Friends of Summer Meadows HOA

HOME OWNERS ASSOCIATION CHARTER

Summer Meadows Home Owners Association Inc. Charter

Below you will find the current Charter for Summer Meadows Home Owners Association. That is the name of the HOA for phases 2 and 4. I am posting this here as a guide to home owners of phases 1 and 3 to use as a guide in becoming familiar with charters. We can also use this charter as a template from which we could start our charter. Pages 10, 11, and 12 were graphics and will not paste over as part of the document. Page 10 is the Phase 2 map. Page 11 is the Covenants and Restrictions and page 12 is a copy of the official town and county signatures and their official seals. I have tried to reproduce the document as true as possible, however technology doesn't allow for exact reproductions...yet.
Please email me with any questions or concerns. Discussion concerning drafting of our own charter for phases 1 nad 3 will be an important topic at the next HOA meeting.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF SUMMER MEADOWS PLANNED DEVELOPMENT

THIS DECLARATION is made on the date hereinafter set forth by Summer Meadows I, LLC, a Limited Liability Company organized and existing under the laws of the State of Tennessee, hereinafter referred to as the "Declarant"

WITNESSETH:

WHEREAS, Declarant is the owner of certain property in the County of Shelby, State of Tennessee, which is more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Properties); and

NOW, THEREFORE, Declarant hereby declares that all of the Properties described herein shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, all of which are for the purpose of protecting the value and desirability
of, and which shall run with, the real property and be binding on all parties having any right, title and interest in the described Properties or any part thereof, their heirs, successors and signs and shall inure to the benefit of each Owner thereof.

ARTICLE 1. DEFINITIONS

1.01. "Association" shall mean and refer to Summer Meadows Homeowners Association, Inc., a Tennessee non-profit corporation, a copy of the Articles of Incorporation of which is attached hereto as Exhibit "C," its successors or assigns, which Association shall have as its members all of the Owners of Lots within the Properties which shall be responsible for the care, management and supervision of the Common Areas within the Properties.

1.02. "By-Laws" shall mean and refer to the By-Laws of Summer Meadows Homeowners Association which are attached hereto as Exhibit "D" and as the same may be amended from time to time.
1.03. "Common Areas" shall mean all real property (including any improvements thereon) owned by the Association for the common use and enjoyment of the Owners from time to time. Declarant may from time to time in its sole discretion convey to the Association and the Association shall accept additions to the Common Areas.

1.04: "Declarant" shall mean and refer to Summer Meadows 1, LLC, a Limited Liability Company, its specific successors and assigns as designated in a document placed of record in the Register's Office of Shelby County, Tennessee, which designates such successors and assigns as the party or parties succeeding to the rights of the Declarant hereunder.

1.05. "Lot" shall mean and refer to a lot shown on the above-referenced Plat, attached hereto as Exhibit "B," and all amendments and re-recordings thereof, and Improvements on said Lot,

1.06. "Owned' shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
1.07."Property" shall mean and refer to that certain real property hereinabove described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association, as herein provided.
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ARTICLE 2. PROPERTY RIGHTS

1.01. Owners Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to the Common Areas which shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions:

(a) The right of the Association to charge reasonable admission and other fees for the maintenance and use of any lake or recreational facility situated upon the Common Areas;

(b) the right of the Association to suspend the voting rights and right to use of the Common Areas or any improvement thereon by an Owner for any period during which any assessment against his Lot remains unpaid; and for a period not to exceed Sixty(60) days for each infraction of it’s published rules and regulations.

(c) the right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument signed by two-thirds (2/3) of each class of members agreeing to such dedication or transfer has been recorded.

(d) The right of the Association to adopt rules and regulations for the benefit of the Owners respecting use of any lake or recreational facility situated upon the Common Areas.

2.02 Delegation of Use. Any Owner may delegate, in accordance with the By-Laws, his right of enjoyment to the Common Area and facilities to the members of his family, his tenants, or contract purchasers who reside on the property.

ARTICLE 3. MEMBERSHIP AND VOTING RIGHTS

3.01 Every Owner of a Lot shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot.

3.02 The Association shall have two (2) classes of voting memberships:

Class A. Class A members shall be all Owners with the exception of the Declarant and shall be entitled to (1) vote for each Lot owned. When more than one (1) person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot.

Class B. The Class B member(s) shall be the Declarant and shall be entitled to five (5) votes for each Lot owned. The Class B membership shall cease and become conversed to Class A membership on the happening of either of the following events, whichever occurs earlier:

(i) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or
(ii) February 1, 2010,
PROVIDED, however, that in the event additional properties are annexed pursuant to the terms hereof; the time for the conversion of the Class B membership to a Class A membership may be
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extended by Declarant by the recordation of a Notice of Extension of such conversion in the Chancery Court Clerk's Office of Shelby County, Tennessee.

ARTICLE 4. COVENANT FOR MAINTENANCE ASSESSMENTS.

4.01 Creation of the Lien and Personal Obligation of Assessments. Each Owner for each Lot owned within the Properties, hereby covenants, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: I) annual assessments or charges, and 2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided.. The annual and special assessments, together with interest, costs and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with interest, costs and reasonable attorney's fees shall also be the total obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title, unless expressly assumed by them. Lots owned by the Declarant, its assigns, or Lots owned by any builder solely for the purpose of constructing a single-family residence thereon for sale and for so long as said property remains unoccupied, are excluded from the payment of assessment, provided, however, that the exclusion of builders shall not exceed nine (9) months from the date any builder accepts a deed for any lot(s).

4.02 Purpose of Assessments. The assessments levied by the Association shall be used exclusively to
promote the recreation, health, safety and welfare of the residents in the Properties, and for the improvement, periodic maintenance, repair, and replacement of improvements to the Common Areas, and any reserves necessary and proper for such purposes.

4.03 Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Areas, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose.

4.04 Uniform Rate of Assessment. Both annual and special assessments must be at a uniform rate for all Lots and may be collected on a monthly basis.

4.05 Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the initial conveyance of any Common Areas to the Association. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as of the date of its issuance.

4.06 Effect of Non Payment of Assessments; Remedies of the Association. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the due date at the rate set by the Association, not to exceed the maximum interest permitted under Tennessee law. The Association may bring an action at law against the Owner to collect the assessment or foreclose the lien against the property and the interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or
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abandonment of his lot. The Owner of a Lot on which there are delinquent assessments shall not be permitted to participate or vote in any meeting of the Association, and may, along with his guests and the occupants of his Lot, be prohibited, by properly adopted resolution of the Board of Directors of the Association, from using specified Common Areas or other privileges of membership in the Association.
4.07 Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any proceeding in lieu 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 thereafter becoming due or from the lien thereof.
ARTICLE 5. ARCHITECTURAL CONTROL.

No building, fence, wall or other structure shall be commenced, erected or maintained upon the Properties, nor shall any exterior addition to or change or alteration therein be made until the plans and specifications showing the nature, kind, shape, height, materials, and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors of the Association, or by an architectural committee composed of three(3) or more representatives appointed by the Board. In the event said Board, or its designated committee, fails to approve or disapprove such design and location within forty-five (45) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with.

ARTICLE 6. RESTRICTIVE COVENANTS: PROHIBITED USE AND NUISANCES

6.01 Residential Purposes Only: Construction Requirements. No Lot shall be used except for residential purposes only. Lots are not to be resubdivided into smaller lots. The minimum heated area of each dwelling shall be 1600 square feet. All houses are to have a two (2) car garage with motorized door and finished interior, and the garage floor may not be calculated as heated area. The exterior material for the front of each house must be brick or stucco.

Prohibited Uses and Nuisances. In order to provide for a congenial occupation of the homes within the Property, and to provide for the protection of the values of the entire Property, the use of the residences shall be in accordance with the following provisions:

(a) Said property is hereby restricted to residential dwellings for residential use. All buildings or structures erected upon said Property shall be of new construction and no buildings or structures shall be moved from other locations onto said Property, and no subsequent buildings or structures, other than single family houses shall be constructed. No structures of a temporary character, trailer, tent, shack, garage, barn or other outbuilding shall be used on any portion of said Property at any time as a residence neither temporarily nor permanently.

(b) No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any of said Lots, except that dogs, cats or other household pets may be kept, provided that they are not kept, bred, or maintained for any commercial purposes.

(c) No advertising signs (except one of not more than five (5) square feet "For Rent" or "For Sale" sign per Lot, billboards, unsightly objects, or nuisances shall be erected placed or permitted to remain on said Property. No business activity of any kind whatsoever shall be conducted in any building or in any portion of said Property; provided, however, the foregoing covenants shall not apply to the business activities, signs, and billboards or the construction and
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maintenance of buildings, if any, of Developer, its agents and assigns during the development and sales period of Lots in the Development.

(d) All equipment, garbage cans, service yards, woodpiles, storage piles and electric utility boxes shall be kept screened by adequate planting or fencing so as to conceal them from view of neighboring streets. All rubbish, trash, or garbage shall be regularly removed from the premises and not be allowed to accumulate thereon.

(e) No exterior television or satellite dishes or radio antennas of any sort shall be placed, allowed, or maintained upon any portion of the improvements to be located upon the Property nor upon any structure situated upon the Property other than an aerial for a master antenna system, should any such master system or systems be utilized and require such exterior antennas.

(f) No recreation vehicles or commercial vehicles, including but not limited to boats, boat trailers, house trailers, camping trailers, motorcycles, pick-up trucks, or similar type items shall be kept other than in the garage or otherwise secured from the view of neighbors or the street. Motorcycles, motor bikes, go-carts, and similar motorized vehicles shall not be allowed to operate within the Properties.

(g) Grass, weeds, vegetation and debris on each Lot (whether improved or unimproved) shall be kept mowed and cleared at regular intervals by the Owner thereof so as to maintain the same in a neat and attractive manner, all in keeping with the general appearance of the entire Development. Trees, shrubs, vines, debris, and plants which die shall be promptly removed from such Lots, otherwise no trees larger than 12 " in diameter shall be removed from the Lots Until a residence is constructed on a Lot, Developer, at its option and its discretion, may mow and have dead trees and debris removed from such Lots and the owner of such Lot shall be obligated to reimburse Developer for the cost of such work should he refuse or neglect to comply with the terms of this paragraph.

(h) No obnoxious or offensive trade or activity shall be carried on upon any Lot nor shall anything be done thereon which may be or become an annoyance or nuisance to other Owners within the Property.

(i) No building material of any kind or character shall be placed or stored upon any of said Lots until the owner is ready to commence improvements. Building materials shall not be placed or stored in the street or between the curb and property lines.

(j) No outside clotheslines or other apparatus for the drying of clothes shall be permitted in the Development, unless obscured from view by mass planting or shrubbery.

(k) No Lot owner shall annoy another Lot Owner by unreasonable noise, nor permit any nuisance to exist, whether the same may be common law, pubic, equitable or statutory.

(1) No mechanical work shall be done on automobiles, boats, motors, etc... on the Lots except for emergency purposes.
(n) There shall not be any statues of any nature upon the front of any Lot. Stone yards are strictly prohibited.

(o) Perpetual casements for utility and drainage are reserved as shown on the Final Plat. No owner shall, within any such easement areas or at other locations whether within or without designated areas, place or permit any structures, fencing, plants or other materials which may damage or interfere with the installation and maintenance of utilities and/or interfere with the positive natural drainage established by Partners or the Builder of said homes. Further, no owner shall install any improvements or modify any existing grades in such a manner as would impair the positive natural flow of water from or onto the owner's lot. The easement area and drainage facilities on each lot shall be maintained continuously by the owner of such lot.
(m) All garages must be enclosed.
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(p) No trailer, tent, shack or barn shall be erected on any lot in said Subdivision, temporarily or permanently, except for construction purposes only.

(q) No metal, wire or chain link fences shall be allowed. Wood style fences are allowed, however, wood style fences can not be erected closer to the street than the building line.

(r) Porches, stoops, chimneys window boxes and other portions of the structure may not project beyond the minimum setback lines; however, eaves and cornices may overhang the building setbacks. An accidental variation of less than one (1' 1 foot shall not constitute a violation of this provision).

(s) Building setbacks lines from the street shall be per the recorded plat.

(t) Each lot owner is prohibited from obstructing the free flow of water drainage, or diverting or changing such drainage in any manner which may result in damage to any other lot owner.

(u) Said Subdivision may be filled land or partially filled land. Developer makes, no representations as to said Subdivision being undisturbed land. Developer is not to be responsible nor liable for any claims of any kind or character because of said property being filled or partially filled land.

(v) The lot and Subdivision improvements in said Subdivision have been designed and shall be installed in accordance with all prevailing local governmental standards and requirements. Partners make no warranty covering the amount and degree of rainwater accumulation which may result on said Subdivision since water accumulation can be expected with rainfalls which exceed the design standards.

(w) Any owner of any lot in said Subdivision shall have the right to enforce by any proceeding at law or in equity, all conditions, restrictions, covenants, reservations and easements herein or hereinafter contained or otherwise contained in any deed to any lot in said Subdivision. Failure by any owner to enforce any of such shall in no event be deemed a waiver of the right to do so thereafter. Invalidation of anyone or more of the covenants and restrictions or other provisions herein or hereinafter contained by judgment or court order shall in no way affect any of the other covenants and restrictions herein or hereinafter contained which shall remain in full force and effect.

(x) Notwithstanding any provisions herein contained to the contrary, it shall be expressly permissible for Developer to maintain, during the period of the sale of said Lots, upon such portion of the premises as Developer deems necessary, such facilities, as in the sole opinion of Developer, may be reasonably required convenient or incidental to the sale of Lots, including, but without limitation, a business office, storage area, construction yard, signs, model units, and sale office.

6.03 Maintenance. The Association shall provide for the maintenance, repair, upkeep and replacement of all perimeter fences, and all Common Areas as defined herein, together with such other items as may be determined by the Association. Each Owner shall be responsible for the maintenance, repair, upkeep and replacement of the Owner's Lot or Lots, together with the interior and exterior of all improvements thereon.

6.04 Failure to Comply. Failure to comply with these restrictive covenants after fifteen (15) days written notice shall entitle the Board of Directors or any Lot Owner to pursue its or their rights or remedies at law or in equity, and, in addition, if funds are expended to correct any violation by the Board of Directors or any Lot Owner such funds shall be treated as special assessments levied pursuant to this Declaration against only defaulting or breaching Lot Owner without a two-thirds (2/3) approving vote of the Lot Owners (exclusive of the vote of the defaulting or breaching Lot Owner). Such breaching Lot Owner shall be responsible for the costs of enforcing such covenants including, but not limited to, court costs and reasonable attorneys' fees.
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ARTICLE 7. ANNEXATION OF ADDITIONAL PROPERTIES

Declarant also owns or may acquire certain tracts of land (the "Additional Tract") located in the County of Shelby, State of Tennessee, adjacent to the Properties subject to this Declaration. The Additional Tracts are described in Exhibit "E" attached hereto and incorporated herein by reference. Declarant may, but is not obligated to, subject all or part of the Additional Tracts, and the improvements thereon, to this Declaration. However, nothing herein contained shall be construed to require the Declarant to submit any part of the Additional Tracts to this Declaration or to limit the use of the Additional Tracts in any way, the Declarant reserving unto itself, its heirs or assigns, all rights and privileges with respect to such Additional Tracts, including, without limitation, the use thereof in accordance with any present or future zoning regulations, or variations therefrom, which may be applicable to such Additional Tracts, in whole or in part.
ARTICLE 8. GENERAL PROVISIONS

8.01 Enforcement The Declarant, the Association or any Owner, shall have to right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Declarant or the Association or 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.

8.02 Severability. Invalidation of anyone of these covenants or restrictions by judgment or court order shall in no wise affect any other provisions which shall remain in full force and effect

8.03 Amendment. The covenants and restrictions of the Declaration shall run with and bind the land for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years. This Declaration may be amended by an instrument signed by not less than two-thirds (2/3) of the Lot Owners. Any amendment must be recorded.

8.04 Easements. The Declarant reserves and the Association shall be bound to convey to Declarant, or its designees, any easement requested by the Declarant for the development and maintenance of any portion of the Properties, Common Areas, or proposed Common Areas. Furthermore, if ingress and egress to any residence is through the Common Areas, any conveyance or encumbrance of such area is subject to that Lot Owner's easement or rights of ingress and egress.

8.05 Declarant's Reservation of Rights Respecting Use of the Properties. The Declarant shall not be obligated to improve, develop or subdivide any part of the Properties in any specific manner or time, or for any specific use, the Declarant reserving unto itself, its heirs or assigns, all rights and privileges with respect to any portion of the Properties which it owns.

8.06 Deletion by Declarant. Declarant may delete from the operation of this Declaration any portion of the Properties owned by Declarant and not subdivided, or any portion of the Properties owned by Declarant and within the boundaries of a recorded subdivision plat, provided that no Lots within such recorded subdivision plat have been conveyed by Declarant by warranty deed.

8.07 FHA/VA Approval. As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration; Annexation of additional projects, dedication of Common Area, and amendment of this Declaration of Covenants, Conditions and Restrictions.
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IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has caused this instrument to be executed by and through its duly authorized officials this day of
'2000.
SUMMER MEADOWS 1, LLC
BY:
Print Name: Mark S. Bellin
Title:
STATE OF Tennessee COUNTY
BEFORE ME, a Notary Public in and for the aforesaid county and state, personally appeared, with whom I am personally acquainted and who, upon oath, acknowledged himself/herself to be of Summer Meadows I, LLC, the within named bargainor, a limited liability company, and that he/she as such executed the foregoing instrument for the purpose therein contained, by signing the me of the corporation by himself/herself a


WITNESS my hand and Notarial Seal at office this
19th
day of

2000
My Commission Expires:
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EXHIBIT "A"
(Legal Description)


A tract of land located in the County of Shelby, State of Tennessee, and being more particularly described as follows, to-wit:
Lots 52 through 98, inclusive, together with common open space Lot "N, Summer Meadows Subdivision Phase II, as shown on plat of record in Plat Book 186, Page 80, in the Register's Office of Shelby County, Tennessee, to which plat reference is hereby made for a more particular description:


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10

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EXHIBIT C
ARTICLES OF INCORPORATION
OF
SUMMER MEADOWS HOMEOWNERS ASSOCIATION, INC

The undersigned person, pursuant to the Tennessee Non Profit Corporation Act, adopts the following Articles of Incorporation for the above corporation:

1. NAME. The name of the corporation is Summer Meadows Homeowner Association, Inc., hereinafter called the "Association"."

2. DURATION. The duration of the corporation shall be perpetual.

3. REGISTERED AGENT. The name of the initial registered agent shall be Chris Montesi. The street address of the registered agent shall be 5345 Wildbrook Cove, Memphis, Shelby County, Tennessee 38120.

4. INCORPORATOR. The name of the incorporator for the corporation is Randy S. Gardner. The complete address for the incorporator is 1755 Kirby Parkway, Suite 100, Memphis, Tennessee 38120.

5. PRINCIPAL ADDRESS. The principal office of the corporation is 5345 Wildbrook Cove, Memphis, Tennessee 33124.

6. CORPORATION NOT-FOR-PROFIT: The corporation is organized as a Tennessee non-profit corporation pursuant to the Tennessee Non Profit Corporation Act as codified at Tennessee Code Annotated Section 48-51-101 et seq. The corporation shall not have or issue shares. No dividends shall be paid and no part of the income or profits of the corporation shall be distributed to its members, directors or officers. The corporation may pay for reasonable expenses incurred by directors of officers. The corporation may confer benefits upon its members in conformity with its purpose hereinafter set forth, and upon dissolution, the corporation may make distributions to its members as permitted by the Tennessee Non-Profit Corporation Act, but no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income or profit.

7. This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residential Lots and of the Common Areas within that certain tract of property described in
Exhibit "A" attached hereto and incorporated herein by reference, and to promote the health, safety and welfare, of the residence within the described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose, and to:
(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the “Declaration,"
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applicable to the property and recorded, or to be recorded, in the office of the Register of Shelby County, Tennessee, and as the same restrictions may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length;

(b) Fix, levy, collect and enforce payment by any lawful means, all charges and/or assessments pursuant to the terms of the Declaration, to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;
(c) Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d) Borrow money, and with the assent of two-thirds (2/3) of each Class of Members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
(e) Dedicate, sell or transfer all or any part of the Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each Class of Members, agreeing to such dedication, sale or transfer.
(f) Participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional Common Areas, provided that any such merger, consolidation or annexation shall have the assent of two thirds (2/3) of each Class of Members.
(g) Have and to exercise any and all powers, rights and privileges which a corporation organized under the laws of the State of Tennessee may now or hereafter have or exercise.
8. MEMBERSHIP. Each person or entity who is a record owner of a fee or undivided fee interest in any Lot, including contract sellers, shall be a Member of the Association and shall be subject to and bound by the Declaration that is or shall be of record in the Office of the Register of Shelby County, Tennessee, as well as the By-Laws of the Association and such rules and regulations as may be adopted pursuant to the terms thereof. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation; Membership shall be appurtenant to and may not be separated from ownership of any Lot.

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9. VOTING RIGHTS. The Association shall have two classes of voting memberships:

Class A. Class A Members shall be all owners with the exception of the Declarant and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be Members. The vote for such Lots shall be exercised as they among themselves determine, but in no event shall more than one (1) votes be cast with respect to any Lot.

Class B. The Class B Members shall be the Declarant (as defined in the Declaration) and shall be entitled to five (5) votes for each Lot owned. The Class B Membership shall cease and be converted to Class A Membership on the happening of either of the following events, whichever occurs earlier.
(a)When the total votes outstanding in the Class A Membership equal the total votes outstanding in the Class B Membership; or
(b) February 1, 2010

10. BOARD OF DIRECTORS. The affairs of the Association shall be managed by an initial board of three (3) directors who need not be members of the Association, until the Change Date as hereinafter defined. At the first annual meeting after the Change Date, the affairs of the Association shall be managed by a board not less than the (3) nor more than seven (7) directors, who shall be members of the Association.

At the organizational meeting, the Declarant shall appoint three (3) directors who shall serve until the Change Date. The “Change Date” shall be the earlier of (a) the date in which all of the Common Areas within the properties have been conveyed to the Association as Common Areas, or (b) when eighty percent (80%) of all the Lots comprising the properties, including properties annexed thereto, have been conveyed to an owner other than the Declarant, or (c) February 1, 2010.

At the first annual meeting after the Change Date, the Members shall elect seven (7) directors as follows:

Two (2) directors for a term of one (1) year;
Three (3) directors for a term of two (2) years; and Two (2) directors for a term of three (3) years;
and at each annual meeting thereafter the Members shall elect the directors for those terms
expiring for a term of two (2) years.

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11. DISSOLUTION. The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each Class of Members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.

12. AMENDMENTS Amendment of these Articles shall require the assent of seventy-five percent (75%) of the entire membership.

I3. FHA-VA APPROVAL As long as there is a Class B Membership, the following actions will require the prior approval of the Federal Housing Administration and/or the Veteran's Administration: Annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication of Common Area, dissolution and amendment, of the Articles.

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Tennessee, I, the undersigned, constituting the Incorporator of this Association, have executed these Articles of Incorporation this 1.


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Exhibit “D”
BY-LAWS
OF
SUMMER MEADOWS HOMEOWNERS ASSOCIATION, INC.


ARTICLE I. NAME AND LOCATION

The name of the corporation is Summer Meadows Homeowners Association, Inc., hereinafter referred to as the "Association."

The principal office of the corporation shall be located at 5345 Wildbrook Cove, Memphis, Tennessee, 38120, but meetings of members and directors may be held at such places within the State of Tennessee, County of Shelby, as may be designated by the Board of Directors.

ARTICLE II. DEFINITIONS

2.01 “Association” shall mean and refer to Summer Meadows Homeowners Association, Inc., its successors and assigns.

2.02 “Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

2.03 “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

2.04 “Lot” shall mean and refer to any plot of land designated for the development of a single family residence as shown upon any plat, recorded or to be recorded, subdividing the properties.

2.05 “Owner” shall mean and refer to the record owner, when one or more persons or entities, of the fee simple title to any Lot which is apart of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

2.06 “Declarant” shall mean and refer to Kalian Company of Tennessee Inc., its specific successors and assigns as designated in a document placed of record in the Register's Off-ice of Shelby County, Tennessee, which designates such successors and assigns as the party or parties succeeding, to the rights of the Declarant hereunder.

2.07 “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Register's Office of Shelby County, Tennessee.

2.08 “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III. MEETING OF MEMBERS.
3.01 Annual Meetings. The organizational meeting of the members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7.00 o'clock P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour in the first day following which is not a legal holiday.

3.02 Special Meeting. Special meetings of the members maybe called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote, one-tenth (1/10) of all of the votes of the entire membership.

3.03 Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy
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of such notice, postage prepaid, at least ten (10) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting the purpose of the meeting.

3.04 Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, fifty percent (50%) of the votes of a class of membership shall constitute a quorum of any action except as otherwise provided in the Articles of Incorporation, the Declaration or these By-Laws. If however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

3.05 Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.

ARTICLE IV. BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE.

4.01 Number. The affairs of this Association shall be managed by an initial Board of three (3) Directors, who need not be members of the Association, until the "Change Date," as hereinafter defined. At the first annual meeting after the "Change Date," the affairs of this Association shall be managed by a Board of not less than three (3) nor more than seven (7) Directors, who shall be members of the Association.

4.02 Term of Office. At the organizational meeting, the Declarant shall appoint three (3) directors who shall serve until the “Change Date.” The “Change Date” shall be the earlier of (a) the date in which all of the common areas within the Properties have been conveyed to the Association s Common Areas, or (b) when eighty percent (80'%) of all of the Lots comprising the Properties, including properties annexed thereto, have been conveyed to Owner other than the Declarant, or (c) February 1, 2010, as the same may be extended pursuant to the terms of the Declaration. At the fit 5t annual meeting after the Change Date, the members shall elect a minimum of three (3) directors. All directors shall serve a term of one (1) year.

4.03 Removal. After the Change Date, any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of Board and shall serve for the unexpired term of his predecessor.

4.04 Compensation. No director shall receive compensation for any service he may render to the association. However, any director may be reimbursed for his actual expenses incurred in performance of his duties.

4.05 Action Taken Without Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE V. NOMINATION AND ELECTION OF DIRECTORS

5.01 Nomination. After the Change Date, nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual
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meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members.

5.02 Election. After the Change Date, election of the Board of Directors shall be by secret written ballot. At such election, the members of each class of membership or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VI._ MEETINGS OF DIRECTORS

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

6.02 Special Meetings. Special meetings of he Board of Directors shall be held when called by the president of the Association, or by any two (2) directors, after not less than three (3) days notice to each director.

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

ARTICLE VII. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.01 Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the Common Areas
and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for each infraction of published rules and regulations;

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

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e) employ a manager, an independent contractor, or such other employees or agents as they deem necessary, and to prescribe their duties.
7.02 Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-tenth (1/10) of all members who are entitled to vote;

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(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

1. fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

2. send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period;

3. set the interest rate for delinquent assessments at least thirty (30) days in advance of each annual assessment period; and

4. foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same.

(d) issue, or to cause an appropriate officer to issue upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates, if a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g) cause the Common Areas to be maintained.
ARTICLE VIII. OFFICERS AND THEIR DUTIES

8.01 Enumeration of Offices. The officers of this Association shall be a president and vice president, who shall at all times be members of the Board of Directors, a secretary, and treasurer, and such other officers as the Board may from time to time by resolution create.

8.02 Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

8.03 Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign or shall be removed, or otherwise disqualified to serve.

8.04 Special Appointments. The Board may elect such officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time, determine.

8.05 Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
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8.06 Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces

8.07 Multiple Offices. The offices of secretary and treasurer may be held by the sane person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 8.04 of this Article.

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

(a) President. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments, and shall co-sign all checks and promissory notes.

(b) Vice President. The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

(c) Secretary.The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform other duties as required by the Board.

(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year, and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLE IX. INDEMNIFICATION

The Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a director or officer of the Association, against expenses (including attorneys' fees), judgments, fines and amount paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association, unless and only to the extent that the Chancery Court of Shelby County, Tennessee or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. To the extent that a director or officer of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Any indemnification under this Article (unless ordered by a court) shall be made only as authorized in the specific case upon a determination that indemnification of the director or officer
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is proper under the circumstances because be has met the applicable standard of conduct set forth herein. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the members of the Association.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association, in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon a secured receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized herein

This indemnification provided by this Article shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of the members of the Association, or disinterested directors, or otherwise, both as to an action in his official capacity and as to an action in another capacity while holding office, and shall insure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X. COMMITTEES

The Association shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of incorporation, and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.


ARTICLE XI. BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of incorporation, and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost.


ARTICLE XII. ASSESSMENTS

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by accounting lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the due date at a rate of interest set by the Association, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Properties, and interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provider for herein by non-use of the Common Area or abandonment of his Lot.

ARTICLE XIII. CORPORATE SEAL.

The Association shall not have a seal unless the Board of Directors elects otherwise.
ARTICLE XIV. AMENDMENTS

14.01 These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership.

14.02 In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws or the Articles of Incorporation, the Declaration shall control.
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ARTICLE XV. MISCELLANEOUS
The fiscal year of the Association shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of every year, except that the first fiscal year shall begin on the date of incorporation.


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EXHIBIT "E"

Beginning at a point in the center line of Summers Road (50.0X' R.O.W.) said point being the southwest corner of the Summer Meadows Subdivision as recorded in Plat Book 169, Page 21, in said Register's Office; thence South 89 Degrees 02 Minutes 37 Seconds West a distance of 894.33 feet to a set iron pin, said pin being lowed in the east line of the state of Tennessee Paul Barrett Parkway as recorded in Deed Book 5213, Page 92 in said Register's Office; thence North 00 Degrees 06 Minutes 19 Seconds West along the east line of said Paul Barrett Parkway a distance of 872.74 feet to a set iron pin, in the south line of the Snyder Grove Subdivision Phase 2 as recorded in instrument Number KH 9870, in said Register's Office; thence North 89 Degrees 57 Minutes 39 Seconds East along the south line of said Snyder Grove Subdivision a distance of 674.11 feet to a set iron pin in the south line of said subdivision, said pin also being the northwest corner of the Margaret A. Webb property as recorded in Instrument Number JP 2755 in said Register's Office; thence South 00 Degrees 02 Minutes 33 Seconds East along the west line of said Webb property a distance of 250.42 feet to a found iron pin in the south comer of said Webb property; thence North 99 Degrees 40 Minutes 11 Seconds. East along the south line of said Webb property, passing a found iron pin at 205.42 feet and continuing for a total distance of 220.42 feet to a point in the west line of said Summer Meadows Subdivision, said point also being the southeast corner of said Webb property; thence South 00 Degrees 07 Minutes s 14 Seconds East along said west line a distance of 609.13 feet to the point of beginning and containing 718,948 square feet or 16.5047 acres of land.

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