Protective covenants, conditions and restrictions for the
Bentalit Village Subdivision



KNOW ALL MEN BY THESE PRESENTS, that whereas the undersigned are the sole owners of properties comprising the Bentalit Village Subdivision and

WHEREAS, the undersigned desire to assure the continued development of the Bentalit
Village Subdivision on a high level for the benefit of the future property owners and, for protection of property values therein, do desire to place on and against certain real property within the Bentalit Village Subdivision certain protective covenants regarding the improvements and/or use of the same;

NOW,THEREFORE, the undersigned do hereby establish and record the following declarations, reservations, protective covenants, limitations, conditions, restrictions, and provisions regarding the use and/or improvements of the property located in Bentalit Village Subdivision as show on Plat# ___________________________,          dated_______________________, Talkeetna  Recording District, Third  Judicial District, State of Alaska.

NOW THEREFORE, it is hereby declared that all of the Subject Property above shall be held, sold and conveyed subject to the following covenants, conditions and restrictions, which are for the purpose of protecting the value and desirability of, and which shall run with, the real property and be binding on and inure to the benefit of all parties having any right, title or interest in the Subject Property or any part thereof, including their legal representatives, heirs, successors and assigns.

GENERAL PROVISIONS

TERM

These covenants are to run with the land and shall be binding on all parties and all persons claiming under them for a period of twenty-five (25) years from the date these covenants are recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless an instrument signed by a majority of the then owners of the lots has been recorded, agreeing to change said covenants in whole or in part.  The purchase of any lot in this subdivision shall constitute an agreement on the part of such purchaser to be bound by these protective covenants in their entirety and to abide by the same.
ENFORCEMENT

Enforcement shall be by proceedings at law or in equity against any person or person violating or attempting to violate said covenants by any affected person, including any owner, either to restrain violation or to recover damages.  Failure by any owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.  Suit to enforce the provisions may be brought by the Bentalit Village Subdivision Homeowners Association, or by any individual or individuals aggrieved by a violation of these provisions.
USE

No lot shall ever be used in a fashion which unreasonably interferes with the other lot owners' right to the use and enjoyment of their respective properties.  The Board of Directors of the Homeowners Association shall determine whether any given use of a lot unreasonably interferes with those rights and such determination shall be conclusive.




LOT USAGE

All lots shall be used for occasional or permanent residential or recreational purposes only and shall not interfere in any manner with the use of other lots in the Bentalit Village Subdivision, except for Lot Five (5), Block Two (2) and Lot Ten (10) Block Two (2) on which a lodging operation is permitted.  Natural vegetation and contours of any lot or property shall not be disturbed except as reasonably necessary for the esthetic development of the property.  Clearing for defensible fire space protection, building sites, lawns, driveways, gardens and aircraft and/or boat parking is permitted.  No lot shall be re-subdivided, split or broken up in part or parcel  or recombined into larger lots for sale or resale, lease, or rent.



SEVERABILITY

Invalidation of any one of these covenants by judgment of court order shall in no way affect any of the other provisions which shall remain in full force and effect.






HOMEOWNER'S ASSOCIATION


MANDATORY MEMBERSHIP


A Homeowners' Association is hereby established to provide for the operation and maintenance of  the subdivision, as is appropriate.  Said Association shall be responsible for providing such services as are otherwise not available through the State, a political subdivision or by private contractual arrangement or such services as are authorized by the Association.  Such services may include, but are not limited to the following:  snow removal:  street improvement or repairs; enforcement of conditions, covenants and restrictions applicable to the subdivision; subdivision improvements;  enforcement of safety conditions as may be authorized by the Association;  and any other services so authorized by the Association.  Every purchaser, his heirs, assigns, and successors in the ownership of lots in this subdivision agrees as a condition of purchase that he is automatically a member of the Homeowners Association.  All lot owners shall abide by the policies now set and as later amended by a majority decision of the membership of the Association.  They will support such policies and will pay such assessments as may from time to time be levied.  The Homeowners Association shall be operated by the undersigned until such time as the undersigned choose to relinquish control to the membership or July 1, 2007, whichever first occurs, at which time the Association shall be activated and there will be an election of directors and officers, and dues will be established and levied as determined by the Board of Directors.  The Homeowner Association will be named Bentalit Village Homeowners Association .

VOTING RIGHTS

The Association shall have one class of voting rights.  Each lot owner, whether such owner is an entity, person or more than one person, shall be entitled to one vote and only one vote for each lot owned, regardless of the number of individuals or entitles jointly owning each lot.  Where more than one person or entity holds an interest in any lot, such persons or entitles shall decide among themselves how the vote for such lots shall be exercised and by whom.  Eligible votes may be cast on all matters that may come before a meeting of the Association.



CREATION OF LIEN AND PERSONAL OBLIGATIONS FOR ASSESSMENTS

Lot owners for each lot owned within the subdivision hereby covenant, and each owner of any lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and  agree to pay the Association:  (1) Annual assessments or charges, and (2) Special assessments for capital improvements, such assessments to be established and collected as hereinafter provided.

CONVEYANCE AND SUBORDINATION   

The association shall have the power to assess fees to the lot owners to achieve the objectives of the Homeowners' Association.  The lien of the assessments provided  for herein shall be subordinate to the lien of any mortgage.  Sale or transfer of any lot shall not effect the lien.  However, the sale or transfer of any lot pursuant to mortgage foreclosure, or any proceeding in lien thereof, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer.  No sale or transfer shall relieve such lot from liability for any assessment or installment thereof thereafter becoming due or from the lien thereof.

PURPOSE OF ASSESSMENTS

The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, enjoyment and welfare of the owners, including the enforcement of these covenants, conditions and restrictions, and for the improvement and maintenance of roads and property. 

EFFECT OF NONPAYMENT ASSESSMENT, REMEDIES OF THE ASSOCIATION

Any assessment not paid within thirty (30) days after the due date as established by the Board of Directors shall bear interest from the due date at the rate of TEN AND ONE-HALF PERCENT (10 ½) per annum.  The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property.  No Owner may waive or otherwise escape liability for the assessment provided for herein by non-use or abandonment of his lot.

NUISANCES

No noxious or offensive activity shall be carried on upon such lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood.  No trade or business of an offensive nature shall be permitted upon any lot nor shall any trade or business requiring a license or permit  for hunting, fishing or outfitting be permitted on any lot unless such trade or business is located on Lot  Five (5), Block Two (2) or Lot Ten (10) Block Two (2).

ANIMALS

No animals, livestock or poultry may be raised, bred or kept on any lot for commercial purpose.  A maximum of two dogs may be kept on any lot or tract.  No animal may be kept or housed closer than 25 feet to any lot line unless within the principal residence.  No vicious animal may be kept on the premises.  All animals must be confined to the premises at all times except when under the direct physical control of the owner.  No animal may be kept unless the reasonable expectation of other occupants and owners to peace, quiet and a sanitary environment is maintained, so that no other occupants or owners of properties within the subdivision are subjected to unsightly premises or to noises or odors.  Any person who fails to keep an animal in accordance with those covenants more than 10 days after written notice from an affected owner protected under these covenants shall immediately remove the offending animal and may not keep that or a similar animal on the premises for a period of 12 months.




INDEMINIFICATION


The subdividers, their agents, employees, successors, and assigns  shall be held harmless from all claims, damages, liabilities and losses arising out of or as a result of the planning, management, design, construction and/or installation of any aspect of the subdivision as provided for in this document.


PRIVATE AIRSTRIP

The Airstrip shown on Plat #____________________   as Tract  A is owned by Bentalit Village Homeowners Association..   The Board of Directors of the Bentalit Village Homeowners Association, will set policy governing the usage, maintenance, landing fees, insurance and all other aspects of the runway.  The Tract  A will be continued as an active aircraft take off/landing area in perpetuity.


SECURITY AND INSURANCE

The Board of Directors of the Association will set policy on all matters of security and insurance.






BUILDING SIZE AND VALUE


TEMPORARY STRUCTURES
 
No structure of a temporary character, trailer, basement, tent, shack, garage, barn, or other outbuilding, shall be used on any lot as a permanent residence.

GARBAGE AND REFUSE DISPOSAL

No lot shall be used or maintained as a dumping ground for rubbish.  Trash, garbage or other waste shall not be kept except in sanitary containers or burn pits.  All incinerators, burn pits, or other equipment for the storage or disposal of such material shall be kept in a clean and sanitary conditions.

SEWAGE DISPOSAL

No individual sewage-disposal system shall be permitted on any lot unless such system is designed, located and constructed in accordance with the requirement, standards and recommendation of the DEC (Department of Environmental Conservation).

DWELLING QUALITY AND SIZE

No dwelling shall be permitted on any lot of less than three hundred twenty (320) square feet.  All outbuildings, garages, storage buildings, shall be of the same quality and workmanship as the recreational/residential dwelling. All buildings or structures in the subdivision shall be built in compliance with applicable building codes and any other applicable regulations of any governmental entity having regulatory control of such functions.

BUILDING LOCATIONS

No buildings shall be located on any lot nearer than 75 feet of any shoreline of any lake.  No building shall be located nearer than ten (10) feet to any interior lot line.  No sewage disposal system of whatever kind, shall be located nearer any water course or shoreline than one-hundred (100) feet.   For the purpose of the covenant, eaves, steps, and open porches  shall not be considered as part of a building, provided, however, that this shall not be construed to permit any portion of a building on a lot to encroach upon another lot.  No building shall be located nearer than 30 feet of the edge of  Tract A nor in the approach zone to Tract A (the runway), nor on any easement designated for trails.

SEWER AND WATER

Sewer and water installations shall in all cases meet or exceed minimum requirements of governmental entities having regulatory control of same, and as required, shall be approved by such entity.


RESERVATION OF RIGHT TO ADD PROPERTY

Tom B. Brion or William F. Brion, their heirs, assigns or agents reserve the right to add property to the subdivision and the owners of lots thereby created will become members of Bentalit Village Homeowners,  with full voting rights and membership privileges.


                                                                       
BY-LAWS OF BENTALIT VILLAGE HOMEOWNERS ASSOCIATION

ARTICLE I

NAME AND PLACE

SECTION 1

The Project:  The provisions of these BY-Laws are applicable to the lots in the project known as Bentalit Village Subdivision, consisting of that certain parcel of land and all improvements situated thereon, located in the state of Alaska, and more particularly described as follows:

        Legal description goes here.

SECTION 2

The Association:  The name of the Association is Bentalit Village Homeowners' Association,  hereinafter referred to as the "Association", organized as a non profit corporation  under the laws of the State of Alaska, and whose membership shall be comprised of all owners of lots within any phase of the project, or within any additions or annexations thereto.

SECTION 3

Applicability of By-Laws:  The provisions of these By-Laws are applicable to all phases of the project, and any additions and annexations thereto.  All present and future owners of any lot in the project, and other persons who at any time shall use any part of the project, are subject to these By-Laws.  The mere acquisition, lease, rental or occupancy of any of the lots of the project shall signify that these By-Laws are accepted and ratified, and compliance with such By-Laws shall be undertaken.


ARTICLE II

DEFINITIONS

SECTION 1

Project.  The project shall mean Bentalit Village Subdivision as described and established in the certain Declaration dated, _____________, and recorded in Book _____, at Page ______, in the Records of the Palmer Recording District, Third Judicial District, State of Alaska, and such additional properties as set forth in the Declaration.

SECTION 2

Association.  The Association shall mean and refer to the Bentalit Village Homeowners Association,  its successor and assigns.
SECTION 3

Common Area.  The common area shall mean all real property now or hereafter owned by the Association for the common use and enjoyment of the owners, whether or not said real property is actually owned by the Association; the criteria being that its use will benefit the Owners in common and will be available for the use of all Owners.
SECTION 4

Lot. Lot, as used herein, shall mean the individual parcel of land within the project, as described and numbered on subdivision plats filed, or to be filed, and recorded in the Palmer Recording District, State of Alaska, pertaining to land within the project, including all improvements thereon and such other additional properties as set forth in the Declaration, but not including any part of the common area or other tracted areas.

SECTION 5

Owner.  Owner shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any lot which is part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.  Owner shall further include one or more persons or entities who are purchasing pursuant to an installment or land sales contract and who will not be entitled to receive fee simple title of record until they have performed the terms of said installment or land sales contract (hereinafter referred to as "land sale contract" and/or "land sale contract purchaser").

SECTION 6

Declaration. The Declaration shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the project, and recorded in the Palmer Recording District, Third Judicial District, State of Alaska:  the Declaration shall mean and include the Declaration dated __________ and filed for record in Book ____ , at Page ______, records of the Palmer Recording District, Third Judicial District, State of Alaska, as it may from time to time be amended.

SECTION 7

Member.   Member shall mean and refer to those persons entitled to membership as provided Article III, Section 1.

SECTION 8

Mortgage and Deed of Trust.  Mortgage and Deed of Trust as used herein, shall be deemed to be equivalent, and the use of one such term shall where the sense requires be deemed to also mean the other, both meaning a real property security interest in one or more lots located within the project.

ARTICLE III

MEETINGS OF MEMBERS

SECTION 1

Membership.   All owners of lots within the project shall constitute the Association of Owners, here called the Association.  The owner of any lot shall automatically become a member of the Association and shall remain a member thereof until such time as his ownership of such lot ceases for any reason;  provided, however, that to such extent and for such purposes, including the exercise of voting rights, as shall be provided by agreement of sale of any lot and which is filed with the Board of Directors of the Association, the purchaser of such lot shall be deemed to be the owner thereof.  Each owner of a lot in the Bentalit Village Subdivision, shall be entitled thereby to the non severable use and enjoyment of the common areas and facilities of the development, subject to rules and regulations governing the use and enjoyment thereof, as are set out herein and in the Declaration establishing the subdivision or as may otherwise by provided by the Board of Directors of the Association.
SECTION 2

Notice of Mortgages.  Upon special request for notice of the meeting of members, or the Board of Officers/Directors, of the Association, the holder of any duly recorded mortgage against any lot shall be entitled to receive a copy of any and all notices permitted or required to be given to members, in order that the holder of any mortgage requesting such notice may receive such notices sent to the members from and after receipt by the Association of such request, until such request is withdrawn, or said mortgage is discharged of record.

SECTION 3

Failure of Notice.  If notice is given pursuant to the provisions of this article, the failure of any member, or mortgagee, to receive actual notice of the meeting shall in no way invalidate the meeting or any proceedings thereat.
a. The failure of any member of the Association to inform the Secretary as their correct name and address to be used for the service of notice of meetings, shall constitute a waiver of all notice requirements of these By-Laws, and any meetings of the Board or members of the Association held during the continuance of such failure, shall be valid notwithstanding the lack of notice of such meetings to any such member.

b. The presence of a member, in person or by proxy, at any meeting of the Board, or of the Association membership, shall constitute a waiver of any other notice of the meeting, unless such member shall at the opening of such meeting, object of the holding of the same for noncompliance with the notice provision of these By-Laws.

c. The presence of all members, in person or by proxy, at any meeting shall render the same a valid meeting, unless any member shall at the opening of such meeting, object to the holding of the same for noncompliance with the notice provisions of these By-Laws.  Any meeting so held without objection, shall be valid for all purposes, notwithstanding the fact that no notice of meeting was given, or that the notice given was improper, and any general business may be transacted and any action my be taken at such meeting; provided however, that where a member has pledged his vote by mortgage, Deed of Trust, or agreement of sale, only the presence of the pledgee will be counted in determining whether notice is waived with regard to business dealing with such matters upon which the member's vote is so pledged.

SECTION 4

Quorum.   Three Officers/Directors must be present to constitute a quorum at any meeting of the Association.  Two affirmative votes are required for any action to be taken.  If An Officer/Director cannot attend a telephone vote or written proxy shall suffice as a valid vote.

SECTION 5

Voting.  Any person, firm, corporation, trust or other legal entity, or a combination thereof, owning any lot in said project in his or its name shall be a member of the Association, and either in person or by proxy entitled to one (1) vote for each lot so owned at all meetings of the Association.  Any provisions to the contrary notwithstanding co-owners or joint owners shall be deemed one owner.  The authority given by a member to another person to represent such  member at meetings of the Associations shall be in writing, signed by such member or if a lot is jointly owned, then  by all join owners, or if such member is a corporation, by the proper officers thereof, and shall be filled with the Secretary, and unless limited by its terms, such authority shall be deemed good until revoked in writing.  An executor, administrator, guardian, or trustee may vote in person or by proxy at any meeting of the Association with respect to any lot owned or held by him in such a capacity whether or not the same shall have been transferred to his name by a duly recorded conveyance.  In case such lot shall not have been transferred to his name, he shall satisfy the Secretary that he is the executor, administrator, guardian, or trustee holding such lots in such capacity.  Whenever any lot is owned by two or more jointly according to the record of the Association, the vote therefore may be exercised by any one of the owners present in the absence of protest by the other or others, PROVIDED, HOWEVER, that when the vote of owner or owners has been pledged by mortgage, deed of trust, or agreement of sale of any lot or interest therein, an  executed copy of which is on file with the Board of Directors of the Association, only the vote of the pledge will recognized upon those matters upon which the owner or owners' vote is so pledged.

SECTION 6

Adjournment.  Any meeting of the Association may be adjourned from time to time to such place and time as may be determined by majority vote of the members present, whether a quorum be present or not, without notice other than the announcement at the meeting.  At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted by a quorum at the meeting as originally called.

SECTION 7

Annual Meeting.  The annual meeting of the Association shall be held at a time and place stated in each annual assessment letter which is to be posted no later than January 31st of each year.

ARTICLE IV

BOARD OF DIRECTORS/OFFICERS

SECTION 1

Officers/Directors.  The number of the Officers/Directors shall be three (3).  The dual positions are needed due to the remote location of the Association.  This number was decided on to enable business of the association to be handled.  Officer and Director as used herein, shall be deemed to be equivalent, and the use of one such term shall be deemed to also mean the other.  The principal directors/officers of the Association shall be a President, Vice President, a Secretary and a treasurer, all of whom shall be elected by the Association.  the Secretary and Treasurer may be combined into one office.

SECTION 2

Term of Office.   The members present at the annual meeting shall elect a President/Director, Vice-President/Director and Secretary-Treasurer/Director every year.

SECTION 3

Vacancies.  Except as otherwise provided, any vacancies occurring by an Officer/Director either by resignation or removal, shall be filled by a majority vote of the members present at the next meeting.

SECTION 4

Removal of Officers/Directors.  Any Officer/Director may be removed by a majority vote of the members present at the next meeting, when in their judgement the best interests of the Association would be served doing so.
SECTION 5

President/Director.  The President will be the principal Officer/Director of the Association and shall, in general, supervise and control all business and affairs of the Association.  The President shall preside at all meetings.  The President shall sign contracts.
SECTION 6


Vice-President/Director.  In the absence of the President, or in the event of his/her inability to act or refusal to act, the Vice-President/Director will perform the duties of the President/Director, and when so acting, will have all the powers of and be subject to all the restrictions upon the President/Director.

SECTION 7

Secretary/Director.  The Secretary/Director shall:

a. Keep a journal of proceedings of the Association, record all votes at the meetings of the Association.

b. Provide for the standardization and maintenance of all forms, books, and records of the Association.

c. Keep the corporate seal and affix the seal to all contracts to be executed by the Association.

SECTION 8

Treasurer.  The Treasurer/Director shall:

a.  Manage, deposit, and invest all funds of the Association, as voted on by a majority vote of the Officers/Directors.

b. Disburse money for all Association obligations.

c. Keep regular books or accounts of all Association financial reports or audits.


ARTICLE V

CONTRACTS, CHECKS, DEPOSITS, FUNDS AND RECORDS

SECTION 1

Contracts.  The Officers/Directors may authorize any agent or agents of the association, in addition to the Officers/Directors so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances as authorized by the Officers/Directors.

SECTION 2

Checks, Drafts, Etc.  All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association and in such manner shall from time to time be signed by an Officer/Director.

SECTION 3

Deposits.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Officers/Directors may select.



SECTION 4

Gifts.  The Officers/Directors may accept on behalf of the Association any contribution, gift, bequest or device for any special purpose of the association.

SECTION 5

Books  & Records.  The Association shall keep correct and complete records of financial transactions and accounts and shall also keep minutes of the proceedings of its Officers/Directors.  All books and records of the Association may be inspected by any member, or his agent attorney for any proper purpose at any reasonable time as long as an Officer/Director is present.

SECTION 6

Fiscal Year.  The fiscal year of the association shall begin on the first day of January and end on the last day of December of the same year.


ARTICLE VI

OBLIGATIONS OF THE OWNERS,

THE ASSOCIATION AND THE BOARD

SECTION 1

Expenses, Assessments.
a. Every owner of a lot within the project shall contribute pro rata toward the expense of administration of the Association, including but not limited to all types of insurance that the Association is required to maintain, the cost of operation, maintenance, taxes, utilities billed or charged to the Association,  repair and replacement of the common area facilities, and including adequate reserve funds for same.  The Board of Directors shall establish the annual budget of the Association, including the total estimated amount required for the cost of wages, taxes, materials, insurance, services and supplies which will be required during the ensuring fiscal year for the rendering of all services, together with a reasonable amount considered by the Board to be necessary for reserves for contingencies and replacements, and such other expenses as the Board may deem proper, and shall notify each lot owner in writing as to the amount of such estimated annual budget, with reasonable itemization thereof.  When adopted by the Board of Directors, the annual budget shall be assessed to the lot owners pro rata, on a per lot basis, except as other wise provided in the Declaration.  The Board of Directors shall fix the amount of the annual assessment against each lot at the beginning of each new fiscal year; each lot owner shall be billed for such annual charges, and such annual charges shall be payable not later than March 31st of each year.  Written notice of the annual assessment shall be sent to each owner subject thereto.  However the absence of such written notice does not relieve the Owner of their obligation for the assessment.  As collected, the funds shall be allocated and segregated into a reserve fund for the replacement of common area components, and into a working capital fund to cover the anticipated routine operating expenses of the Association.  All assessments levied by the Board of Directors shall be governed by the provisions of the Declaration, the Articles of incorporation and the By-Laws of the Association.

b. The Board shall provide for charges to build up and maintain a reasonable reserve for contingencies and replacements as may be required by reasonable business prudence and/or the holders of the beneficial interest of first deeds of trust or mortgages on the lots.  Extraordinary expenditures not originally included in the annual budget which may become necessary during the year shall be charged first against such reserves, if any.  If said annual budget proves inadequate for any reason, including nonpayment of any owner's assessment, the Board may at any time levy a special assessment, which shall be assessed to the lot owners on a per lot basis, provided however, that any such special assessment shall have the assent of two-thirds (2/3) of the votes of each member who are voting in person or by proxy at a meeting duly called for the purpose.  The Board shall serve notice of such special assessment on all lot owners by a statement in writing giving the amount and reasons therefore, and such special assessment shall become effective with the first payment which is due more than thirty (30) days after the delivery or mailing of such notice of special assessment.  All lot owners shall be obligated to pay any special assessments in the same manner as regular assessments are paid.

c. All such charges shall bear interest at the maximum legal rate of interest from the due date until paid and, together with such interests, costs and charges, shall be a lien on the lot assessed, prior in right to all other liens, charges, assessments and encumbrances of every nature, except that the lien at the Associations shall be subordinate to the lien of any first mortgage or first deed of trust, and to the lien of any governmental entity for taxes due and unpaid.

d. The Board shall supply to all lot owners an itemized account of the maintenance expenses for the preceding calendar year actually incurred and paid, together with a tabulation of the amounts collected pursuant to the estimates provided and showing the net amount over or short of the actual expenditures plus reserves.

e. When the first Officer elected hereunder takes office, it shall determine the estimated budget, as hereinafter defined, for the period commencing thirty (30) days after said election and for the balance of the Association's current fiscal year.  Charges shall be levied against the lot owners during the said period as provided in this Article.

f. The failure or delay of the Officers to prepare or serve the annual or adjusted budget on the lot owners shall not constitute a waiver or release in any manner of the lot owner's obligation to pay the maintenance and other costs and necessary reserves as herein provided, whenever the same shall be determined, and in the absence of any annual budget or adjusted budget, the lot owners shall continue to pay the charges at the then existing annual rate established for the previous period until the first charge after such new annual or adjusted budget shall have bee mailed or delivered.

g.  Nothing in these By-Laws shall prohibit the return of previously paid charges pro rata prior to the end of the Association tax year, or to make any suitable arrangement for the handling of reserve funds collected so as to avoid unfavorable tax consequences to the Association and/or its members; provided, however, that any funds to be returned shall only be done with the consent of the holders of first mortgages or first deeds of trust covering one hundred percent (100%) of the lots in the project.



SECTION 2

Maintenance and repairs.
a.  Every owner must perform promptly all maintenance and repair work on his own lot, which if omitted would affect the project in its entirely or in a part belonging to other owners, and is expressly responsible for the damages and liabilities that his failure to do so may engender.

b.  An owner shall reimburse the Association for any expenditures incurred in repairing or replacing any common areas or facilities damaged through his fault.




SECTION 3

Conduct of Owners.  All owners agree to and shall conduct themselves in accordance with the provisions of these By-Laws, the Declaration of Conditions, Covenants and Restrictions, and the Articles of Incorporation of the Association.  All owners agree to abide by and to observe reasonable rules and regulations adopted by the Board of Directors for the Administration of the project, as hereinafter provided.

SECTION 4

Rules and Regulations.  In order to assure the peaceful and orderly use and enjoyment of the common areas, and the reasonably efficient administration of the affairs of the Association, the Board of Directors may from time to time adopt reasonable rules and regulations (including the modification and revocation thereof), establishing procedures for the operation of the Association and establishing standards and guidelines for the conduct of the members thereof.  Such rules and regulations shall be published and distributed to the members of the Association, and shall be effective upon the date set by the Board of Directors following a comment period, which comment period shall be not less than thirty (30) days, unless an emergency is declared in the resolution adopting the particular rule or regulation.  When an emergency is declared in the resolution adopting the particular rule or regulation, the rule or regulations may be declared effective immediately, but in such event, the Board of Directors shall allow a period of time for comment or objection by members of the Association, which period of time shall be not less than thirty (30) days and the Board of Directors shall consider all comments and objections received and determine whether such rule or regulation should be modified, amended or revoked, in whole or in part.  All rules and regulations adopted by the Board of Directors, and every amendment, modification, and revocation thereof, shall be published and delivered to each member of the Association, and shall be binding upon all members of the Association.

SECTION 5

Foreclosure of Lien.  The lien of the Association may be enforced by an action at law against the delinquent member of the Association, or by foreclosure and sale in the same manner and subject to the same procedures as applied to the foreclosure of a Deed of Trust, or mortgage, securing an interest in real property.  The remedies of the Association to enforce its lien shall be cumulative and not alternative, and no waiver or election of remedies shall arise from the exercise or failure to exercise any one or more of the Association's remedies.  In any suit to foreclose the lien against any owner of a lot, the Association, may represent itself through its manager or Board of Directors in like manner to any mortgagee of real property or any trustee under a Deed of Trust securing an interest in real property.  The manager or Board of Directors acting on behalf of the Association shall have the power to bid and acquire such lot at the foreclosure sale.  Suit to recover a money judgment for unpaid assessments, including all costs and reasonable attorney's fees, shall be maintainable without foreclosing or waiving the lien securing the same.  Anything in the foregoing or elsewhere to the contrary notwithstanding, any lien arising in favor of the Association on account of charges, assessments, costs, and expenses, shall be, and is, subordinate and inferior to the liens for unpaid sums due on first Deeds of Trust and first mortgages of record.  If a mortgagee of a recorded mortgage, or a trustee of a recorded Deed of Trust, or other purchaser of a lot, obtains title to a lot as a result of foreclosure of the first mortgage or first Deed of Trust, or by deed of assignment in lieu of foreclosure, such title holder, his successors and assigns are not liable for the share of the common expenses or assessments levied by the Associations, and chargeable expenses or assessments levied by the Association, and chargeable to the lot, which became due before the title was acquired.  This unpaid share of common expenses and assessments, is a common expense collectable from all of the lot owners, including the possessor, his successors and assigns.



SECTION 6

Right of Entry.
a. The Association, the manager and any person authorized by the Board of Directors, may enter any lot when necessary in connection with any maintenance, landscaping or construction, for which the Board of Directors is responsible.  Such entry shall be made with as little inconvenience to the owners as practicable and any damage caused thereby shall be repaired by the Board of Directors out of the common expense fund.

b.  The Association, its agents, employees and contractors, shall have the right to enter each lot in case of any emergency originating in or threatening such lot or other lots, and to effect maintenance and repairs which may be required to protect the lot and structures thereon, or other lots and structures, from damage or destruction; when the required maintenance or repairs are attributable to the negligence or misconduct of the lot owner, or are of the kind that the unit owner would normally be required to make, but has failed to make, the Association may charge the lot owner responsible, and such lot owner shall reimburse the Association for all costs, expenses and damage incurred;  any such charges, cost, expenses, or damage , incurred on account of, or for the benefit of, an individual lot owner, shall be a charge against the particular lot and shall be secured by the lien of the Association against such lot, in the same manner and to the same extent as are other charges and assessments against such lots.  As used in this paragraph, the term "lot" shall include any and all buildings thereon and the term "emergency" shall specifically include any and all servicing or repair to plumbing, heating and electrical components and facilities.

SECTION 7

Mortgages.
a. Any first mortgagee of a lot may file a copy of its mortgage with the Board of Directors through the manager or Secretary, who shall maintain such information in the record of ownership of the Association.  After the filing of the mortgage, the Board of Directors shall be required to give such mortgagee prompt notice of any default in the lot mortgagor's obligations, under the By-Laws or Articles of Incorporation of  the Association or otherwise, not cured within thirty (30) days of the date of default, and the mortgagee, its option, may pay any delinquent charges, assessments, costs and expenses.

b. The holders of the first mortgages shall have the right to examine the books and records of the Owner's Association, and to require the submission of annual reports and other reasonably pertinent financial data to it, and such holders shall determine what information is "reasonably pertinent".

SECTION 8

Accounting for Expenditures.   The Board of Directors, and the manager, shall keep detailed and accurate records in chronological order of the receipts and expenditures of the Association.  All books and records shall be kept in accordance with good accounting procedure, and shall be audited at least once a year by an auditor outside the Association.

SECTION 9

Non-Exemption for Common Expenses.    No lot owners may exempt himself, herself or itself from liability for contributions towards the pro rata share of the common expenses of common areas and facilities by waiver or the use or enjoyment of any of the common areas or facilities, or by abandonment of the lot.




ARTICLE VII

EXECUTION OF INSTRUMENTS

SECTION 1

Instruments Generally.  All checks, drafts, notes bonds, acceptances, contracts, and all other instruments except conveyances, shall be signed by such person or persons as shall be designated by resolution of the Board of Directors.

ARTICLE VIII

LIABILITY OF OFFICERS

SECTION 1

Exculpation.  No director or officer of the Association shall be liable for acts or defaults of any other officer or member of the Association or for any loss sustained by the Association or any other member thereof, unless the same has resulted from his own willful misconduct or negligence.

SECTION 2

Indemnification.  Every director, and officer of the Association shall be indemnified against all reasonable costs, expenses, and liabilities (including counsel fee) actually and necessarily incurred by or imposed upon him in connection with any claim, action, suite, proceeding, investigation, or inquiry of whatever nature, in which he may be involved as a party or otherwise, by reason of his having been an officer or member of the Board of the Association, whether or not he continues to be such director, or officer of the Association at the time of the incurring or imposition of such costs, expenses, or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit proceeding, investigation or inquiry to be liable for willful misconduct or gross negligence to the Association.  The foregoing right of indemnification shall be in addition to and not in limitation of all rights to which such persons may be entitled as a matter of law and shall inure to the benefit of the legal representative of such person.  The Association shall provide adequate insurance for such purpose as the Board of Directors may from time to time determine.

ARTICLE 1X

AMMENDMENT AND INTERPRETATION

SECTION 1

Amendment.  These By-Laws may be amended by the Board of Directors by a majority vote of a quorum of directors at any duly constituted meeting of the Board of Directors.

SECTION 2

Designation of Registered Agent and Principal Office.  The Board of Directors may when deemed necessary, designate a new registered agent and/or a new principal office for the Association, by a majority vote of a quorum of directors at any duly constituted meeting of the Board of Directors, but without the assent of the members or mortgagees; provided , however, that the designation of a new registered agent and/or a new principal office shall be reflected in the minutes of the Board of Directors meeting at which such action was taken, and notice of such action shall be promptly given to the appropriate Office of the Department of Commerce,  State of Alaska.

SECTION 3

Conflict.  In the event of any conflict between these By-Laws and the Articles of Incorporation, the Articles shall govern;  in the event of any conflict between the Articles of Incorporation or these By-Laws and the Declaration, the Declaration shall govern;  in the event of any conflict between any of the foregoing documents and the provisions of any applicable statue or ordinance, the later shall govern and apply.