to construct land improvements to develop additional Units or other residences, or and for so long as the Developer continues to own land or hold an option or other enforceable purchase interest in land within one mile of the Condominium Premises, whichever is longer.

Section 3 .13 General Common Elements. "General Common Elements" means those Common Elements of the Condominium described in Section 4.1 below, which are for the use and enjoyment of all Co-owners and any and all General Common Elements identified on the Condominium Subdivision Plan.

Section 3 .14 Limited Common Elements. "Limited Common Elements" means those common elements of the Condominium described in Section 4.2 below, which are reserved for the exclusive use of the Co-owners of a specified Unit or Units and any and all Limited Common Elements identified on the Condominium Subdivision Plan.

Section 3 .15 Master Deed. "Master Deed" means this instrument, together with the exhibits attached hereto and all amendments of this Master Deed, by which the Condominium is submitted to condominium ownership.

Section 3.16 Unit. "Unit" means the enclosed space constituting a single complete unit in the Condominium as such space may be described on the Condominium Subdivision Plan, and shall have the same meaning as the term "condominium unit" as defined in the Act.

Whenever any reference herein is made to one gender, the same shall include a reference to any and all genders where the same would be appropriate; similarly, whenever a reference is made herein to the singular, a reference shall also be included to the plural where the same would be appropriate and vice versa.

ARTICLE 4

COMMON ELEMENTS

The Common Elements of the Condominium, and the respective responsibilities for maintenance, decoration, repair or replacement thereof, are as follows:

Section 4.1 General Common Elements. The General Common Elements are:

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(a) Subdivision Plan.

(b)

Land. The land described in Article 2 above and as shown on the Condominium

Sidewalks. The sidewalks shown on the Condominium Subdivision Plan.

( c) Electrical. The electrical transmission system and wiring system and transformer(s) throughout the Condominium, up to the point of connection with outlets or fixtures within any Unit.

( d) Telephone. The telephone system throughout the Condominium, if and when it may be installed, up to the point of connection to a Unit, even if the point of connection is located outside of the boundaries of the Unit.

( e) Gas. The gas distribution system throughout the Condominium, if and when it may be installed, up to the point of connection with outlets or fixtures within any Unit.

(f) Water. The public water system and water distribution system, waste disposal network and the water meter, including the portions of the systems contained within the Unit floors and walls up to the point of connection with outlets or fixtures within any Unit.

(g) Sanitary Sewer. The sanitary sewer system throughout the Condominium, up to the point of connection with outlets or fixtures within any Unit.

(h) Storm Water Drainage and Retention System. The storm water drainage and retention system throughout the Condominium.

(i) Telecommunications. The telecommunications system (including cable television and broadband cable, if any), if and when it may be installed, including those transmission lines contained within common walls, floors and ceilings throughout the Condominium, up to the point of connection to a Unit, even if the point of connection is located outside of the boundaries of the Unit.

(j) Foundations; Support; Roof; Walls. Foundations, supporting columns, unit perimeter walls, floors, the roof and chimneys as shown on the Condominium Subdivision Plan.

(k) Entry Area. The condominium access and entry area along Oakland Drive, including all buildings, access gates, fences and other improvements that may be located therein, as shown on the Condominium Subdivision Plan.

(I) Pool. The pool and fenced m area surrounding the pool as shown on the Condominium Subdivision Plan.

(m) Subdivision Plan.

Community Building. The community building as shown on the Condominium

(n) Beneficial Easements. The beneficial easements described in Article 2 above.

( o) Private Roads. The private roads designated on the Plan, which provide internal traffic circulation for the Condominium.

(p) Lighting. All street lighting systems and light fixtures (including garage carriage lighting and street side lighting) related to lighting the roads, sidewalks, landscape areas, parks or walking trails located on or about the Condominium.


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(q) Trails. All trails and pathways, if any, located on or about the Condominium that are established for the use and enjoyment of all the Co-owners. Trails on the Condominium, if established, may connect to the City of Portage trail system.

(r) Landscape Areas. The landscape areas, cul-de-sac islands, boulevards and grounds.

( s) Irrigation System. The irrigation system located on the Condominium Premises.

(t) Condominium Subdivision Plan. All facilities, elements and other matters identified as General Common Elements in the Condominium Subdivision Plan.

(u) Mailboxes. The mailboxes serving each Unit, including the posts and address numbers as installed by the Developer.

(v) Other. All other elements of the Condominium not herein designated as General or Limited Common Elements which are not enclosed within the boundaries of a Unit, and which are intended for common use or are necessary to the existence, upkeep, appearance, utility or safety of the Condominium.

Notwithstanding the foregoing, some or all of the utility lines, systems (including mains and service leads) and equipment and the telecommunications system described above may be owned by the local public authority or by the company that is providing the pertinent service. Accordingly, such utility lines, systems and equipment shall be General Common Elements only to the extent of the Coowners' interest therein, if any, and Developer makes no warranty whatever with respect to the nature or extent of such interest, if any.

Section 4.2 Limited Common Elements. Limited Common Elements shall be subject to the exclusive use and enjoyment of the Co-owner of the Unit to which the Limited Common Elements are appurtenant. Presently the Limited Common Elements are as follow:

(a) Utility Service Lines. The pipes, ducts and wmng supplying service for electricity, water, sewage, telephone, television or other utility or telecommunications services and the utility meters which serve only one Unit exclusively are appurtenant to the Unit that they serve.

(b) Heating and Cooling. The separate furnace, air conditioning system (including air conditioner and pad), water softener, water heater and portions of the heating, ventilation, air conditioning, and plumbing system which serve only one Unit exclusively are appurtenant to the Unit that they serve.

( c) Patios and Decks. Each patio and deck in the Condominium is restricted to the use of the Unit which opens into such patio or deck as shown on the Condominium Subdivision Plan.

( d) Sun Rooms. Sun rooms attached to Units, if any, are appurtenant to the Unit to which they are attached.

( e) Driveways and Garages. The areas designated as "Driveways" and "Garages" on the Condominium Subdivision Plan, which shall include the sidewalks between each Driveway and Garage and the Unit, are assigned and appurtenant to the Units to which each driveway and garage is numbered.


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(t) Windows. The windows, skylights, screens and doors located within or adjacent to any Unit perimeter wall or roof.

(g) Interior Unit Surfaces. The interior surfaces of perimeter walls, doors, ceilings and floors located within a Unit.

(h) Exterior Lighting. Exterior lighting, flood lights and similar attachments or fixtures to a building in the Condominium are appurtenant to the Unit within the building to which such fixture is electrically connected.

(i) Fireplace and Chimney. Each individual fireplace and chimney, if any, is appurtenant to the Unit that they serve.

(j) Pergola. Exterior pergola, trellis, or latticework, whether attached to the Unit structure or standing independently of the structure, is appurtenant to the Unit that it serves.

(k) Landscape Upgrades. Any Co-owner-directed landscape upgrades from the original landscape plan are appurtenant to the Unit owned by such Co-owner.

(I) Miscellaneous. Any other improvement designated as a Limited Common Element appurtenant to a particular Unit or Units in the Condominium Subdivision Plan or in any future amendment to the Master Deed made by the Developer or the Association.

In the event that no specific assignment of one or more of the Limited Common Elements described in this Section 4.2 has been made in the Condominium Subdivision Plan, the Developer (during the Development and Sales Period) and the Association (after the Development and Sales Period has expired) reserve the right to designate each such space or improvement as a Limited Common Element appurtenant to a particular Unit by subsequent amendment or amendments to this Master Deed.

Section 4.3 Responsibilities. The respective responsibilities for the maintenance, decoration, repair and replacement of the Common Elements are as follows:

(a) Co-owner Responsibilities.

(i) Limited Common Elements. Each Co-owner shall be individually responsible for the cleaning, decoration, maintenance, repair and replacement of all Limited Common Elements appurtenant to their Unit, including, but not limited to, windows, screens, skylights, decks, patios, pergolas, upgraded landscape, and the like in or appurtenant to any Unit. The Association shall approve all proposed replacements of windows and skylights, decks, patios, and other exterior Limited Common Elements. In the event a Co-owner desires to replace any windows or skylights, the Co-owner shall provide written notice to the Association of the windows or skylights it desires to replace and shall include the style, type, color, and manufacturer of the desired replacement window or skylight; if the Co-owner desires to replace an exterior Limited Common Element such as a deck or patio, the Co-owner shall provide written notice to the Association, including replacement costs, color, material, size, and brand of the replacement. The Association shall have 30 days from receipt of such notice to approve, reject or modify the Co-owner's request. If the Association does not respond within such thirty day period, then the Co-owner's request shall be deemed approved. Notwithstanding the foregoing, the Association shall be responsible for repair and replacement (in accordance with the original specifications therefor) of exterior doors, and garage and garage doors (with the exception of garage door openers which shall be the sole responsibility of the Co-owner), except to the extent


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any such repair or replacement is due to the act or neglect of a Co-owner or their agent, invitee, family member or pet.

(ii) Unit Improvements. Each Co-owner shall be responsible for the maintenance, repair and condition of their Unit. If any Co-owner shall elect to construct or install any improvements to the interior to their Unit or, with the prior written consent of the Association, to the exterior of the building in which the Unit is located or the Common Elements appurtenant to their Unit which increases the costs of maintenance, repair or replacement for which the Association is responsible, such increased costs or expenses may, at the option of the Association, be specially assessed against such Unit or Units.

(iii) Association Oversight. The appearance of all Common Elements which are visible from the exterior of a Unit shall be subject to such reasonable maintenance standards as may be adopted by the Association from time-to-time. In the event that the cleaning, decoration and repair of such Common Elements by the responsible Co-owner does not conform to the standards established by the Association, the Association will have the right to take such action as may be necessary to bring such Common Elements up to required standards and to charge all costs incurred to the Co-owner responsible for cleaning, decoration and maintenance.

(b) Association Responsibilities.

(i) General Common Elements. The costs of maintenance, repair and replacement of all General Common Elements shall be borne by the Association, except to the extent any necessary repair or replacement of a General Common Element is due to the act or neglect of a Co-owner or their agent, invitee, family member or pet and subject to any provision of the Condominium Documents expressly to the contrary. The Association shall have the responsibility to preserve, maintain, repair and replace all interior private roads, the common entry area and walkways and all improvements related to those roads and walkways and all common lighting systems which are located within the Condominium, to ensure that the same continue to function as intended. The Association shall be responsible for upkeep, maintenance, repair, replacement and operation of the community building and pool and surrounding areas and facilities. The Association shall also have the responsibility to preserve and maintain a1l natural areas, landscaping, cul-de-sac islands, boulevards and designated open spaces within the General Common Element areas. The Association shall not be responsible for performing any maintenance, repair or replacement with respect to Units and the Limited Common Elements appurtenant thereto.

(ii) Private Roads. The private roads as shown on the Condominium Subdivision Plan will be maintained (including, without limitation, snow removal), replaced, repaired, and resurfaced as necessary by the Association. It is the Association's responsibility to inspect and to perform preventative maintenance of the condominium roadways on a regular basis in order to maximize their useful life and to minimize repair and replacement costs.

(iii) Storm Water Drainage System. The costs of maintenance, repair, and replacement of any storm water drainage system shall be borne by the Association.

(iv) Limited Common Elements. The Association shall be responsible for the maintenance, repair and replacement of Limited Common Elements to the extent provided in Section 4.3(a)(i) and (iii) above.

Section 4.4 Use of Units and Common Elements. No Co-owner shall use the Unit or the Common Elements in any manner inconsistent with the purposes of the Condominium or in any manner

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which will interfere with or impair the rights of any other Co-owner in the use and enjoyment of their Unit or the Common Elements.

Section 4.5 Assignment of Limited Common Elements. A Limited Common Element may be reassigned, in accordance with Section 39 of the Act and the Condominium Documents. The concerned Co-owners shall prepare a written application to the Board of Directors of the Association which shall promptly prepare or cause to be prepared and executed, an amendment to this Master Deed reassigning all rights and obligations with respect to the Limited Common Elements involved. The Amendment shall be delivered to the concerned Co-owners upon their payment of all reasonable costs for the preparation and approval thereof. All affected Co-owners must consent to such reassignment of Limited Common Elements and all affected mortgagees must be notified.

Section 4.6 Use of Common Elements for Sales Activity. During the Development and Sales Period, Developer has the irrevocable right:

(a) To use the Common Elements for sales purposes;

(b) To use any of the unsold Units for leasing or sales (including model Units and sales offices), administrative or management purposes;

( c) To use portions of the Community Building, including exclusive use of three rooms therein, as sales offices and for administrative or management purposes; and,

( d) To place signs on the Common Elements for sales and promotional purposes.

Section 4. 7 Power of Attorney. By acceptance of a deed, mortgage, land contract or other instrument of conveyance, all Co-owners, mortgagees and other interested parties are deemed to have appointed the Association as their agent and attorney to act in connection with all matters concerning the Common Elements and their respective interests in the Common Elements. Without limiting the generality of this appointment, the Association will have full power and authority to grant easements over, to sever or lease mineral interests and to convey title to the land or improvements constituting the General Common Elements or any part of them, to amend the Condominium Documents for the purpose of assigning or reassigning the Limited Common Elements and in general to execute all documents and to do all things necessary or convenient to the exercise of such powers.

Section 4.8 Separability. Except as provided in this Master Deed, Units shall not be separable from their appurtenant Common Elements, and neither shall be used in any manner inconsistent with the purposes of the Condominium, or in any other way which might interfere with or impair the rights of other Co-owners in the use and enjoyment of their Units or their appurtenant Common Elements.

ARTICLES

UNIT DESCRIPTIONS AND PERCENTAGES OF VALUE

Section 5.1 Description of Units. Each Unit is described in this paragraph with reference to the Condominium Subdivision Plan as prepared by Hurley & Stewart, L.L.C. and attached hereto as Exhibit B. Each Unit shall consist of the space contained within certain horizontal planes and vertical planes designated by a heavy outline on the interior finished surface of the walls, floors and ceilings as depicted in the Condominium Subdivision Plan and as delineated detailed dimensional descriptions of the same. In determining dimensions, each Condominium Unit shall be measured by interior finished unpainted surfaces of the walls and ceilings and from the interior surfaces of the finished subfloor. Elevations are referenced to an official bench mark of the United States Coast and Geodetic survey


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sufficient to accurately relocate the space enclosed by the description. The architectural plans and specifications of the Units are on file with the City of Portage Building Department.

Section 5 .2 Percentage of Value. The percentage of value assigned to each Unit is determinative of each Co-owner's respective share of the proceeds and the expenses of administration and the value of such Co-owner's vote at meetings of the Association when a vote is based on percentage of value rather than number. After review of the comparative characteristics of the Units, it was determined that the percentage of value assigned to the each Unit shall be equal. The percentages of value were computed on the basis that each Unit will have an equal or substantially similar impact on the Common Elements and thus it is fair and appropriate that each Co-owner vote equally and pay an equal share of the expenses of maintaining the Common Elements. The total percentage of value of the sum of the Units is equal to I 00%.

Section 5 .3 Altering Percentage of Value. If the Condominium Subdivision Plan is amended and the revisions would alter the percentage of value per Unit when applied to the criteria used to derive the percentage of value, then the percentage of value shall be altered to reflect the revisions. After the expiration of the Development and Sales Period, the percentages of value may be changed only with the consent of all the Co-owners expressed in an amendment to this Master Deed, duly recorded. If the percentage of value is not altered to reflect revisions to the Condominium Subdivision Plan, then a Coowner may bring an action or initiate a proceeding to require revisions in the percentage of value per Unit, without the consent of the Co-owners, mortgagees or other interested parties, as are determined to be fair, just, and equitable in accordance with the basic criteria used to originally establish the percentage of value for the Condominium.

ARTICLE 6

SUBDIVISION, CONSOLIDATION AND OTHER MODIFICATION OF UNITS

Notwithstanding any other provision of the Master Deed or the Bylaws, Units may be subdivided, consolidated, modified and the boundaries relocated, in accordance with Sections 48 and 49 of the Act and this Article 6; such changes in the affected Unit or Units shall be promptly reflected in a duly recorded amendment or amendments to this Master Deed.

Section 6.1 By Developer. Developer reserves the sole right during the Development and Sales Period and without the consent of any other Co-owner or any mortgagee of any Unit to take the following action:

(a) Subdivide Units. Subdivide or re-subdivide any Units which it owns and in connection therewith to construct and install utility conduits and connections and any other improvements reasonably necessary to effect the subdivision, any or all of which may be designated by the Developer as General or Limited Common Elements. Such subdivision or re-subdivision of Units shall be given effect by an appropriate amendment or amendments to this Master Deed in the manner provided by law, which amendment or amendments shall be prepared by and at the sole discretion of Developer, its successors or assigns.

(b) Consolidate Contiguous Units. Consolidate under single ownership two or more Units which are separated only by Unit perimeter walls comprising a portion of the General Common Elements. In connection with such consolidation, Developer may alter or remove all or portions of the intervening wall, provided that the structural integrity of the building is not affected thereby, and provided that no utility connections servicing other Units are disturbed. Such consolidation of Units shall be given effect by an appropriate amendment or amendments to this Master Deed, which amendment or amendments shall be prepared by and at the sole discretion of the Developer, its successors or assigns.

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( c) Relocate Boundaries. Relocate any boundaries between adjoining Units. The relocation of such boundaries shall be given effect by an appropriate amendment or amendments to this Master Deed in the manner provided by law, which amendment or amendments shall be prepared by and at the sole discretion of the Developer, its successors or assigns.

( d) Amend to Effectuate Modifications. In any amendment or amendments resulting from the exercise of the rights reserved to Developer above, each portion of the Unit or Units resulting from such subdivision, consolidation or relocation of boundaries shall be separately identified by number and the percentage of value as set forth in Article 5 above for the Unit or Units subdivided, consolidated or as to which boundaries are relocated shall be proportionately allocated to the resultant new Units in order to preserve a total value of 100% for the entire Condominium resulting from such amendment or amendments to this Master Deed. The precise determination of the readjustments in percentage of value shall be within the sole judgment of Developer. Such amendment or amendments to the Master Deed shall also contain such further definitions of General or Limited Common Elements as may be necessary to adequately describe the buildings and Units as so subdivided. All of the Co-owners and mortgagees of Units and other persons interested or to become interested in the Condominium from time to time shall be deemed to have irrevocably and unanimously consented to such amendment or amendments of this Master Deed to effectuate the foregoing and to any proportionate reallocation of percentages of value of Units which Developer or its successors may determine necessary in conjunction with such amendment or amendments. All such interested persons irrevocably appoint Developer or its successors as agent and attorney for the purpose of execution of such amendment or amendments to the Master Deed and all other documents necessary to effectuate the foregoing. Such amendments may be effected without the necessity of rerecording the entire Master Deed or the Exhibits hereto.

Section 6.2 By Co-owner. The Co-owner(s) of one or more Units may take the following actions:

(a) Relocation of Boundaries. Co-owners of adjoining Units may relocate boundaries between their Units upon written request to the Association in accordance with Section 48 of the Act. Upon receipt of such request, the president of the Association shall cause to be prepared an amendment to the Master Deed duly reallocating the boundaries, identifying the Units involved, reallocating percentages of value and providing for conveyancing between or among the Co-owners involved in relocation of boundaries. The Co-owners requesting relocation of boundaries shall bear all costs of such amendment. Such relocation of boundaries shall not occur, however, until such amendment is recorded in the Office of the Kalamazoo County Register of Deeds.

(b) Subdivision of Units. The Co-owner of a Unit may subdivide their Unit upon approval of the Association in accordance with Section 49 of the Act. Such subdivision shall be effected by an amendment to the Master Deed submitted by the Association ( at the expense of the Co-owner wishing to subdivide their Unit). Such amendment shall assign new identifying numbers to the new Units created by the subdivision of a Unit and shall allocate the percentage of value assigned to the original Unit proportionately among the Units as subdivided. Subdivision shall not be made until the amendment is recorded in the Office of the Kalamazoo County Register of Deeds.

( c) Consolidate Contiguous Units. If a Co-owner owns adjoining Units which are separated only by Unit perimeter walls compromising a portion of the General Common Elements, the Co-owner may consolidate these adjoining Units upon written request to the Association. In the request, the Co-owner shall state if they intend to alter or remove all or portions of the intervening wall and, if so, identify, what portions will be removed. Upon receipt of such request, the president of the Association shall permit the consolidation of the Units and the removal of the designated wall provided that the structural integrity of the building is not affected thereby, and provided that no utility connections

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servicing other Units are disturbed. If the structural integrity of the building will be affected by removing any portion of the wall or if utility connections servicing other Units will be affected by removing any portion of wall, then the President shall deny the request to consolidate the Units and remove any portion of wall. The Co-owner shall pay any cost incurred by the Association to hire such persons, including architects and engineers, to determine whether the removal of a wall will affect the structural integrity of the building or affect utility connections servicing other Units. If the consolidation is approved, the President of the Association shall cause to be prepared appropriate amendments to this Master Deed, including the as-built Condominium Subdivision Plan to be recorded as an exhibit to a Consolidating Master Deed. The percentages of value of the consolidated units shall be combined, but for purposes of voting by Units, the Co-owner will be deemed to be the owner of two Units. The Co-owner requesting consolidation of the Units shall bear all costs of such amendment. The consolidation shall not be made until the amendment is recorded in the Office of the Kalamazoo County Register of Deeds.

Section 6.3 Limited Common Elements. Limited Common Elements shall be subject to assignment, reassignment, subdivision, modification and consolidation in accordance with Section 39 of the Act and in furtherance of the rights to subdivide, consolidate or relocate boundaries described in this Article 6.

ARTICLE7

OPERATIVE PROVISIONS

Any subdivision, consolidation or other modification in the Condominium pursuant to Article 5 or Article 6 above shall be governed by the provisions as set forth below.

Section 7 .1 Amendment of Master Deed and Modification of Percentages of Value. Any such modification of Common Elements in this Condominium shall be given effect by appropriate amendments to this Master Deed in the manner provided by law, which amendments shall be prepared by and at the discretion of the Developer and shall provide that the percentages of value set forth in Article 5 above shall be proportionately readjusted in order to preserve a total value of 100% for the entire Condominium resulting from such amendments to this Master Deed. The precise determination of the readjustments in percentages of value shall be made within the sole judgment of the Developer. Such readjustments, however, shalI reflect a continuing reasonable relationship among percentages of value based upon the original method of determining percentages of value for the Condominium.

Section 7.2 Redefinition of Common Elements. Such amendments to the Master Deed shall also contain such further definitions and redefinitions of General or Limited Common Elements as may be necessary to adequately describe, serve and provide access to the additional parcel or parcels being added to (or withdrawn from) the Condominium by such amendments. In connection with any such amendments, the Developer shall have the right to change the nature of any Common Element previously included in the Condominium for any purpose reasonably necessary to achieve the purposes of this Article 7.

Section 7.3 Consent oflnterested Persons. All of the Co-owners and mortgagees of Units and other persons interested or to become interested in the Condominium from time to time shall be deemed to have irrevocably and unanimously consented to such amendments to this Master Deed as may be proposed by the Developer to effectuate the purposes of Article 6 above and to any proportionate reallocation of percentages of value of existing Units which the Developer may determine necessary in conjunction with such amendments. All such interested persons irrevocably appoint the Developer as agent and attorney for the purpose of execution of such amendments to the Master Deed and all other documents necessary to effectuate the foregoing. Such amendments may be effected without the necessity

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of rerecording the entire Master Deed or the Exhibits hereto and may incorporate by reference all or any pertinent portions of this Master Deed and the Exhibits hereto.

ARTICLES

EASEMENTS

Section 8.1 Easement for Maintenance of Encroachments. In the event any structure within a Unit or Common Element encroaches upon another Unit or Common Element due to shifting, settling or moving of any land or improvement (including building), or due to survey errors, or construction deviations, reconstruction or repair, or if for structural reasons support is needed outside the Unit, reciprocal easements shall exist for the maintenance of such encroachment for so long as such encroachment exists, and for maintenance thereof after rebuilding in the event of any destruction.

Section 8.2 Easements for Maintenance and Repair. The Association, Developer, and all public or private utilities shall have easements in, on, over, under, across, through and to those portions of land, structures, buildings, improvements and walls (including interior unit walls) for the installation, maintenance, repair and replacement of all utilities and all Common Elements. The Co-owners of any Unit shall have a permanent easement in, on, over, under, across and through the other Units where necessary or convenient for the installation, maintenance, repair and replacement of Limited Common Elements pertaining to the Unit. Each such easement shall be exercised at reasonable times and upon prior notice except in emergencies.

Neither the Developer nor the Association shall be liable to any Co-owner or any other person, in trespass or in any other form of action, for the exercise of rights pursuant to the provisions of this Section 8.2 or any other provision of the Condominium Documents which grant such easements, rights of entry or other means of access. Failure of the Association ( or the Developer) to take any such action shall not be deemed a waiver of the Association's ( or the Developer's) right to take any such action at a future time. Further, the Association shall not be responsible for any consequential damages, including without limitation damage to the personal property of a Co-owner whether within or outside the Unit, that may result from the Association's failure to timely undertake repairs for which it is responsible. While it is intended that each Co-owner shall be solely responsible for the performance and costs of all maintenance, repair and replacement of and decoration of the residence and all other appurtenances and improvements constructed or otherwise located within their Unit, it is also a matter of concern that a Coowner may fail to properly maintain their Unit and its appurtenant Limited Common Elements in accordance with the Condominium Documents and standards established by the Association. Therefore, in the event a Co-owner fails, as required by this Master Deed, the Bylaws or any Rules and Regulations promulgated by the Association, to properly and adequately maintain, decorate, repair, replace or otherwise keep their Unit or any improvements or appurtenances located therein or any Limited Common Elements appurtenant thereto, the Association ( or the Developer during the Development and Sales Period) shall have the right, and all necessary easements in furtherance thereof (but not the obligation), to enter upon the Unit and the Limited Common Element appurtenant thereto (if any) and perform any required decoration, repair or replacement, all at the expense of the Co-owner of the Unit. All costs incurred by the Association or the Developer in performing any responsibilities which are required, in the first instance to be borne by any Co-owner, shall be assessed against such Co-owner and shall be due and payable with their monthly assessment next falling due; further, the lien for non-payment shall attach as in all cases of regular assessments and such assessments may be enforced by the use of all means available to the Association under the Condominium Documents and by law for the collection of regular assessments including, without limitation, legal action, foreclosure of the lien securing payment and imposition of fines.


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Section 8.3 Grant of Easements by Association. The Association, acting through its lawfully constituted Board of Directors shall be empowered and obligated to grant such easements, licenses, rights-of-entry and rights-of-way over, under and across the Condominium Premises for utility purposes, access purposes or other lawful purposes, as may be necessary for the benefit of the Condominium, including but not limited to connection of the paths and trail ways established on the Condominium, if any, to the trail system of the City of Portage; subject, however, to the approval of the Developer so long as the Development and Sales Period has not expired. No easements created under the Condominium Documents may be modified, nor may any of the obligations with respect thereto be varied, without the consent of each person benefited thereby.

Section 8.4 Easements for Installation and Maintenance of Utilities. The Association shall have the right, but shall not be obligated, to dedicate all or any portion of the roads, storm sewers, sanitary sewers, water mains, other utility lines and mains, and pumping stations located or to be located on or under the Condominium to the City of Portage, the County of Kalamazoo, State of Michigan or any other appropriate governmental authorities. The Association shall also have the right to grant appropriate easements to the above governmental bodies or any appropriate public utility company for the purpose of installing, maintaining or repairing any roads, storm sewers, sanitary sewers, water mains, other utility lines and mains, or pumping stations whether or not the same are dedicated. All of the Co-owners and mortgagees of Units and other persons interested or who become interested in the Condominium from time to time shall be deemed to have irrevocably and unanimously consented to such amendment or amendments to this Master Deed and the Condominium Subdivision Plan as are necessary, in the Association's sole discretion, to effectuate the purposes of this Article 8 as the same may be approved by the Administrator and all such persons irrevocably appoint the Association, its successors and assigns, as agent and attorney-in-fact for the purpose of execution of such amendment or amendments and all other documents as may be necessary to effectuate the purposes of this Article 8.

Section 8.5 Easement for Sidewalk Encroachments. To the extent that any public sidewalk maintained by the City of Portage extends outside of the right-of-way resulting in an encroachment onto the Condominium Premises, the City of Portage is hereby granted an easement for the maintenance of such encroachment for so long as such encroachment exists.

Section 8.6 Telecommunications Agreements. The Developer reserves to itself the exclusive right and power to grant such easements, licenses and other rights of entry, use and access and to enter into any contract or agreement, including wiring agreements, right-of-way agreements, access agreements and multi-unit agreements and, to the extent allowed by law, contracts for sharing of any installation or periodic subscriber service fees as may be necessary, convenient or desirable to provide for telecommunications, videotext, broad band cable, satellite dish, earth antenna and similar services ( collectively "Telecommunications") to the Condominium or any Unit therein. Included within and not limited by the foregoing is the right of the Developer or an affiliate to establish and sell to the Association or the Co-owners service for telecommunications within the Condominium. In pursuance thereof, the Developer may place telecommunications equipment owned by it at such locations on the Common Elements as it may deem appropriate and shall have such easements as may be necessary to lay and maintain cables within the Common Elements in connection therewith. Notwithstanding the foregoing, in no event shall the Board of Directors enter into any contract or agreement or grant any easement, license or right of entry or do any other act or thing which will violate any provision of any federal, state or local law or ordinance. Any and all sums paid by any Telecommunications or other company or entity in connection with such service, including fees, if any, for the privilege of installing same or sharing periodic subscriber service fees, shall be receipts of the Developer shall be paid over to and shall be the property of the Developer.


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Section 8.7 Other Community Easements. The Developer or the Association shall have the right to grant such further easements, including without limitation, easements for maintaining, repairing, replacing and for use of paths established for walking, hiking, jogging, skiing, cycling and for access purposes for all of the foregoing over or with respect to General Common Elements of the Condominium as may be necessary or desirable in furtherance of development, community usage, coordinated maintenance and operating of the Condominium.

Section 8.8 Easement Granted to Area of Future Development. The Association and the Developer grant the right to connect to and use all of the private roadways and utilities within the Condominium, and to place utilities in, on and under necessary portions of the Condominium Premises, to the owner(s) of that certain property adjoining the Condominium and more particularly described as follows:

Parcel A:

Part of the Southeast 1/4 of Section 20 and the Northeast 1/4 of Section 29, Town 3 South, Range 11 West, City of Portage, Kalamazoo County, Michigan, described as: Beginning at the South 1/4 comer of Section 20; thence N00°4 l '00"E along the North-South 1 /4 line of Section 20 a distance of 4767.27 feet; thence S89°01'19"E a distance of 165.02 feet; thence N00°4 l '2 l "E to the North line of Section 20 a distance of 553 .34 feet; thence S88°52'28"E along the North line of Said Section a distance of 1160.70 feet; thence S00°18.37"W along the East 1/8 line of said Section a distance of 2651.82 feet to the East-West 1/4 line; thence SO 1 °0 l 13 5 "W along the East 1 /8 line of said Section a distance of 799. 78 feet; thence N89°13'29"W a distance of 238.96 feet; thence S63°24'34"W a distance of 139.33 feet; thence S41°56'15"W a distance of 244.48 feet; thence Sl8°03'39"W a distance of 83.70 feet; thence N88°58'25"W a distance of 100.00 feet; thence S 17°15'48"W a distance of 149.92 feet; thence S35°45'38"E a distance of 70.00 feet; thence S88°58'25"E a distance of 75.00 feet; thence SOI 0 01 '35"W a distance of 140.00 feet; thence S24°42'17"W a distance of 101.94 feet; thence S82°07'06"W a distance of 219.34 feet; thence N00°00'00e a distance of 14.92 feet; thence S85°46'03 "W a distance of 11.00 feet; thence N89°02'22"W a distance of 367.37 feet; thence S35°35'54"W a distance 185.70 feet; thence S00°4l'00"W a distance of 929.96 feet; thence N89°23'05"W a distance of 19.00 feet to the point of beginning.

Parcel B:

Part of the Southeast 1/4 of Section 20 and the Northeast 1/4 of Section 29, Town 3 South, Range 11 West, City of Portage, Kalamazoo County, Michigan, described as: Commencing at the South 1/4 corner of Section 20; thence N89°23'05"W a distance of 19.00 feet; thence S89°23'05"E a distance of 383.93 feet; thence S89°23'05"E a distance of 91.55 feet to the point of beginning; thence N68°27'42"E a distance of 901.62 feet; thence S01°01'35"W a distance of 340.00 feet; thence S00°20'16"W a distance of 27.00 feet; thence N89°l 9'22"W a distance of 495.00 feet; thence S00°20'31 "W a distance of 75.36 feet; thence N89°19'22"W a distance of 165 .0 I feet; thence N00°20'31 "E a distance of 101.65 feet;


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thence N89°23'05"W a distance of 7.62 feet; thence S00°09'15"W a distance of 9.59 feet; thence S69°24'53"W a distance of 176.43 feet; thence N00°09'1S"E a distance of73.39 feet to the point of beginning.

Section 8.9 Reserved Easements. The Developer hereby reserves permanent easements for ingress and egress over the roads in the Condominium, and permanent easements to use, tap into, enlarge or extend the roads and all utility lines in the Condominium including, without limitation, all communications, water, gas, storm and sanitary sewer lines, all of which easements will be for the benefit of land owned by the Developer or affiliates of the Developer and located adjacent to or in the vicinity of the Condominium. The Developer also reserves an easement to use the Recreational Facilities of the Condominium including, without limitation, the pool, community building and, if developed, walking paths, trails and natural areas. The Developer has no financial obligation to support such easements.

ARTICLE9

RECREATIONAL FACILITIES

Section 9. I Pool Area: Community Building. The pool, the fenced in area surrounding the pool and the community building located on the Condominium ( collectively the "Recreational Facilities") are General Common Elements. The entire responsibility for maintenance, repair, replacement, insurance and all other costs and liabilities of any and every kind related to the Recreational Facilities are the responsibility of the Association. The cost of maintaining and operating the Recreational Facilities is set forth in budget of the Association and will be assessed to the Co-owners in accordance with the Bylaws. The Developer shall have the right, but not the obligation, to construct walking paths and trail ways throughout the Condominium, which if constructed, shall be General Common Elements.

ARTICLE 10

AMENDMENT

Section I 0.1 Non-material Amendments. The Master Deed, Bylaws, Condominium Subdivision Plan and any other document referred to in the Master Deed or Bylaws which affects the rights and obligations of a Co-owner may be amended by the Developer or the Association, without the consent of Co-owners or mortgagees, if the amendment does not materially alter or change the rights of a Co-owner or mortgagee. An amendment that does not materially change the rights of a Co-owner or mortgagee includes, but is not limited to, a modification of the types and sizes of unsold Units and their appurtenant limited common elements.

Section I 0.2 Material Amendments. Except as provided in this Article 10, the Master Deed, Bylaws and Condominium Subdivision Plan may be amended, even if the amendment will materially alter or change the rights of the Co-owners or mortgagees, with the consent of not less than two-thirds (½) of the votes of the Co-owners and mortgagees. A mortgagee shall have one vote for each mortgage held. The two-thirds (½) majority required in this Section 10.2 may not be increased by the terms of the Condominium Documents, and a provision in any Condominium Document that requires the consent of a greater proportion of Co-owners or mortgagees for the purposes described in this Section I 0.2 is void and is superseded by this Section I 0.2. Mortgagees are not required to appear at any meeting of Co-owners except that their approval shall be solicited through written ballots. Any mortgagee ballots not returned within 90 days of mailing shall be counted as approval for the change.

For purposes of this Article 10, the affirmative vote of two-thirds(½) of the Co-owners is considered two-thirds (½) of the Co-owners entitled to vote as of the record date for such votes.


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Section 10.3 Changes to Units. The method or formula used to determine the percentage of value of Units for other than voting purposes shall not be modified without the consent of each affected Co-owner and mortgagee. A Co-owner's Unit dimensions or appurtenant limited common elements may not be modified without the Co-owner's consent.

Section 10.4 Cost of Amendment. A person causing or requesting an amendment to the Master Deed, Bylaws, Condominium Subdivision Plan and any other document referred to in the Master Deed or Bylaws shall be responsible for costs and expenses of the amendment, except for amendments based upon a vote of a prescribed percentage of Co-owners and mortgagees or based upon the Advisory Committee's decision, the costs of which shall be expenses of administration.

Section 10.5 First Mortgagee Consent. To the extent that the Act or this Master Deed, the Bylaws or any other document referred to in the Master Deed or Bylaws which affects the rights and obligations of a Co-owner require a vote of mortgagees of Units on an amendment to such documents, the procedures set forth in Section 90a of the Act shall apply.

Section 10.6 Termination, Vacation, Revocation or Abandonment. The Condominium may not be terminated, vacated, revoked or abandoned without the written consent of the Developer and 80% of non-Developer Co-owners.

Section 10. 7 Developer Approval. During the Development and Sales Period, this Master Deed and the Exhibits hereto shall not be amended nor shall the provisions thereof be modified in any way without the written consent of the Developer.

Section 10.8 Notice to Co-owners. Co-owners shall be notified of proposed amendments under this Article 10 not less than 10 days before the amendment is recorded.

ARTICLE 11

COMPLIANCE WITH CITY ORDINANCE

Lands within the condominium are subject to the City of Portage Zoning Ordinance which contains restrictions in addition to those found in the Master Deed and Bylaws.

ARTICLE 12

ASSIGNMENT

Any or all of the rights and powers granted or reserved to the Developer in the Condominium Documents or by law, including the power to approve or disapprove any act, use or proposed action or any other matter or thing, may be assigned by it to any other person or entity or to the Association. Any such assignment or transfer shall be made by appropriate instrument in writing duly recorded in the office of the Kalamazoo County Register of Deeds.

[ Signatures on following page(s).]


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IN WITNESS WHEREOF, the Developer has executed this Consolidating Master Deed as of the date first set forth above.

ST A TE OF MICHIGAN ) )ss.

COUNTY OF KALAMAZOO )

DEVELOPER

AMERICAN VILLAGE DEVELOPMENT, II, L.L.C., a Michigan limited liability c mpany

t/ By:

Jack S. Gesmundo Its Authorized Agent

The foregoing instrument was acknowledged before me on the of At)t) \ , 2019, by Jack S. Gesmundo, as Authorized Agent of American Village Development, II, L.L.C., a Michigan limited liability company, on behalf of the company.

Notary Public, Kalamazoo County, Michigan My commission expires: Acting in Kalamazoo County, Michigan

KRISTINA M HOUSER NOTARY PUBLlc'- STATE OF MICHIGAN

Ci:lUNTY OF J(ALAMAZOO PAy,comm.issiOO'tXJ)ifi$ a 5, ?fl~

· -AC:1ino _in the County of , 1 , -;J. ,' ' '

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18

EXHIBIT A

TO MASTER DEED

OAKLAND HILLS

BYLAWS

ARTICLE 1

ASSOCIATION OF CO-OWNERS

Oakland Hills, a residential condominium project, located in the City of Portage, Kalamazoo County, Michigan, shall be administered by the OAKLAND HILLS PORTAGE CONDOMINIUM ASSOCIATION (the "Association"), a Michigan nonprofit corporation organized under the applicable laws of the State of Michigan, and responsible for the management, maintenance, operation and administration of the Common Elements, easements and affairs of the Condominium in accordance with the Condominium Documents and the laws of the State of Michigan. These Bylaws shall constitute both the Bylaws referred to in the Master Deed and required by Section 3(8) of the Act and the Bylaws provided for under the Michigan Nonprofit Corporation Act. Each Co-owner shall be entitled to membership and no other person or entity shall be entitled to membership. A Co-owner's membership in the Association and the Co-owner's share in the funds and assets of the Association cannot be assigned, pledged or transferred in any manner except as an appurtenance to their Unit. The Association shall keep current copies of the Master Deed, all amendments to the Master Deed, and other Condominium Documents for the Condominium available at reasonable hours to Co-owners, prospective purchasers and prospective mortgagees of Units. All Co-owners and all persons using or entering upon or acquiring any interest in the Condominium shall be subject to the provisions and terms set forth in the aforesaid Condominium Documents.

ARTICLE2

ASSESSMENTS

All expenses ansmg from the management, administration and operation of the Association in pursuance of its authorizations and responsibilities as set forth in the Condominium Documents and the Act shall be levied by the Association against the Units and the Co-owners thereof in accordance with the following provisions:

Section 2.1 Assessments for Common Elements. All costs incurred by the Association in satisfaction of any liability arising within, caused by, or connected with the Common Elements or the administration of the Condominium shall constitute expenditures affecting the administration of the Condominium, and all sums received as the proceeds of, or pursuant to, any policy of insurance securing the interest of the Co-owners against liabilities or losses arising within, caused by, or connected with the Common Elements or the administration of the Condominium shall constitute receipts affecting the administration of the Condominium, within the meaning of Section 54( 4) of the Act.

Section 2.2 Determination of Assessments. Assessments (including for Limited Common Elements) shall be determined in accordance with the following provisions:

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(a) Budget. The Board of Directors of the Association shall establish an annual budget in advance for each fiscal year and such budget shall project all expenses for the forthcoming year which may be required for the proper operation, management, maintenance, repair or replacement of the Condominium and General and Limited Common Elements, including a reasonable allowance for contingencies and reserves.

A reserve fund shall be maintained for major repairs and replacement of Common Elements, with the exception that no reserve shall be maintained for repair or replacement of natural features in any natural or preserve areas located on the Condominium, including woods, trees, shrubs, plants and meadows. The reserve fund shall be funded by the annual assessments described below. At a minimum, the reserve fund shall be equal to 10% of the Association's current annual budget on a noncumulative basis. Since the minimum standard required by this subparagraph may prove to be inadequate for this particular project, the Association of Co-owners should carefu11y analyze the Condominium to determine if a greater amount should be set aside, or if additional reserve funds should be established for other purposes from time to time.

Upon adoption of an annual budget by the Board of Directors, copies of the budget shall be delivered to each Co-owner and the assessment for said year shall be established based upon said budget, although the failure to deliver a copy of the budget to each Co-owner shall not affect or in any way diminish the liability of any Co-owner for any existing or fixture assessments. Should the Board of Directors at any time decide, in the sole discretion of the Board of Directors: (i) that the assessments levied are or may prove to be insufficient to pay the costs of operation and management of the Condominium, (ii) to provide replacements of existing Common Elements, (iii) to provide additions to the Common Elements for the entire Condominium, (iv) to provide for the maintenance, repair or replacement of the Limited Common Elements, or (v) in the event of emergencies, the Board of Directors shall have the authority to increase the general assessment or to levy such additional assessment or assessments as it shall deem to be necessary. The Board of Directors also shall have the authority, without Co-owner consent, to levy assessments pursuant to the provisions of Section 5. l(d) below and to assess a one-time special assessment at the time of closing on the purchase of a Unit in an amount equal to two monthly installments. The discretionary authority of the Board of Directors to levy assessments pursuant t9 this subparagraph shall rest solely with the Board of Directors for the benefit of the Association and the members thereof, and shall not be enforceable by any creditors of the Association or of the members thereof. Assessments for Limited Common Elements shall be assessed only to those Units to which the Limited Common Elements are appurtenant.

(b) Special Assessments. Special assessments, as to all the Co-owners or to individual Co-owners as provided in Section 69 of the Act, in addition to those required in Section 2.2(a) above, may be made by the Board of Directors from time to time and approved by the Board of Directors, including, but not limited to: (i) assessments for additions to the Common Elements, (ii) assessments to purchase a Unit upon foreclosure of the lien for assessments described in Section 2.5 below, (iii) assessments for costs associated with the maintenance, repair, renovation, restoration or replacement of a Limited Common Element or for any unusual expenses or conduct that benefit less than all those entitled to occupy the Condominium as provided in Section 69 of the Act, or (iv) assessments for any other appropriate purpose not elsewhere herein described. The authority to levy assessments pursuant to this subparagraph is solely for the benefit of the Association and the members thereof and shall not be enforceable by any creditors of the Association or of the members thereof.

Section 2.3 Apportionment of Assessments and Penalty for Default. Unless otherwise provided herein or in the Master Deed, all assessments levied against the Co-owners to cover expenses of administration shall be apportioned among and paid by the Co-owners in accordance with the percentage of value allocated to each Unit in Article 5 of the Master Deed, without increase or decrease for the

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existence of any rights to the use of Limited Common Elements appurtenant to a Unit. Except as provided otherwise herein or the Master Deed, any unusual common expenses benefiting less than all of the Units, or any expenses incurred as a result of conduct of less than all of those entitled to occupy the Condominium may be assessed by the Board of Directors against the Unit or Units involved in accordance with the reasonable judgment of the Board of Directors. Annual assessments as determined in accordance with Section 2.2(a) above shall be payable by Co-owners in 12 monthly installments throughout the year, commencing with acceptance of a deed to or a land contract vendee's interest in a Unit, or with the acquisition of fee simple title to a Unit by any other means. The payment of an assessment shall be in default if such assessment, or any part thereof, is not paid to the Association in full on or before the due date for such payment. An automatic late charge not exceeding $25 per installment per month may be added to each installment in default for 5 or more days until each installment together with all applicable late charges is paid in full. The Board of Directors shall also have the right to apply a discount for assessments received by the Association on or before the date on which any such assessment falls due. Each Co-owner (whether one or more persons) shall be, and remain, personally liable for the payment of all assessments (including fines for late payment and costs of collection and enforcement of payment) pertinent to their Unit which may be levied while such Co-owner is the owner thereof, except a land contract purchaser from any Co-owner including Developer shall be so personally liable and such land contract seller shall not be personally liable for all such assessment levied up to and including the date upon which such land contract seller actually takes possession of the Unit following extinguishment of all rights of the land contract purchaser in the Unit. Payments on account of installments of assessments in default shall be applied as follows: first, to costs of collection and enforcement of payment, including reasonable attorneys' fees; second, to any interest charges and fines for late payment on such installments; and third, to installments in default in order of their due dates. Co-owners delinquent in paying assessments shall be ineligible to serve on committees or as a Director of the Association.

Section 2.4 Waiver of Use or Abandonment of Unit. No Co-owner may exempt such Co-owner from liability for any contribution toward the expenses of administration or for payment of assessments to the Association by waiver of the use or enjoyment of any of the Common Elements or Limited Common Elements, or by the abandonment of the Unit.

Section 2.5 Enforcement.

(a) Remedies. In addition to any other remedies available to the Association, the Association may enforce collection of delinquent assessments together with all applicable late charges and fines by a suit at law for a money judgment or by foreclosure of the statutory lien that secures payment of assessments. In the event of default by any Co-owner in the payment of any installment of the annual assessment levied against their Unit, the Association shall have the right to declare all unpaid installments of the annual assessment for the pertinent fiscal year immediately due and payable. A Coowner in default shall not be entitled to utilize any of the General Common Elements of the Condominium and shall not be entitled to vote at any meeting of the Association so long as such default continues; provided, however, this provision shall not operate to deprive any Co-owner of ingress or egress to and from their Unit. In a judicial foreclosure action, a receiver may be appointed to collect a reasonable rental for the Unit from the Co-owner thereof or any persons claiming under them. The Association may also assess fines for late payment or non-payment of assessments in accordance with the provisions of Section 19.4 and Article 20 below. All of these remedies shall be cumulative and not alternative.

(b) Foreclosure Proceedings. Each Co-owner, and every other person who from time to time has any interest in the Condominium, shall be deemed to have granted to the Association the unqualified right to elect to foreclose the lien securing payment of assessments either by judicial action or


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by advertisement. The provisions of Michigan law pertaining to foreclosure of mortgages by judicial action and by advertisement, as the same may be amended from time to time, are incorporated herein by reference for the purposes of establishing the alternative procedures to be followed in lien foreclosure actions and the rights and obligations of the parties to such actions. Further, each Co-owner and every other person who from time to time has any interest in the Condominium shall be deemed to have authorized and empowered the Association to sell or to cause to be sold the Unit with respect to which the assessment(s) is or are delinquent at public venue, pursuant to judicial proceedings, foreclosure by advertisement or any other means permitted by law and to receive, hold and distribute the proceeds of such sale in accordance with the priorities established by applicable law.

EACH CO-OWNER OF A UNIT IN THE PROJECT ACKNOWLEDGES THAT AT THE TIME OF ACQUIRING TITLE TO SUCH UNIT, HE WAS NOTIFIED OF THE PROVISIONS OF THIS SUBPARAGRAPH AND THAT HE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY WAIVED NOTICE OF ANY PROCEEDINGS BROUGHT BY THE ASSOCIATION TO FORECLOSE BY ADVERTISEMENT THE LIEN FOR NONPAYMENT OF ASSESSMENTS AND A HEARING ON THE SAME PRIOR TO THE SALE OF THE SUBJECT UNIT.

( c) Notice of Action. Notwithstanding the foregoing, neither a judicial foreclosure action nor a suit at law for a money judgment shall be commenced, nor shall any notice of foreclosure by advertisement be published, until the expiration of 10 days after mailing, by first class mail, postage prepaid, addressed to the delinquent Co-owner(s) at their or their last known address, a written notice that 1 or more installments of the annual assessment levied against the pertinent Unit is or are delinquent and that the Association may invoke any of its remedies hereunder if the default is not cured within 10 days after the date of mailing. Such written notice shall be accompanied by a written affidavit of an authorized representative of the Association that sets forth (i) the affiant' s capacity to make the affidavit, (ii) the statutory and other authority for the lien, (iii) the amount outstanding ( exclusive of interest, costs, attorneys' fees and future assessments), (iv) the legal description of the subject Unit(s), and (v) the name(s) of the Co-owner(s) of record. Such affidavit shall be recorded in the office of the Register of Deeds in the county in which the Condominium is located prior to commencement of any foreclosure proceeding, but it need not have been recorded as of the date of mailing as aforesaid. If the delinquency is not cured within the 10-day period, the Association may take such remedial action as may be available to it hereunder or under Michigan law. In the event the Association elects to foreclose the lien by advertisement, the Association shall so notify the delinquent Co-owner and shall inform them that they may request a judicial hearing by bringing suit against the Association.

( d) Expenses of Collection. The expenses incurred in collecting unpaid assessments, including interest, costs, actual attorneys' fees (not limited to statutory fees) and advances for taxes or other liens paid by the Association to protect its lien, shall be chargeable to the Co-owner in default and shall be secured by the lien on their Unit.

Section 2.6 Liability of Mortgagee. Notwithstanding any other prov1s1ons of the Condominium Documents, the holder of any first mortgage covering any Unit that acquires title to the Unit pursuant to the remedies provided in the mortgage or by deed ( or assignment) in lieu of foreclosure, or any purchaser at a foreclosure sale, shall take the property free of any claims for unpaid assessments or charges against the mortgaged Unit which accrue prior to the time such holder comes into possession of the Unit ( except for claims for a pro rata share of such assessments or charges resulting from a pro rata reallocation of such assessments or charges to all Units including the mortgaged Unit).

Section 2. 7 Developer's Responsibility for Assessments. Developer shall not be responsible at any time for payment of regular Association assessments or payment of any expenses whatsoever with respect to Units not completed notwithstanding the fact that such incomplete Units may have been


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depicted in the Master Deed. Further, Developer shall in no event be liable for any assessment, general or special, levied in whole or in part to purchase any Unit from the Developer or to finance any litigation or other claims against the Developer, any cost of investigating or preparing such litigation or claim or any similar or related costs.

Section 2.8 Property Taxes and Special Assessments. All property taxes and special assessments levied by any public taxing authority shall be assessed in accordance with Section 131 of the Act.

Section 2.9 Personal Property Tax Assessment of Association Property. The Association shall be assessed as the person or entity in possession of any tangible personal property of the Condominium owned or possessed in common by the Co-owners, and personal property taxes based thereon shall be treated as expenses of administration.

Section 2.10 Construction Lien. A construction lien otherwise arising under Act No. 497 of the Michigan Public Acts of 1980, as amended, shall be subject to Section 132 of the Act.

Section 2.11 Statement as to Unpaid Assessments. The purchaser of any Unit may request a statement of the Association as to the amount of any unpaid Association assessments thereon, whether regular or special. Upon written request to the Association accompanied by a copy of the executed purchase agreement pursuant to which the purchaser holds the right to acquire a Unit, the Association shall provide a written statement of such unpaid assessments as may exist or a statement that none exist, which statement shall be binding upon the Association for the period stated therein. Upon the payment of that sum within the period stated, the Association's lien for assessments as to such Unit shall be deemed satisfied; provided, however, that the failure of a purchaser to request such statement at least 5 days prior to the closing of the purchase of such Unit shall render any unpaid assessments and the lien securing the same fully enforceable against such purchaser and the Unit itself, to the extent provided by the Act. Under the Act, unpaid assessments constitute a lien upon the Unit and the proceeds of sale thereof prior to all claims except real property taxes and first mortgages of record.

ARTICLE3

ARBITRATION

Section 3. I Scope and Election. Disputes, claims, or grievances arising out of or relating to the interpretation or the application of the Condominium Documents, or any disputes, claims or grievances arising among or between the Co-owners and the Association, upon the election and written consent of the parties to any such disputes, claims or grievances (which consent shall include an agreement of the parties that the judgment of any circuit court of the State of Michigan may be rendered upon any award pursuant to such arbitration), and upon written notice to the Association, shall be submitted to arbitration and the parties thereto shall accept the arbitrator's decision as final and binding, provided that no question affecting the claim of title of any person to any fee or life estate in real estate is involved. The Commercial Arbitration Rules of the American Arbitration Association as amended and in effect from time to time hereafter shall be applicable to any such arbitration.

Section 3 .2 Judicial Relief. In the absence of the election and written consent of the parties pursuant to Section 3 .1 above, no Co-owner or the Association shall be precluded from petitioning the courts to resolve any such disputes, claims or grievances.

Section 3 .3 Election of Remedies. Such election and written consent by Co-owners or the Association to submit any such dispute, claim or grievance to arbitration shall preclude such parties from litigating such dispute, claim or grievance in the court-"


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ARTICLE 4

INSURANCE

Section 4.1 Extent of Coverage. The Association shall, to the extent appropriate in light of the nature of the Common Elements of the Condominium, carry fire and extended coverage, vandalism and malicious mischief and liability insurance (in a minimum amount to be determined by the Developer or the Association in its discretion, but in no event less than $1,000,000 per occurrence), officers and directors' liability insurance, and workmen's compensation insurance, if applicable, and any other insurance the Association may deem applicable, desirable or necessary, pertinent to the ownership, use and maintenance of the General Common Elements or Limited Common Elements and such insurance shall be carried and administered in accordance with the following provisions:

(a) Responsibilities of Co-owners and Association. All such insurance shall be purchased by the Association for the benefit of the Association, the Developer and the Co-owners and their mortgagees, as their interests may appear, and provision shall be made for the issuance of certificates of mortgagee endorsements to the mortgagees of Co-owners. Each Co-owner should obtain insurance coverage at their own expense upon their Unit. It shall be each Co-owner's responsibility to determine by personal investigation or from their own insurance advisors the nature and extent of insurance coverage adequate to their needs and thereafter to obtain insurance coverage for their personal property and for everything related to their Unit or elsewhere on the Condominium Premises and for their personal liability for occurrences within their Unit or upon Limited Common Elements appurtenant to their Unit, and also for alternative living expense in the event of fire, and the Association shall have absolutely no responsibility for obtaining such coverages. The Association, as to all policies which it obtains, and all Co-owners, as to all policies which they obtain, sha1l use their best efforts to see that all property and liability insurance carried by the Association or any Co-owner shall contain appropriate provisions whereby the insurer waives its right of subrogation as to any claims against any Co-owner or the Association.

(b) Insurance of Common Elements and Fixtures. Except as set forth herein, all Common Elements of the Condominium shall be insured against fire and other perils covered by a standard extended coverage endorsement, in an amount equal to the current insurable replacement value, as determined annually by the Board of Directors of the Association in consultation with the Association's insurance carrier or its representatives in light of commonly employed methods for the reasonable determination of replacement costs. All information in the Association's records regarding insurance coverage shall be made available to all Co-owners upon request and reasonable notice during normal business hours so that Co- owners shall be enabled to judge the adequacy of coverage and, upon the taking of due Association procedures, to direct the Board at a properly constituted meeting to change the nature and extent of any applicable coverages, if so determined. Upon such annual re-evaluation and effectuation of coverage, the Association shall notify all Co-owners of the nature and extent of all changes in coverages. It shall be each Co-owner's responsibility to determine the necessity for and to obtain insurance coverage for everything related to the Unit, including fixtures and Limited Common Elements within the Unit, and the Association shall have no responsibility whatsoever for obtaining such coverage.

( c) Premium Expenses. All premiums for insurance purchased by the Association pursuant to these Bylaws shall be expenses of administration.

( d) Proceeds of Insurance Policies. Proceeds of all insurance policies owned by the Association shall be received by the Association, held in a separate bank account and distributed to the Association and the Co-owners and their mortgagees, as their interests may appear; provided, however,

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whenever repair or reconstruction of the Condominium shall be required as provided in Article 5 below, the proceeds of any insurance received by the Association as a result of any loss requiring repair or reconstruction shall be applied for such repair or reconstruction.

Section 4.2 Authority of Association to Settle Insurance Claims. Each Co-owner, by ownership of a Unit, shall be deemed to appoint the Association as their true and lawful attorney-in-fact to act in connection with all matters concerning the maintenance of fire and extended coverage, vandalism and malicious mischief, liability insurance and workmen's compensation insurance, if applicable, pertinent to the Condominium, their Unit and the Common Elements appurtenant thereto, with such insurer as may, from time to time, provide such insurance for the Condominium. Without limitation on the generality of the foregoing, the Association as said attorney shall have full power and authority to purchase and maintain such insurance, to collect and remit premiums therefor, to collect proceeds and to distribute the same to the Association, the Co-owners and respective mortgagees, as their interests may appear ( subject always to the Condominium Documents), to execute releases of liability and to execute all documents and to do all things on behalf of such Co-owner and the Condominium as shall be necessary or convenient to the accomplishment of the foregoing.

Section 4.3 Responsibilities of Co-owners. Each Co-owner may obtain fire and extended coverage and vandalism and malicious mischief insurance with respect to their Unit and all improvements constructed or to be constructed within the perimeter of their Unit and for their personal property located therein or thereon or elsewhere on the Condominium. There is no responsibility on the part of the Association to insure any of such improvements or personal property whatsoever.

Section 4.4 Indemnification. Each individual Co-owner shall indemnify and hold harmless every other Co-owner, the Developer and the Association for all damages and costs, including attorneys' fees, which such other Co-owners, the Developer or the Association may suffer as a result of defending any claim arising out of an occurrence on or within such individual Co-owner's Unit and shall carry insurance to secure this indemnity if so required by the Association ( or the Developer during the Development and Sales Period). This Section 4.4 shall not be construed to give any insurer any subrogation right or other right or claim against any individual Co-owner, however.

ARTICLES

RECONSTRUCTION OR REPAIR

Section 5 .1 Responsibility for Reconstruction or Repair. If any part of the Condominium Premises shall be damaged, the determination of whether or not it shall be reconstructed or repaired, and the responsibility therefor, shall be as follows:

(a) Damage to Common Element. If the damaged property is a Common Element, the property shall be rebuilt or repaired, unless it is determined by a vote of 80% of the Co-owners that the Condominium shall be terminated.

(b) Repair in Accordance with Plans and Specification. Any such reconstruction or repair shall be substantially in accordance with the Master Deed and the plans and specifications for the Condominium to a condition as comparable as possible to the condition existing prior to damage unless the Co-owners shall unanimously decide otherwise.

(c) Co-owner Responsibility for Repair. If the damaged property is a Unit or any improvements therein, the Co-owner of such Unit alone shall determine whether to rebuild or repair the damaged property, subject to the rights of any mortgagee or other person or entity having an interest in such property, and such Co-owner shall be responsible for any reconstruction or repair that the Co-owner

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elects to make. The Co-owner shall in any event remove all debris and restore their Unit and the improvements thereon to a clean and sightly condition satisfactory to the Association and in accordance with the provisions of Article 6 below as soon as reasonably possible following the occurrence of the damage.

( d) Association Responsibility for Repair. Except as otherwise provided in the Master Deed and m Section 5. l(a) and (c) above, the Association shall be responsible for the reconstruction, repair and maintenance of the General Common Elements and Limited Common Elements. Immediately after a casualty causing damage to property for which the Association has the responsibility of maintenance, repair and reconstruction, the Association shall obtain reliable and detailed estimates of the cost to replace the damaged property in a condition as good as that existing before the damage. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction or repair required to be performed by the Association, or if at any time during such reconstruction or repair, or upon completion of such reconstruction or repair, the funds for the payment of the cost thereof are insufficient, assessment shall be made against all Co-owners for the cost of reconstruction or repair of the damaged property in sufficient amounts to provide funds to pay the estimated or actual cost of repair. This provision shall not be construed to require replacement of mature trees and vegetation with equivalent trees or vegetation.

Section 5 .2 Timely Reconstruction and Repair. The party responsible for the reconstruction, repair and maintenance thereof shall proceed with replacement of the damaged property without delay, and shall complete such replacement within a reasonable time thereafter using its or their best efforts, after the date of the occurrence which caused damage to the property.

Section 5.3 Eminent Domain. Section 133 of the Act and the following provisions shall control upon any taking by eminent domain:

(a) Negotiation. The Association, acting through its Board of Directors, may negotiate on behalf of all Co-owners for any taking of Common Elements. Any negotiated settlement shall be subject to the approval of more than two-thirds (½) of the members in number and in value and shall thereupon be binding on all members.

(b) Taking of a Unit. If all or part of a Unit or the Limited Common Elements appurtenant to such Unit is taken, the Co-owner owning such Unit shall be solely responsible for representation of their interests in connection with such condemnation. The award for such taking shall be paid to the Co-owner of such Unit and the mortgagee thereof, as their interests may appear, notwithstanding any provision of the Act to the contrary. If a Co-owner's entire Unit is taken by eminent domain, such Co-owner and their mortgagee shall, after acceptance of the condemnation award therefore, be divested of all interest in the Condominium.

( c) Taking of Common Element. If all or any portion of a General Common Element is taken, the condemnation proceeds relative to such taking shall be paid to the Association and the affirmative vote of more than 50% percent of the members in number and in value at a meeting duly called shall determine whether to rebuild, repair or replace the portion so taken or to take such other action as they deem appropriate. If no such affirmative vote is obtained, such condemnation proceeds shall be remitted to the members and their respective mortgagees, as their interests may appear, m accordance with their respective percentages of value set forth in Article 5 of the Master Deed.

( d) Continuation of Condominium. If the Condominium continues after taking by eminent domain, then the remaining portion of the Condominium shall be re-surveyed and the Master Deed amended accordingly, and, if any Unit shall have been taken, then the Master Deed shall be amended to reflect such taking and to proportionately readjust the percentages of value of the remaining

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members based on a continuing value for the Condominium of 100%. Such amendment may be effected by an officer of the Association duly authorized by the Board of Directors without the necessity of execution or specific approval thereof by any Co-owners.

(e) Notice. If any Unit, or any portion thereof, or the common elements or any portion thereof, is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought to be acquired by a condemning authority, the Association promptly shall so notify each holder of a mortgage lien on any of the Units.

(t) Impractical to Rebuild Unit. If the taking of a portion of a Unit makes it impractical to rebuild a Unit under the terms of these Bylaws, then the entire undivided interest in the Common Elements appertaining to that Unit shall, with the consent of the member owning such Unit and any mortgagee, thenceforth appertain to the remaining Units, and shall be allocated to them in proportion to their respective undivided interests in the Common Elements. The remaining portion of that Unit shall thenceforth be a common element. Votes in the Association of members and liability for future expenses of administration appertaining to a Unit taken or partially taken by eminent domain shall thenceforth appertain to the remaining Units, and shall be allocated to them in proportion to their relative voting strength by value in the Association.

(g) Applicability of the Act. To the extent not inconsistent with the foregoing provisions, Section 133 of the Act shall control upon any taking by eminent domain.

Section 5.4 Priority of Mortgagee Interests. Nothing contained in the Condominium Documents shall be construed to give a Unit owner or any other party priority over any rights of first mortgagees of Units pursuant to their mortgages in the case of a distribution to Unit owners of insurance proceeds or condemnation awards for losses to or a taking of Units or Common Elements.

ARTICLE 6

BUILDING AND USE RESTRICTIONS

Section 6.1 Use of Units. Units shall be used exclusively for residential purposes. No other use of the Units shall be permitted without the approval the Association. Nothing in the foregoing shall prohibit Co-owners of Units from keeping personal, business or professional records or accounts; handling personal, business or professional telephone calls or correspondence; and maintaining and using computers or other office equipment in their Unit.

Section 6.2 Pool and Community Building. The pool, the fenced in area surrounding the pool and the community building located on the Condominium shall be General Common Elements, maintained by the Association for the benefit and normal, reasonable and ordinary use of the Co-owners and their guests. The Association shall be responsible for oversight of the pool, the areas surrounding the pool and the community building on the Condominium and shall have the right to adopt additional rules and regulations regarding the use thereof. Until the expiration of the Development and Sales Period, Developer shall have exclusive use of three rooms within the community building for sales, promotional, administrative and management purposes.

Section 6.3 Common Elements. The Common Elements shall be used only by the Co-owners of Units and by their agents, tenants, family members, invitees and licensees for access, ingress to and egress from the respective Units and for other purposes incidental to use of the Units or in accordance with any other rights to use the Common Elements such as easements. The use, maintenance and operation of the Common Elements shall not be obstructed, damaged or unreasonably interfered with by


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any Co-owner, and shall be subject to any lease, concession or easement, presently in existence or entered into by the Association at some future time, affecting any part or all of said Common Elements.

Section 6.4 Specific Prohibitions. In addition to the general requirements of this Article 6, the use of the Units and Common Elements of the Condominium shall be subject to the following specific restrictions:

(a) Exterior Changes. No Co-owner shall make any alterations, additions or improvements to any Common Element, nor make changes to the exterior appearance or structural components of their Unit without the prior written approval of the Association. The Association shall not approve any alterations or structural modifications which would jeopardize or impair the soundness, safety or appearance of the Condominium. A Co-owner may make alterations, additions or improvements within their Unit without the prior written approval of the Association, but such Co-owner shall be responsible for any damage to other Units, the Common Elements, the Condominium, or any part thereof, resulting from such alterations, additions or improvements.

(b) Occupancy Limits. No more than two unrelated persons shall permanently occupy or reside in any Unit without the express prior written approval of the Association.

( c) Ownership Limit. No Co-owner shall own more than four Units without the express prior written approval of the Association. For the purposes of this restriction, the term Co-owner shall include the Co-owner of record and any firm, corporation, partnership, limited liability company, association, trust or other entity that is controlled by such Co-owner.

( d) Nuisances. No nuisances shall be permitted on the Condominium Premises nor shall any use or practice be permitted which is a source of annoyance to other occupants, or which interferes with the peaceful possession or use of the Condominium by its owners and lessees. Except for areas specifically designated by the Association, the Common Elements shall not be used in whole or in part for the storage of rubbish or trash, nor for the storage of any personal property or thing that may cause the Condominium Premises to appear in an unclean or untidy condition.

(e) Prohibited Conduct. No immoral, improper, offensive or unlawful use shall be made of the Condominium Premises, or any part thereof, and nothing shall be done or kept in any Unit or on the Common Elements which will increase the rate of insurance for the Condominium as a whole without the prior written consent of the Association. No Co-owner shall permit anything to be done or kept in their Unit or on the Common Elements which will result in the cancellation of insurance on any Unit, or any part of the Common Elements, or which would be in violation of any law, ordinance or regulation.

(f) No signs or other advertising devices shall be displayed which are visible from the Common Elements or from any other Unit without written permission of the Association, including but not limited to all flags, "For Sale" and "For Rent" signs.

(g) Personal Property. No Co-owner shall display, hang or store any clothing, laundry or other articles of personal property outside their Unit, or which may be visible from the outside of their Unit ( other than draperies, blinds or curtains of a customary nature and appearance), or paint or decorate the outside of their Unit, or install outside their Unit any satellite dish, radio or television antenna, window air-conditioning unit, awning or other equipment, fixtures or items of any kind, without the prior written permission of the Board. This restriction shall not be construed to prohibit a Co-owner of a Unit with an appurtenant patio or deck from placing and maintaining outdoor furniture and decorative plants and foliage of a customary nature and appearance on the patio or deck.

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(h) Window Treatment. Window coverings (blinds and drapes) on the Units which are visible from the outside must be white or earth-tone as viewed from the outside.

(i) Windows and Skylights. Each Co-owner shall be responsible for maintenance, repair and replacement of the windows and skylights appurtenant to their Unit. Windows and skylights shall not be permitted to become unsightly or fall into a state of disrepair. The Association shall approve all proposed replacements of windows and skylights. In the event a Co-owner desires to replace any windows or skylights, the Co-owner shall provide written notice to the Association of the windows or skylights it desires to replace and shall include the style, type and manufacturer of the desired replacement window or skylight. The Association shall have 30 days from receipt of such notice to approve, reject or modify the Co-owner's request. If the Association does not respond within such thirty day period, then the Co-owner's request shall be deemed approved.

(j) Bicycles. Bicycles, motorcycles or similar items must be stored or parked within a Garage that is appurtenant to such Co-owner's Unit and not on sidewalks, next to Units or in other General Common Elements.

(k) Trash. All trash is to be placed in sealed plastic bags and placed in trash receptacles that shall be maintained inside the garage at all times and shall not be permitted to remain on the Common Elements except for such short periods of time as may be reasonably necessary to permit periodic collection of trash. The Association shall provide refuse removal services, the cost of which shall be assessed to Co-owners.

(I) Fireworks and Weapons. No Co-owner shall use, or permit the use by any occupant, agent, tenant, invitee, guest or member of their family of any firearms, air rifles, pe11et guns, BB guns, bows and arrows, fireworks or other dangerous weapons, projectiles or devices anywhere on or about the Condominium Premises.

(m) Pets and Animals. No more than two domestic animals (dogs or cats) shall be kept or maintained in any Unit as house pets. If two pets are kept, the combined weight of the two pets must not exceed 80 pounds. No animals whatsoever shall be used for breeding purposes or for commercial purposes on the Condominium. No animal may run at large on or about the Condominium Premises at any time. All animals must be restrained by their respective Co-owner on a leash or similar device at all times while on the Condominium Premises. No animals shall be restrained outside of Units in a permanent or temporary structure such as a kennel, fenced in area, ground or other type of unmanned leash lock system, including but not limited to, electric type fencing. No pets shall be allowed in the Community Building or in pool area. All animals must not be obnoxious or offensive to other Co-owners on account of noise, odor or unsanitary conditions. The pet owner is responsible for immediately removing all pet waste from the Common Elements. Pet owners will have full responsibility for damage to persons or property caused by their pet(s). No animal that exhibits savage or dangerous behavior will be permitted on the Condominium Premises at any time. Any Co-owner who causes any animal to be brought or kept within the Condominium Premises shall indemnify and hold harmless the Association for any loss, damage or liability which the Association may sustain as the result of the presence of such animal, whether or not the Association has given its permission therefore. The Association may, without liability to the Co-owner, remove or cause to be removed any animal from the Condominium that it determines to be in violation of these restrictions.

(n) Unrestricted Access. No Co-owner shall restrict access to any utility line or other location within the buildings that must be accessible to service the Common Elements, the Units or any other improvement which affects the Association responsibility in any way.

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( o) Unit Heating. In order to prevent the freezing of pipes, all Units shall be kept heated at not less than 55° during the winter months, or other measures taken for the protection of adjoining Units as may be approved by the Association.

(p) Leases. A Unit may be leased provided that (i) the term of such lease shall be at least 12 months, and (ii) the lease shall be subject to and include the provisions required by Article 12 below. The restrictions on leasing shall not apply to Units owned by the Developer.

( q) Auto Maintenance. Maintenance to automobiles, including but not limited to oil changing, is prohibited on the Condominium Premises.

(r) Environmental Matters. No anti-freeze, gasoline, oil, grease or other toxic substances shall be disposed of in any sanitary disposal system or dumped elsewhere on the Condominium Premises.

( s) Sex Offender. No individual that is, or is required by law to become, registered in the State of Michigan Sex Offender Registry, or any other state's Sex Offender Registry, shall occupy a residence located in the Subdivisions.

(t) Exclusive Builder. American Village Builders, L.L.C. ("A VB"), an affiliate company of Developer, shall be the exclusive builder for purposes of improvements to any Unit. Unless a variance is obtained pursuant to Section 6.12 below, all improvements or other construction work related to a Unit shall be performed by AVB pursuant to a separate construction agreement with AVB.

( u) Applicability and Interpretation. Absent an election to arbitrate pursuant to Article 3 above, a dispute or question as to whether a violation of any specific regulation or restriction contained in this Article 6 has occurred shall be submitted to the Board of Directors of the Association which shall conduct a hearing and render a decision thereon in writing, which decision shall be binding upon all owners and other parties having an interest in the Condominium.

Section 6.5 Compliance with Codes and Ordinances. In addition to the restrictions contained in Section 6.4 above, the use of any Unit or structure located on the Condominium Premises must also satisfy the requirements of the zoning ordinances of the City of Portage in effect at the time of the contemplated use unless a variance for such use is obtained from the Zoning Board of Appeals of the City of Portage.

Section 6.6 Rules of Conduct. Reasonable rules and regulations concerning the use of Units and Common Elements, limited and general, may be promulgated and amended by the Board. Copies of such rules and regulations shall be furnished by the Board to each Co-owner at least 10 days prior to their effective date, and may be revoked any time by the affirmative vote of more than 66% of all Co-owners in number and in value. No such rules and regulations shall prohibit or unreasonably restrict permitted uses of the Units as provided herein, including those described in Section 6.1 above.

Section 6.7 Remedies on Breach. In addition to the other remedies for the collection of assessments, the Association shall have the right, in the event of a violation of the restrictions on use and occupancy imposed by Section 6.4 above, to enter the Unit and to remove or correct the cause of the violation. Such entry will not constitute a trespass, and the Co-owner of the Unit will reimburse the Association for all costs of the removal or correction. Failure to enforce any of the restrictions contained in this Article 6 will not constitute a waiver of the right of the Association to enforce such restrictions in the future.

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Section 6.8 Co-owner Enforcement. An aggrieved Co-owner will also be entitled to compel enforcement of the Condominium Documents by action for injunctive relief or damages against the Association, its officers or another Co-owner.

Section 6.9 Reserved Rights of Developer. None of the restrictions contained in this Article 6 shall apply to the commercial activities or signs or billboards, if any, of the Developer during the Development and Sales Period or of the Association in furtherance of its powers and purposes set forth herein and in its Articles of Incorporation, as the same may be amended from time to time. Notwithstanding anything to the contrary elsewhere herein contained, Developer shall have the right to maintain a sales office, a business office, a construction office, model units, advertising display signs, storage areas and reasonable parking incident to the foregoing and such access to, from and over the Condominium Premises as may be reasonable to enable development and sale of the entire Condominium, by the Developer and may continue to do so during the entire Development and Sales Period and may continue to do so even after the conclusion of the Development and Sales Period and for so long as Developer continues to construct or owns or holds title or an option or other enforceable interest in land for development as condominiums within one mile from the perimeter of Condominium Premises. Developer shall also have the right to maintain or conduct on the Condominium Premises any type of promotional activity, it desires, including the erection of any and all kinds of temporary facilities relative to the marketing, promotion of the Condominium, or other Developer activity within Condominium Premises or the area within said one mile perimeter.

Section 6.10 Enforcement of Bylaws. The Condominium shall at al1 times be maintained in a manner consistent with the highest standards of private a beautiful, serene, residential community for the benefit of the Co-owners and all other persons interested in the Condominium. If at any time the Association or any Co-owner fails or refuses to carry out its obligations to maintain, repair, replace and landscape in a manner consistent with the maintenance of such high standards, then the Developer, or any person to whom it may assign this right may, at its option, may elect to maintain, repair or replace any Common Elements or to do any landscaping required by these Bylaws and to charge the cost thereof to the Association as an expense of administration. The Developer shall have the right to enforce these Bylaws throughout the Development and Sales Period, notwithstanding that it may no longer own a Unit, which right of enforcement shall include (without limitation) an action to restrain the Association or any Co-owner from any activity prohibited by these Bylaws.

Section 6.11 Assignment and Succession. Any or all of the rights granted to or reserved by the Developer in the Condominium Documents or by law, may be assigned by it to any other entity or to the Association. Any such assignment or transfer shall be made by an appropriate instrument in writing, signed by the Developer and recorded in the public records of Kalamazoo County, Michigan. Upon such qualification, the assignee will have the same rights and powers as those granted to or reserved by the Developer in the Condominium Documents.

Section 6.12 Variances. The Association may, upon showing of practical difficulty or other good cause, grant variances from the restrictions and requirements of this Article 6, but only to the extent and in such a manner as not to violate the spirit and intent of such restrictions and requirements.

Section 6.13 Compliance with Codes and Ordinances. In addition to the construction and use requirements of this Article 6, all buildings and other structures must comply with the applicable City of Portage building, mechanical, electrical and plumbing codes in effect at the time such building or other structure is erected. The use of any Unit and the construction and use of any building or other structure erected on any Unit must also comply with the requirements of City of Portage zoning ordinance in effect at the time of the contemplated construction or use (unless a variance for such construction or use is first

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obtained from the Zoning Board of Appeals of the City of Portage) and the provisions of any municipal approvals.

Section 6.14 Developer's Right to Maintain Signs. The Developer reserves the right until the termination of the Condominium, to maintain a sign on the Condominium Premises that reflects the name of the Condominium and identifies the involvement of the Developer, or any one of the Developer's affiliates, in the development of the Condominium.

ARTICLE 7

MORTGAGES

Section 7.1 Notice to Association. Any Co-owner who mortgages their Unit shall notify the Association of the name and address of the mortgagee, and the Association shall maintain such information in a book entitled "Mortgages of Units". The Association may, at the written request of a mortgagee of any such Unit, report any unpaid assessments due from the Co-owner of such Unit. The Association shall give to the holder of any first mortgage covering any Unit written notification of any default in the performance of the obligations of the Co-owner of such Unit that is not cured within 60 days.

Section 7 .2 Insurance. The Association shall notify each mortgagee appearing in said book of the name of each company insuring the Condominium against fire, perils covered by extended coverage, and vandalism and malicious mischief and the amounts of such coverage.

Section 7.3 Notification of Meetings. Upon request submitted to the Association, any institutional holder of a first mortgage lien on any Unit shall be entitled to receive written notification of every meeting of the members of the Association and to designate a representative to attend such meeting.

ARTICLES

VOTING

Section 8.1 Vote. Except as otherwise provided in these Bylaws, each Co-owner shall be entitled to one vote for each Unit owned when voting by number, and one vote, the value of which shall equal the total of the percentage of value allocated to the Unit owned by such Co-owner as set forth in Article 5 of the Master Deed, when voting by value. Voting shall be by value except in those instances when voting is specifically required to be both in value and in number.

Section 8.2 Eligibility to Vote. Co-owners are entitled to vote at any meeting of the members of the Association on matters which members are entitled to vote under the law. However, the Co-owners rights to vote for the election of persons to serve as Directors on the Board of Directors is subject to the terms of Section I 0.2 below.

No Co-owner, other than the Developer, shall be entitled to vote at any meeting of the Association until they have presented evidence of ownership of a Unit in the Condominium to the Association. The vote of each Co-owner may be cast only by the individual representative designated by such Co-owner in the notice required in Section 8.3 below or by a proxy given by such individual representative. At a meeting of the members, the Developer shall be entitled to one vote for each Unit which it owns.

Section 8.3 Designation of Voting Representative. Each Co-owner shalJ file a written notice with the Association designating the individual representative who shall vote at meetings of the

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Association and receive all notices and other communications from the Association on behalf of such Coowner. If more than one person owns a Unit, or the Unit is leased or being sold by land contract, all of the record owners of the Unit shall sign and file with the Secretary of the Association a certificate designating the person entitled to cast the vote for the Unit and to receive all notices and other communications from the Association. Such certificate shall state the name and address of the individual representative designated, the number or numbers of the Unit or Units owned by the Co-owner, and the name and address of each person, firm, corporation, partnership, association, trust or other entity who is the Coowner. Such certificate shall be signed and dated by the Co-owner. The individual representative designated may be changed by the Co-owner at any time by filing a new certificate in the manner herein provided. All certificates shall be valid until revoked or until superseded by a subsequent certificate, or until a change occurs in the record ownership of the Unit. The Developer shall at any meeting, be entitled to cast a vote on behalf of each Unit it owns without submitting any proof of ownership.

Section 8.4 Quorum. The presence in person or by proxy of 25% of the Co-owners qualified to vote shall constitute a quorum for holding a meeting of the members of the Association, except for voting on questions specifically required by the Condominium Documents to require a greater quorum. The written vote of any person furnished at or prior to any duly called meeting at which meeting said person is not otherwise present in person or by proxy shall be counted in determining the presence of a quorum with respect to the question upon which the vote is cast.

Section 8.5 Voting. Votes may be cast only in person or by a writing duly signed by the designated voting representative not present at a given meeting in person or by proxy. Proxies and any written votes must be filed with the Secretary of the Association at or before the appointed time of each meeting of the members of the Association. Cumulative voting shall not be permitted.

Section 8.6 Majority. A majority, except where otherwise provided herein, shall consist of more than 50% of those qualified to vote and present in person or by proxy (or written vote, if applicable) at a given meeting of the members of the Association. Whenever provided specifically herein, a majority may be required to exceed the simple majority hereinabove set forth and may require such majority to be one of both number and value of designated voting representatives present in person or by proxy, or by written vote, if applicable, at a given meeting of the members of the Association.

ARTICLE9

MEETINGS

Section 9.1 Place of Meeting. Meetings of the Association shall be held at the Community Building or at such other suitable place convenient to the Co-owners as may be designated by the Board of Directors. Meetings of the Association shall be conducted in accordance with Roberts Rules of Order or some other generally recognized manual of parliamentary procedure, when not otherwise in conflict with the Condominium Documents ( as defined in the Master Deed) or the laws of the State of Michigan.

Section 9.2 Annual Meetings. Annual meetings of members of the Association shall be held at such time and place as shall be determined by the Board of Directors. At such meetings there shall be elected by ballot of the Co-owners a Board of Directors in accordance with the requirements of Article 10 belows. The Co-owners may also transact at annual meetings such other business of the Association as may properly come before them.

Section 9 .3 Special Meetings. It shall be the duty of the President to call a special meeting of the Co-owners as directed by resolution of the Board of Directors or upon a petition signed by one-third (½) of the Co-owners presented to the Secretary of the Association. Notice of any special meeting shall

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state the time and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 9.4 Notice of Meetings. It shall be the duty of the Secretary (or other Association officer in the Secretary's absence) to serve a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each Co-owner of record, at least 10 days but not more than 60 days prior to such meeting. The mailing, postage prepaid, of a notice to the representative of each Co-owner at the address shown in the notice required to be tiled with the Association by Section 8.3 above shall be deemed notice served. Any member may, by written waiver of notice signed by such member, waive such notice, and such waiver, when filed in the records of the Association, shall be deemed due notice.

Section 9.5 Adjournment. If any meeting of Co-owners cannot be held because a quorum is not in attendance, the Co-owners who are present may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.

Section 9 .6 Order of Business. The order of business at all meetings of the members shall be as follows: (i) roll call to determine the voting power represented at the meeting; (ii) proof of notice of meeting or waiver of notice; (iii) reading of minutes of preceding meeting; (iv) reports of officers; (v) reports of committees; (vi) appointment of inspectors of election (at annual meetings or special meetings held for the purpose of electing Directors or officers); (vii) election of Directors (at annual meetings or special meetings held for such purpose); (viii) unfinished business; and (ix) new business. Meetings of members shall be chaired by the most senior officer of the Association present at such meeting. For purposes of this Section 9.6, the order of seniority of officers shall be President, Vice President, Secretary and Treasurer.

Section 9.7 Action Without Meeting. Any action which may be taken at a meeting of the members ( except for the election or removal of Directors) may be taken without a meeting by written ballot of the members. Ballots shall be solicited in the same manner as provided in Section 9.4 above for the giving of notice of meetings of members. Such solicitations shall specify (i) the number of responses needed to meet the quorum requirements; (ii) the percentage of approvals necessary to approve the action; and (iii) the time by which ballots must be received in order to be counted. The form of written ballot shall afford an opportunity to specify a choice between approval and disapproval of each matter and shall provide that, where the member specifies a choice, the vote shall be cast in accordance therewith. Approval by written ballot shall be constituted by receipt, within the time period specified in the solicitation, of (i) a number of ballots which equals or exceeds the quorum which would be required if the action were taken at a meeting; and (ii) a number of approvals which equals or exceeds the number of votes which would be required for approval if the action were taken at a meeting at which the total number of votes cast was the same as the total number of ballots cast.

Section 9 .8 Consent of Absentees. The transactions at any meeting of members, either annual or special, however called and noticed, shall be as valid as though made at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy; and if, either before or after the meeting, each of the members not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 9.9 Minutes; Presumption of Notice. Minutes or a similar record of the proceedings of meetings of members, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters set forth therein. A recitation in the minutes of any such meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.


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ARTICLE 10

BOARD OF DIRECTORS

Section 10.1 Number and Qualification of Directors. The business and affairs of the Association shall be managed by a Board of Directors. The Board of Directors is comprised of five members, but may be reduced to three members by vote of the Co-owners. All Directors must be members of the Association or officers, partners, trustees, employees, representatives or agents of members of the Association or of the Developer. Directors shall serve without compensation.

Section 10.2 Election of Directors.

(a) Election of Directors. The non-Developer Co-owners shall elect all Directors on the Board.

(b) Term of Office. The Directors shall serve for a term of two years, or until their death, resignation or removal or the election and appointment of their successor. Each year, at the annual meeting of the members, the Co-owners shall elect persons to serve as Directors. The Directors shall be elected by a plurality of the votes cast by the Co-owners.

Section 10.3 Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all acts and things as are not prohibited by the Condominium Documents or required thereby to be exercised and done by the Coowners.

Section 10.4 Other Duties. In addition to the foregoing duties imposed by these Bylaws or any further duties which may be imposed by resolution of the members of the Association, the Board of Directors powers and duties shall include, but not be limited to, the power and duty:

(a) To manage and administer the affairs of and to maintain the Condominium and the Common Elements thereof.

(b) To levy and collect assessments from the members of the Association and to use the proceeds thereof for the purposes of the Association, it is expressly understood that the Association may from time to time convey portions of the property underlying the General Common Elements which, in the opinion of the Board of Directors, are not necessary or desirable for the Condominium.

( c) To carry insurance and collect and allocate the proceeds thereof.

( d) To restore, repair or rebuild the Condominium, or any portion thereof, after the occurrence of a casualty, and to negotiate on behalf of all Co-owners in connection with any taking of the Condominium Premises, or any portion thereof, by eminent domain.

( e) To contract for and employ persons, firms, corporations or other agents to assist in the management, operation, maintenance and administration of the Condominium.

(f) To acquire, maintain and improve; and to buy, operate, manage, sell, convey, assign, mortgage or lease any real or personal property (including any Unit and easements, rights-of-way and licenses) on behalf of the Association in furtherance of any of the purposes of the Association.

(g) To borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Association, and to secure the same by mortgage, pledge, or other lien on


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property owned by the Association; provided, however, that any such action shall also be approved by affirmative vote of 75% of all of the members of the Association.

(h) To make rules and regulations permitted by the Master Deed and these Bylaws.

(i) To establish such committees as it deems necessary, convenient or desirable and to appoint persons thereto for the purpose of implementing the administration of the Condominium and to delegate to such committees any functions or responsibilities which are not by law or the Condominium Documents required to be performed by the Board.

(j) To enforce the provisions of the Condominium Documents.

Section 10.5 Management Agent. The Board of Directors may employ for the Association a professional management agent (which may include the Developer or any person or entity related thereto) at reasonable compensation established by the Board to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in Section I 0.3 and Section 10.4 above, and the Board may delegate to such management agent any other duties or powers which are not by law or by the Condominium Documents required to be performed by or have the approval of the Board of Directors or the members of the Association. A service contract which exists between the Association and the Developer or affiliates of the Developer and a management contract with the Developer or affiliates of the Developer is voidable by the Board of Directors of the Association on 30 days' notice at any time for cause.

Section 10.6 Vacancies. Vacancies in the Board of Directors caused by any reason shall be filled by majority vote of the remaining Directors, even though the remaining Directors may constitute less than a quorum. Each person so elected shall serve as Director until a successor is elected by majority vote of the Co-owners at the next annual meeting of the Co-owners to serve for the remainder of the term of the Director who is being replaced ( or for a full term if the term of the Director who is being replaced would have expired at the time of such annual meeting).

Section 10.7 Removal. A Director may be removed at any time, with or without cause, by majority vote of the Co-owners at any regular or special meeting of the Co-owners at which a majority of the non-Developer Co-owners are present.

Section 10.8 Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Directors, but at least one such meeting shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director personally, by mail, telephone or telegraph, at least 10 days prior to the date named for such meeting.

Section 10.9 Special Meetings. Special meetings of the Board of Directors may be called by the President or by two Directors on 3 days' notice to each Director given personally, by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting.

Section 10.10 Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meetings of the Board shall be deemed a waiver of notice by them of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 10.11 Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors


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present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting to a subsequent time upon 24 hours' prior written notice delivered to all Directors not present. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof, shall constitute the presence of such Director for purposes of determining a quorum.

ARTICLE 11

OFFICERS

Section 11.1 Officers. The principal officers of the Association shall be a President, who shall be a member of the Board of Directors, a Vice President, a Secretary and a Treasurer. The Directors may appoint an Assistant Treasurer, and an Assistant Secretary, and such other officers as in their judgment may be necessary. Any two offices except that of President and Vice President may be held by one person.

(a) President. The President shall be the chief executive officer of the Association. The President shal 1 preside at all meetings of the Association and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of the President of an association, including, but not limited to, the power to appoint committees from among the members of the Association from time to time as the President may in their discretion deem appropriate to assist in the conduct of the affairs of the Association.

(b) Vice President. The Vice President shall take the place of the President and perform the President's duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, then the Board of Directors shall appoint some other member of the Board to so do on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon the Vice President by the Board of Directors.

( c) Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association. The Secretary shall have charge of the corporate seal, if any, and of such books and papers as the Board of Directors may direct. The Secretary shall, in general, perform all duties iricident to the office of the Secretary.

( d) Treasurer. The Treasurer shall have responsibility for the Association's funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, and in such depositories as may, from time to time, be designated by the Board of Directors.

Section 11.2 Election. The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.

Section 11.3 Removal. Upon affirmative vote of a majority of the members of the Board of Directors, any officer may be removed either with or without cause, and their successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose. No such removal action may be taken, however, unless the matter shall have been included in the notice of such meeting. The officer who is proposed to be removed shall be given an opportunity to be heard at the meeting.


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Section 11.4 Duties. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.

ARTICLE 12

LEASES

Section 12.1 Notice of Lease. A Co-owner, excluding the Developer, desiring to rent or lease a Unit shall disclose that fact in writing to the Association at least 10 days before presenting a lease or otherwise agreeing to grant possession of a Unit to potential lessees or occupants, and, at the same time, shall supply the Association with a copy of the exact written lease for its review for its compliance with the Condominium Documents. A written lease is required to be used and shall contain all agreed upon terms for the rental of the Unit. The lease shall provide for a minimal term of at least 12 months. The lease shall not be executed until it has been reviewed and approved by the Association. A copy of the executed lease shall be provided to the Association by the Co-owner who is leasing the Unit.

Section 12.2 Compliance with Condominium Documents. Tenants or non-Co-owner occupants shall comply with all of the conditions of the Condominium Documents and all leases shall so state.

Section 12.3 Failure to Comply with Condominium Documents. If the Association determines that the tenant or non-Co-owner occupant has failed to comply with the conditions of the Condominium Documents, the Association shall take the following action:

(a) Notice. The Association shall notify the Co-owner by certified mail, advising of the alleged violation by the tenant. The Co-owner shall have 15 days after receipt of the notice to investigate and correct the alleged breach by the tenant or advise the Association that a violation has not occurred.

(b) Eviction. If, after 15 days, the Association believes that the alleged breach is not cured or may be repeated, it may institute an action for both eviction against the tenant or non-Co-owner occupant and, simultaneously, for money damages against the Co-owner and tenant or non-Co-owner occupant for breach of the conditions of the Condominium Documents. The relief provided for in this Section l 2.3(b) may be by summary proceeding. The Association may hold both the tenant and the Coowner liable for any damages to the General Common Elements caused by the Co-owner or tenant in connection with the Unit or Condominium.

Section 12.4 Arrearage in Assessments. When a Co-owner is in arrearage to the Association for assessments, the Association may give written notice of the arrearage to the tenant occupying a Coowner's Unit under a lease, and the tenant, after receiving the notice, shall deduct from rental payments due the Co-owner the arrearage and future assessments as they fall due and pay them to the Association. The deduction does not constitute a breach of the lease by the tenant. If the tenant, after being notified, fails or refuses to remit rent otherwise due the Co-owner to the Association, then the Association may do the following:

(a) Issue a statutory notice to quit for non-payment of rent to the tenant and shall have the right to enforce that notice by summary proceeding;

(b) Initiate proceedings pursuant to Section 12.3(b) above.

Section 12.5 Developer Owned Units. The provisions of this Article 12 shall not apply to Units owned by the Developer.

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ARTICLE 13

The Association may (but need not) have a seal. If the Board determines that the Association shall have a seal, then it shall have inscribed thereon the name of the Association, the words "corporate seal", and "Michigan".

ARTICLE 14

FINANCE

Section 14.1 Records. The Association shall keep detailed books of account showing all expenditures and receipts of administration, and which shall specify the maintenance and repair expenses of the Common Elements and any other expenses incurred by or on behalf of the Association and the Coowners. Such accounts and all other Association records shall be open for inspection by the Co-owners and their mortgagees during reasonable working hours. The Association sha1l prepare and distribute to each Co-owner at least once a year a financial statement, the contents of which shall be defined by the Association. The books of account shall be audited at least annually by qualified independent auditors; provided, however, that such auditors need not be certified public accountants nor does such audit need to be a certified audit. Any institutional holder of a first mortgage lien on any Unit shall be entitled to receive a copy of such annual audited financial statement within 90 days following the end of the Association's fiscal year upon request therefor. The costs of any such audit and any accounting expenses shall be expenses of administration.

Section 14.2 Fiscal Year. The fiscal year of the Association shall be an annual period commencing on such date as may be initially determined by the Directors. The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause.

Section 14.3 Funds of the Association shalt be initially deposited in such bank or savings association as may be designated by the Directors and shall be withdrawn only upon the check or order of such officers, employees or agents as are designated by resolution of the Board of Directors from time to time. The funds may be invested from time to time in accounts or deposit certificates of such bank or savings association as are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation and may also be invested in interest-bearing obligations of the United States Government.

ARTICLE 15

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Every Director and officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon them in connection with any proceeding to which they may be a party or in which they may become involved by reason of their being or having been a Director or officer of the Association, whether or not they are a Director or officer at the time such expenses are incurred, except in such cases wherein the Director or officer is adjudged guilty of willful or wanton misconduct or gross negligence in the performance of their duties; provided that, in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the Director or officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all

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other rights to which such Director or officer may be entitled. At least 10 days prior to payment of any indemnification which it has approved, the Board of Directors shall notify all Co-owners thereof. Further, the Board of Directors is authorized to carry officers' and directors' liability insurance covering acts of the officers and Directors of the Association in such amounts as it shall deem appropriate.

ARTICLE 16

AMENDMENTS

Section 16.1 Amendment. These Bylaws may be amended pursuant to the procedures described in the Master Deed for amending any of the Condominium Documents, including the right of the Developer and the Association to amend, without the consent of the Association, if the amendment does not materially alter or change the rights of a Co-owners or mortgagee.

Section 16.2 When Effective. Any amendment to these Bylaws shall become effective upon recording of such amendment in the office of the Kalamazoo County Register of Deeds.

Section 16.3 Binding. A copy of each amendment to the Bylaws shall be furnished to every member of the Association after adoption; provided, however, that any amendment to these Bylaws that is adopted in accordance with this Article 16 shall be binding upon all persons who have an interest in the Condominium irrespective of whether such persons actually receive a copy of the amendment.

ARTICLE 17

COMPLIANCE

The Association and all present or future Co-owners, tenants, future tenants, or any other persons or occupants acquiring an interest in or using the facilities of the Condominium in any manner are subject to and shall comply with the Act, as amended, the Master Deed, these Bylaws, the Articles of Incorporation and any rules and regulations adopted by the Association, and the mere acquisition, occupancy or rental of any Unit or an interest therein or the utilization of or entry upon the Condominium Premises shall signify that the Condominium Documents are accepted and ratified. In the event the Condominium Documents conflict with the provisions of the Act, the Act shall govern.

ARTICLE 18

COMPLIANCE

All terms used herein shall have the same meaning as set forth in the Master Deed to which these Bylaws are attached as an Exhibit or as set forth in the Act.

ARTICLE 19

REMEDIES FOR DEFAULT

Any default by a Co-owner shall entitle the Association or another Co-owner or Coowners to the following relief:

Section 19.1 Legal Action. Failure to comply with any of the terms or prov1s1ons of the Condominium Documents shall be grounds for relief, which may include, without intending to limit the same, an action to recover sums due for damages, injunctive relief, foreclosure of lien (if default in

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payment of assessment) or any combination thereof, and such relief may be sought by the Association or, if appropriate, by an aggrieved Co-owner or Co-owners.

Section 19 .2 Recovery of Costs. In any proceeding arising because of an alleged default by any Co-owner, the Association, if successful, shal1 be entitled to recover the costs of the proceeding and such reasonable attorneys' fees (not limited to statutory fees) as may be determined by the court, but in no event shall any Co-owner be entitled to recover such attorneys' fees.

Section 19.3 Removal and Abatement. The violation of any of the prov1s1ons of the Condominium Documents shall also give the Association or its duly authorized agents the right, in addition to the rights set forth above, to enter upon the Common Elements, Limited or General, or into any Unit, where reasonably necessary, and summarily remove and abate, at the expense of the Co-owner in violation, any structure, thing or condition existing or maintained contrary to the provisions of the Condominium Documents. The Association shall have no liability to any Co-owner arising out of the exercise of its removal and abatement power authorized herein.

Section 19.4 Assessment of Fines. The violation of any of the provisions of the Condominium Documents by any Co-owner shall be grounds for assessment by the Association, acting through its duly constituted Board of Directors, of monetary fines for such violations. No fine may be assessed unless in accordance with the provisions of Article 20 below.

Section 19.5 Non-waiver of Right. The failure of the Association or of any Co-owner to enforce any right, provision, covenant or condition which may be granted by the Condominium Documents shall not constitute a waiver of the right of the Association or of any such Co-owner to enforce such right, provision, covenant or condition in the future.

Section 19.6 Cumulative Rights, Remedies and Privileges. All rights, remedies and privileges granted to the Association or any Co-owner or Co-owners pursuant to any terms, provisions, covenants or conditions of the aforesaid Condominium Documents shall be deemed to be cumulative and the exercise of any one or more shall not be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other and additional rights, remedies or privileges as may be available to such party at law or in equity.

Section 19.7 Enforcement of Provisions of Condominium Documents. A Co-owner may maintain an action against the Association and its officers and Directors to compel such persons to enforce the terms and provisions of the Condominium Documents. A Co-owner may maintain an action against any other Co-owner for injunctive relief or for damages or any combination thereof for noncompliance with the terms and provisions of the Condominium Documents or the Act.

ARTICLE20

ASSESSMENT OF FINES

Section 20.1 General. The violation by any Co-owner, occupant or guest of any provisions of the Condominium Documents including any duly adopted rules and regulations shall be grounds for assessment by the Association, acting through its duly constituted Board of Directors, of monetary fines against the involved Co-owner. Such Co-owner shall be deemed responsible for such violations whether they occur as a result of their personal actions or the actions of their family, guests, tenants or any other person admitted through such Co-owner to the Condominium Premises.

Section 20.2 Procedures. Upon any such violation being alleged by the Board, the following procedures will be followed:

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(a) Notice. Notice of the violation, including the Condominium Document provision violated, together with a description of the factual nature of the alleged offense set forth with such reasonable specificity as will place the Co-owner on notice as to the violation, shall be sent by first class mail, postage prepaid, or personally delivered to the representative of said Co-owner at the address as shown in the notice required to be filed with the Association pursuant to Section 8.3 above.

(b) Opportunity to Defend. The offending Co-owner shall have an opportunity to appear before the Board and offer evidence in defense of the alleged violation. The appearance before the Board shall be at its next scheduled meeting but in no event shall the Co-owner be required to appear less than IO days from the date of the Notice. The offending Co-owner may, at their option, elect to forego the appearance as provided herein by delivery of a written response to the Board.

(c) Default. Failure to respond to the Notice of Violation constitutes a default.

( d) Hearing and Decision. Upon appearance by the Co-owner before the Board and presentation of evidence of defense, or, in the event of the Co-owner's default, the Board shall, by majority vote of a quorum of the Board, decide whether a violation has occurred. The Board's decision is final.

Section 20.3 Amounts. Upon violation of any of the prov1s1ons of the Condominium Documents and after default of the offending Co-owner or upon the decision of the Board as recited above, the following fines shall be levied:

(a) First Violation. No fine shall be levied.

(b) Second Violation. $50.00 fine.

( c) Third and Subsequent Violations. Fine to be established by the Association.

Section 20.4 Collection. The fines levied pursuant to Section 20.3 above shall be assessed against the Co-owner and shall be due and payable together with the regular Condominium assessment on the first of the next following month. Failure to pay the fine will subject the Co-owner to all liabilities set forth in the Condominium Documents including, without limitation, those described in Article 2 and Article 20 above.

Section 20.5 Developer Exempt From Fines. The Association shall not be entitled to assess fines against the Developer during the Development and Sales Period for any alleged violations of the Condominium Documents but shall be remitted solely to its other legal remedies for redress of such alleged violations.

ARTICLE 21

RIGHTS RESERVED TO DEVELOPER

Any or all of the rights and powers granted or reserved to the Developer in the Condominium Documents or by law, including the right and power to approve or disapprove any act, use, or proposed action or any other matter or thing, may be assigned by it to any other entity or to the Association. Any such assignment or transfer shall be made by appropriate instrument in writing in which the assignee or transferee shall join for the purpose of evidencing its acceptance of such powers and rights and such assignee or transferee shall thereupon have the same rights and powers as herein given and reserved to the Developer. Any rights and powers reserved or granted to the Developer or its successors shall terminate, if not sooner assigned to the Association, at the conclusion of the Development and Sales

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Period as defined in Article 3 of the Master Deed. The immediately preceding sentence dealing with the termination of certain rights and powers granted or reserved to the Developer is intended to apply, insofar as the Developer is concerned, only to the Developer's rights to approve and control the administration of the Condominium and shall not, under any circumstances, be construed to apply to or cause the termination of any real property rights granted or reserved to the Developer or its successors and assigns in the Master Deed or elsewhere (including, but not limited to, access easements, utility easements and all other easements created and reserved in such documents which shall not be terminable in any manner hereunder and which shall be governed only in accordance with the terms of their creation or reservation and not hereby).

ARTICLE22

SEVERABILITY

In the event that any of the terms, provisions or covenants of these Bylaws or the Condominium Documents are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify or impair in any manner whatsoever any of the other terms, provisions or covenants of such documents or the remaining portions of any terms, provisions or covenants held to be partially invalid or unenforceable.

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