Spring Creek

Code Of By-Laws

Spring Creek Property Owners Association, Inc.

ARTICLE I - Corporate Organization

Section 1.01. Name.
The name of the Corporation is Spring Creek Property Owners Association, Inc. (hereinafter referred to as the “Corporation”).

Section 1.02. Corporate Books
& Records.
The books of account, records, documents and papers of the Corporation shall be kept at any place, within Hamilton County or Marion County within the State of Indiana as determined by the Board of Directors, or in the absence of such a determination, at the principal office of the Corporation.

Section 1.03. Seal.
The Seal of the corporation shall be circular and shall set forth the name of the Corporation and the fact that it is a seal for an Indiana corporation.

Section 1.04. Fiscal Year.
The fiscal year of the Corporation shall be January 1 through December 31 or as fixed by resolution of the Board of Directors.

ARTICLE II - Corporate Purposes

Section 2.01. Purposes.
The purposes for which the Corporation has been formed are set forth in the Articles of Incorporation, but also include:
(a) To promote the collective and individual property and civic interests and rights of all persons, firms and corporations owning property in Spring Creek subdivision located in Hamilton County, Indiana.
(b) To develop a community designed for safe, healthful, and harmonious living.
(c) To care for the improvements and maintenance of the public easements, parkways, grass plots and any facilities of any kind dedicated to community use in such subdivision.
(d) To assist the owners in maintaining in good condition and order all vacant and unimproved lots or tracts of land and in preventing them from becoming a nuisance or detriment to the beauty of the tract and to the value of the improved property therein, and to take any action as may be necessary or desirable to keep them from becoming a nuisance and detriment.
(e) To aid and cooperate with the Members of the corporation in the enforcement of such conditions, covenants, and restrictions on and appurtenant to their property as are now in existence, as well as any other conditions, covenants, and restrictions as shall hereafter be approved by a majority vote of the Members of the corporation.
(f) To do any and all things necessary to promote the general welfare of the residents and owners of any portions of the subdivision and their property interests therein.
(g) To do all other things necessary or convenient, not inconsistent with the law, to further the activities and affairs of the Corporation.

ARTICLE III - Members

Section 3.01. Membership. The Corporation shall have one class of Members. The qualifications and rights shall be as follows:
(a) Every beneficial owner, as distinguished from a security owner, of a residential building site, lot, or unit in Spring Creek subdivision located in Hamilton County, Indiana, shall be a Member.
(b) Membership shall include an undertaking by the applicant to comply with and by bound by the Articles of Incorporation, these bylaws and amendments thereto, and the policies, rules and regulations at any time adopted by the Corporation in accordance with the bylaws. Membership shall be accompanied by payment of the first year’s dues in advance prorated from date of Membership in accordance with the Corporation’s Assessment year.
(c) Membership in this corporation shall terminate on such Member’s ceasing to be a beneficial owner of a residential building site, lot, or unit in or on the property in the subdivision.

Section 3.02. Voting Rights.
Each Member in good standing shall be entitled to vote on each matter submitted to a vote of the Members, provided however, that each Member shall be the sole beneficial owner of a residential building site, lot or unit in Spring Creek subdivision. Where two or more owners own a lot, or in the event of re-subdivision, only one vote for such lot or unit owned shall be allowed. In the event any Member is in arrears in the payment of any amount due under any provisions of these Bylaws for a period of thirty (30) days, such Member’s right to vote as a Member of the Corporation shall be suspended and remain suspended until all payments are brought current and all defaults remedied.

At meetings of Members all votes shall be cast in person, or by proxy registered with Secretary.

ARTICLE IV - Meetings of Members

Section 4.01. Place of Meetings.
All meetings of the Members shall be held at such place, within Clay
Township, within Hamilton County, within the State of Indiana, as may be specified in the respective notices thereof, waivers of notice thereof, or proxies to represent members thereat.

Section 4.02. Annual Meeting.
The annual meeting of the Members for the election of directors, presentation of the proposed annual budget, and for the transaction of such other business as may properly come before the meeting shall be held at eight o’clock p.m. on the first Wednesday in October of each year, if such day is not a legal holiday in the State of Indiana, in which case, such meeting shall be held on the next succeeding business day. Failure to hold an annual meeting at the designated time or place shall not affect the validity of any corporate action. The Board of Directors may designate another day and time for the annual meeting with proper notices.

Section 4.03. Special meetings. Special meetings of the Members may be called by the President, by a majority of the Board of Directors, or by written petition signed by not less than one-fourth (1/4) of the Members entitled by the Articles of Incorporation to vote on the business proposed to be transacted thereat. Any request for a special meeting of the Members shall state the purposes of the proposed meeting.

Upon a request in writing delivered to the President or the Secretary by a person or persons entitled to call a special meeting, it shall be the duty of the President or the Secretary to give notice to the Members of such meeting, and, if such request is refused, the person or persons making such request may call a meeting by giving notice in the manner hereinafter provided.

Business transacted at all special meetings shall be limited to the subjects stated in the call or waiver of notice, and matters germane thereto.

Section 4.04. Notice of Meeting. Written notice, stating the date, time and place of the meeting, and in the case of a special meeting, the purpose for which the meeting is called, shall be delivered or mailed by first class mail to each Member entitled to vote at the time at such address as appears upon the records of the Corporation, no fewer than fourteen (14) days and no more than sixty (60) days before the meeting date. However, notice of a meeting at which (i) an agreement of merger, or (ii) the sale, lease exchange, or other disposition of all, or substantially all, of the Corporation’s property in other than the usual and ordinary course of business is to be considered, shall be delivered by first class mail to all Members of record, whether or not entitled to vote, no fewer than ten (10) days and no more than sixty (60) days before the meeting. Notice of any such meetings may be waived in writing by a Member, before or after the date and time stated in the notice, if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting, in person or by proxy: (a) waives objection to lack of notice or defective notice of the meeting unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the Member objects to consideration of the matter when it is presented. A proxy form shall be included with all meeting notices to each Member entitled to vote at the meeting. Said proxy form shall include instructions for completing and registering the form with the Secretary of the Board of Directors.

Section 4.05. Participation in
Meetings.
Members may participate in any meeting of the Members by or through the use of any means of communication by which all Members participating may simultaneously hear each other during the meeting. Participation by such means shall be deemed to constitute presence in person at such meeting. The preferred and encouraged method of facilitating the meetings shall be the then current edition of Robert’s Rules of Order.

Section 4.06. Voting at Meetings.
(a) Quorum. At any meeting of the Members, twenty percent (20%) of the Members entitled to vote on the business to be transacted at any Member meeting, represented in person or by proxy, shall constitute a quorum. In case a quorum shall not be present at any meeting, the Members so present in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally scheduled.
(b) Voting Lists. The Secretary of the Corporation shall make available, at lest five (5) days before any meeting, a complete list of the Members entitled to vote at such meeting, arranged in alphabetical order, with the address, lot number, and number of shares each Member is entitled to vote, which list shall be on file at the principal office of the Corporation and subject to inspection by any Member at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting and subject to the inspection of any Member during the holding of such meeting.
(c) Voting Results. A majority of the votes cast at a meeting of the Members, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter that may properly come before the meeting unless more than a majority of votes cast is required by law, the Declaration of Incorporation, any Supplementary Declaration, the Articles of this Code of By-Laws, or the Covenants, Conditions, and Restrictions of Spring Creek.

Section 4.07. Voting Rights For
Election of Directors.
The voting rights of the Members shall be as prescribed in the Code of By-Laws. In any election of Directors, each Member shall have the right to cast a maximum of one vote for any one Director or elected office.

Section 4.08. Multiple Owner.
Where the Owner of a Lot constitutes more than one person, or is a partnership, there shall be only one voting representative entitled to cast the vote allocated to that Lot. Those persons constituting such Owner or the partners shall determine among themselves who shall be the voting representative for such Lot. In the event agreement is not reached the vote attributable to such Lot shall not be cast.

ARTICLE V - The Board of Directors

Section 5.01. Number.
The number of Directors of the Corporation shall be five (5). In no event shall the number of Directors be less than three (3) nor more than five (5) and no reduction in the number of Directors shall have the effect of removing a Director from office prior to the expiration of his term. The election of an additional Director or Directors shall be by vote of the Members entitled to elect such additional Director or Directors according to a procedure established by the Board by resolution.

Section 5.02. Powers.
Except as otherwise provided in the Articles of Incorporation, the business, property, and affairs of the Corporation shall be managed by the Board of Directors.

Section 5.03. Annual Meeting of
Directors.
The Board of Directors shall meet each year immediately after the annual meeting of the Members, for the purpose of organization and consideration of any other business. No notice shall be necessary for the holding of this annual meeting.

Section 5.04. Other Meetings. Regular meetings of the Board of Directors may be held, without notice, at such time as may from time to time be fixed by resolution of the Board. Special meetings of the Board of Directors may be called at any time by the President, or upon the written request of any two (2) Members of the Board of directors upon seventy-two (72) hours notice, specifying the time, place and purposes of the meeting, to each Director at his residence or usual place of business by letter or telegram. At any meeting at which all Directors are present, notice of the time, place and purpose thereof shall be deemed waived; and notice may be waived (either before or after the time of the meeting) by the absent Directors, either by written instrument or telegram. Such meetings may be held at any place within Clay Township, within Hamilton County, within the State of Indiana, as may be specified in the respective notices thereof or waivers of notice thereof.

Section 5.05. Participation in
Meetings.
Directors may participate in a meeting of the Board or committee of the Board by any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 5.06. Action by Consent.
Any action which may be taken at a Board of Directors’ meeting may be taken without a meeting if evidenced by one or more written consents describing the action taken, signed by each Director and included in the minutes or filed with the corporate records reflecting the action taken.

Section 5.07. Quorum.
A majority of the actual number of Directors elected and qualified, from time to time, shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Articles of Incorporation, or the Code of By-Laws.

Section 5.08. Election, Term of
Office & Qualification
Directors shall be elected at each annual meeting of the Members by the Members entitled by the Articles of Incorporation to elect Directors. Directors shall be elected for a term of one year and shall hold office until their respective successors are elected and qualified. Directors must be Members of the corporation in good standing. Directors may hold only one office. No decrease in the number of Directors at any time provided for by the By-Laws shall have the effect of shortening the term of any incumbent Director. The Board may, by resolution, establish such election procedures as it deems appropriate. Voting for the Board of Directors shall be by secret written ballot. The ballot shall contain the name of each Member nominated for election. Those persons receiving the highest number of votes shall be elected. Incumbent Directors shall be eligible for re-election. Immediately after all votes are cast, the votes shall be counted and announced in the presence of the attending Members at the meeting.

Section 5.09. Removal.
Any Director may be removed, either with or without cause, at any special meeting of the Members, upon a majority of the votes cast at a meeting of the Members, duly called and at which a quorum is present.

Section 5.10. Resignations &
Vacancies.
Any Director may resign at any time by giving written notice of such resignation to the President or Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its acceptance by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Any vacancy occurring in the Board of Directors, caused by removal, resignation, death or other incapacity, may be filled by a majority vote of the remaining Members of the Board of Directors, until the next annual or special meeting of the Members. Members shall be notified the name and address of any Director elected by the Board to fill any vacancy in the next mailing sent to the Members following any such increase or election. If the vote of the remaining Members of the Board shall result in a tie, such vacancy shall be filled by vote of the Members at a special meeting called for that purpose.

Section 5.11. Not Used.
Reserved for Future Use.

Section 5.12. Powers of the Board of
Directors.
All of the corporate powers, except as otherwise provided herein or by law, shall be vested in and shall be exercised by the Board of Directors. Said powers shall include, but not be limited to:
(a) The power to adopt, publish in the Register of Regulations, and enforce rules and regulations governing the use of the common areas.
(b) The power to lease or purchase for the benefit of the Members such property, equipment, materials, labor, and services as may be necessary in the judgment of the Board.
(c) The power to exercise the powers and perform the duties of the Corporation granted, imposed, authorized, or permitted by the Declaration or any Supplemental Declaration, the exercise of which is not reserved or committed to the membership by the Articles or By-Laws.
(d) The power to make and collect Assessment and charges, establish and collect membership dues, and levy and collect fines for the violation of rules and regulations governing the uses of the Common Areas;
(e) The power to employ legal counsel, contractors, engineers, architects, accountants, consultants, managers, and others as in the judgment of the Board of Directors may be necessary or desirable in connection with the maintenance, repair, replacement, restoration, and operation of the Common Area, the business and affairs of the Corporation, and the enforcement of the Covenants, Conditions, and Restrictions of Spring Creek.

Section 5.13. Duties of the Board of
Directors.
It shall be the duty of the Board of Directors to:
(a) Cause the Common Area to maintained in good, clean, attractive, and sanitary condition, order and repair;
(b) Adopt and publish rules and regulations, including fees, if any governing the use of the Common Area and facilities located thereon, and the personal conduct of the Members, their tenants and guests, and to include these in the Register of Regulations;
(c) Cause to be kept a complete record of all its corporate affairs including the Register of Regulations, making such records available for inspection by any Member, and present an annual report thereof to the Members;
(d) Supervise all agents and employees of the Corporation and see that their duties are properly performed;
(e) Issue upon demand by any Member a certificate setting forth whether or not any Assessment has been paid and giving evidence thereof for which a reasonable charge may be made;
(f) Designate depositories for the funds of the Corporation and designate those Directors and/or employees who shall have authority to withdraw funds from such accounts on behalf of the Corporation;
(g) Hold a public hearing on the proposed annual budget at the Annual Meeting of the Members and approve the annual budget;
(h) Fix annual Assessments at amounts sufficient to meet the obligations imposed by the Declaration and all Supplementary Declarations;
(i) Annually set the date Assessments are due and decide what, if any interest rate is to be applied to assessments which remain unpaid thirty (30) days after they become due;
(j) Send written notice of each Assessment to every Member subject thereto at least thirty (30) days in advance of the due date of the Assessment;
(k) Cause lien against any property for which Assessments are not paid within thirty (30) days after due date to be foreclosed or cause an action at law to be brought against the Member personally obligated to pay the same;
(l) Procure and maintain adequate insurance to protect the Corporation, its employees, and its personal and real properties. Insurance shall insure all structures located in Common Area against loss or damage by fire or other hazards commonly insured against in similar properties in an amount sufficient to cover the full replacement cost of any repair or reconstruction work in the event of damage or destruction from any insured hazard. Insurance shall also be of a broad form public liability policy and contain a provision that all Members shall, in appropriate circumstances, be able to recover damages as claimants under such insurance. Premiums for such insurance shall be included in the Assessment. Upon receipt of insurance proceeds, the Board shall contract to rebuild or repair damaged or destroyed portions of the insured property to its condition before such damage by obtaining three sealed bids and then may negotiate with any of these contractors. In the event that insurance proceeds are insufficient to cover all costs or repairing and/or rebuilding to the same condition as previously existed, the Board of Directors may levy a Special Assessment to make upon any deficiency;
(m) Enter into mortgage agreement and obtain capital debt financing subject to the provisions of the Declaration;
(n) Establish and maintain a reserve fund for replacements by the allocation and payment to such reserve fund of an amount determined annually by the Board to be sufficient to meet the cost of periodic maintenance, repairs, renewal, and replacement of the property;
(o) Faithfully observe and perform each duty imposed on the Corporation by the terms of the Declaration and each Supplementary Declaration and exercise such discretion granted to the Board thereunder in the best interest of the Members; and,
(p) Exercise their powers and duties in good faith, with a view to the interests of the Corporation and to this end adopt appropriate guidelines for action on matters where a potential conflict of interest may exist.

ARTICLE VI - Officers of the
Corporation

Section 6.01. Election.
At the annual meeting of Members, the Members shall elect a President, two Vice Presidents, a Secretary, and a Treasurer, for a term of one year. If the annual meeting of the Members is not held at the time designated in these By-Laws, such failure shall not cause any defect in the corporate existence of the Corporation, but the officers for the time being shall hold over until their successor are chosen and qualified, unless sooner removed as provided for by applicable law.

Section 6.02. Removal.
Any elective officer of the Corporation may be removed, either with or without cause, at any time by a two-thirds (2/3) vote of the entire Board of Directors at any regular meeting of the Members or special meeting of the Members called for that purpose for malfeasance for conduct detrimental to the interests of the Corporation. Any Director whose removal is proposed shall be entitled to ten (10) days notice in writing of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be reasonably heard by the Board of Directors at such meeting.

Section 6.03. Vacancies.
Whenever any vacancy occurs in any office by death, removal, resignation, or otherwise, such vacancy shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified, unless sooner removed.

Section 6.04. President.
The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Members and of the Board of Directors, and subject to the approval of the Board of Directors, he shall direct the policies and management of the Corporation. The President shall discharge all the duties inherent to a presiding officer and perform such other duties as from time to time may be assigned to him by the Board of Directors or as prescribed by law or these By-Laws.

Section 6.05. First Vice President. The First Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and perform such other duties as these By-Laws may require or the Board of Directors may prescribe; provided, that if the Board of Directors elects more then one Vice President, their right to act during the absence or disability of the President shall be in the order in which their names appear in the resolution, or resolutions, electing such Vice Presidents. The First Vice President shall be responsible for the day to day oversight and management of any landscape maintenance contracts (grass-cutting contracts, irrigation system maintenance, pond maintenance, etc.) which the Corporation may choose to enter into.

Section 6.06. Second Vice President. The Second Vice President shall perform all duties incumbent upon the First Vice President during the absence or disability of the First Vice President, and perform such other duties as these By-Laws may require or the Board of Directors may prescribe; provided, that if the Board of Directors elects more then one Vice President, their right to act during the absence or disability of the President shall be in the order in which their names appear in the resolution, or resolutions, electing such Vice Presidents. The Second Vice President shall chair the Architectural Control Committee. The Second Vice President shall assist the First Vice President in performing the day to day management of any landscape maintenance contracts that the Corporation may choose to enter into.

Section 6.07. Secretary.
The Secretary shall attend all meetings of the Members and the Board of Directors, and shall keep, or cause to be kept in a book provided for such purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the Board of Directors, when required. He shall attend to the giving and serving of all notices of the Corporation. He shall make voting lists available as required by Section 4 of these By-Laws. He shall keep the Corporation’s contracts and agreements, and shall perform such other duties as these By-Laws may require, or the Board of Directors may prescribe. The Secretary shall maintain accurate records of Members for use by the Treasurer in performing his duties. The Secretary shall maintain the Neighborhood Directory and see to the distribution of the Welcome Packet materials to new neighbors.

Section 6.08. Treasurer.
The Treasurer shall maintain a correct and complete record of account showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all monies, notes, securities, and other valuables that may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors and shall keep such bank account in the name of the Corporation. The Treasurer shall be responsible for billing and collecting the Annual Assessment. The Treasurer shall be responsible for maintaining proper insurance for the Corporation. The Treasurer shall be responsible for proper property tax payments and Secretary of State fee payments being made by the Corporation.

Section 6.09. Delegation of
Authority.
In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director, for the time being, provided a majority of the entire Board concurs therein.

Section 6.10. Committees.
The Board of Directors may choose to establish a committee for Social Events and Special Activities or other committees as it deems appropriate. These committees may receive reimbursement of reasonable expenses incurred in the performance of their duties as approved by the Board of Directors.

ARTICLE VII - Architectural Control
Committee

Section 7.01. Composition.
The Architectural Control Committee shall consist of three (3) Members. The Chairperson shall be the Second Vice President. The other two (2) Members shall be elected by the Board of Directors for a term of one year by a vote of the majority of the Directors then serving.

Section 7.02. Removal.
Any Member of the Architectural Control Committee may be removed, either with or without cause, at any time by a two-thirds (2/3) vote of the entire Board of Directors at any regular meeting or special meeting called for the purpose for malfeasance for conduct detrimental to the interests of the Corporation. Any Committeeperson whose removal is proposed shall be entitled to ten (10) days notice in writing of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be reasonably heard by the Board of Directors at such meeting.

Section 7.03. Vacancies.
Whenever any vacancy occurs on the Committee by death, removal, resignation, or otherwise, such vacancy shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified, unless sooner removed.

Section 7.04. Organization.
The Architectural Control Committee shall elect from its membership a chairperson, secretary and such other officers as it deems appropriate.

Section 7.05. Quorum.
A quorum for action by the Architectural Control Committee shall be a majority of its members.

Section 7.06. Duties of the
Architectural Control
Committee.
It shall be the duty of the Architectural Control Committee to regulate the external design, appearance, and location of the Spring Creek subdivision and of improvements thereon and to regulate such uses of property as provided in the Declaration of these By-Laws.

Section 7.07. Procedures, General. The Architectural Control Committee shall formulate general guidelines, procedures, and regulations and submit them for approval by the Board of Directors. Such guidelines, procedures, and regulations shall be considered adopted policy of the Board of Directors unless rejected by a two-thirds (2/3) vote of the Board of Directors within thirty (30) days after date of submission.

Section 7.08. Procedures, Specific. Two Specific Procedures are required for the Architectural Control Committee to perform the approval functions stated in the Covenants, Conditions, and Restrictions of Spring Creek. A Specific Procedure Concerning Structures and a Specific Procedure Concerning Fences shall be explicitly defined in these By-Laws. Such Specific Procedures shall be considered adopted policy of the Board of Directors and of the Architectural Control Committee. These two Specific Procedures may be modified at a special meeting called explicitly for that purpose that is conducted in accordance with these Bylaws with the exception that any modification of these two Specific Procedures shall require an affirmative vote of at least one half (1/2) of the number of all lots which are currently occupied at the time such as a special meeting is called if they are to be modified from that set forth in these Bylaws.

Section 7.09. Specific Procedures
Concerning Structures.
Structures must be approved by the Committee in accordance with the Covenants. No outbuildings, detached storage sheds, yard barns, tool sheds, trailers, or shacks shall be permitted on any Lot or Common Area.

Section 7.10. Specific Procedures
Concerning Fences.
Fences must be approved by the Committee in accordance with the Covenants. Fences shall meet the following requirements:

(a) Fences may extend from the rear corners of the home foundation to the side property lines and from that point rear to the backyard rear property line and then across the rear property line. Front yard fences are not allowed.
Exceptions:
1. Fences may enclose the side door entrance of a garage

(b) Fences shall be a maximum of four feet height above finish grade.
Exceptions:
1. Fences may be six feet tall for privacy around the area immediately adjacent to hot tubs attached to the home.
2. Fences may be six feet tall to the rear corner of an enclosed attached backyard porch along both sides of the backyard side property lines.
3. Fences may be six feet tall along that front portion of the fence from the rear corners of the home foundation out to the side property lines. A gradual transition from six feet to four feet must then occur down the sides of the backyard property lines over a distance not to exceed 20’-0”.
4. Fences may be five feet tall around the area immediately adjacent to an in-ground swimming pool for safety reasons in accordance with City of Carmel building permit requirements.

(c) Fences shall be constructed of wood, plastic or wrought iron (no “cyclone” or “chain link” style)

(d) Fences may be solid “privacy” style or of “open” design.

ARTICLE VIII - Contracts, Checks, Notes, Etc. Special Corporate Acts

Section 8.01. Contracts and Checks. All contracts, documents, checks, drafts, bills of exchange, and orders for the payment of money in the ordinary course of business shall be signed by either the President or the Treasurer, singly. Any one of the documents heretofore mentioned in this section for use outside the ordinary course of business of the Corporation, or any deeds, mortgages, notes, or bonds of the Corporation shall be executed by and require the signature of both the President and the Treasurer.

ARTICLE IX - Indemnification

Section 9.01. Indemnification.
The Corporation shall indemnify, including advancement of expenses and reimbursement for the reasonable costs of settlement, any person or his estate who is or was a party to any action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal, threatened, pending, or completed) by reason of the fact that he/she is or was a director, or officer of the Corporation, against all liabilities and reasonable costs and expenses (including attorney’s fees) in connection with any portion of such action, suit, or proceeding, if:

(a) In a civil proceeding, his/her conduct was in good faith; and
(1) if undertaken in his official capacity with the Corporation, he reasonably believed his/her conduct was in the Corporation’s best interests;or
(2) if undertaken in an individual capacity, he/she reasonably believed his/her conduct was at least not opposed to the Corporation’s best interests;and
(b) In a criminal proceeding, he/she had reasonable cause to believe his/her conduct was lawful or had no reasonable cause to believe it was unlawful.

These determinations shall preferably be made by a majority vote of the Board of Directors not then a party to such action, suit or proceeding pursuant to Ind. Code § 23-17-16-12(b)(1), or by any other method provided by that subsection, or if all Directors are parties, then by the Members. The Corporation may, pursuant to Ind. Code § 23-17-16-13, extend these indemnification rights to its employees and agents under the same conditions. If the Corporation indemnifies anyone pursuant to this Article, it shall report the indemnification to the Members with or before the notice of the next Members’ meeting. Such rights of indemnification or reimbursement shall not be deemed exclusive of any other rights to which such Director, officer or employee may be entitled apart from the provisions of this Article, nor shall it prohibit the Corporation from purchasing and maintaining liability insurance on behalf of these individuals.

It is intended that the Directors shall have no personal liability with respect to any contract made by them on behalf of the Members and as their agent. Every contract made by the Board, or any management agent on behalf of the Corporation, shall provide that the Board of Directors is acting as agent for the Members and shall have no personal liability thereunder, except in their capacity as Members and then only to the extent of their fractional interest.

The liability of any Member arising out of any contract made by the Board or out of the aforesaid indemnity in favor of the Directors shall be limited to such percentage of the total liability or obligation thereunder as is equal to a fraction, the numerator of which is the Number of Lots owned by him/her and the denominator of which is the total number of lots in the Spring Creek Subdivision.

ARTICLE X - Amendments

Section 10.01. Amendments.
The power to make, amend or repeal these By-Laws is vested in the Board of Directors of the Corporation subject to any provision to the contrary in the Corporation’s Articles of Incorporation. Such Director action to make, amend or repeal these By-Laws may be taken only upon a affirmative vote of the majority of the Members at a meeting called in accordance with the provisions of Section 4.03 of Aritcle IV of this Code of By-Laws related to special meetings.

ARTICLE XI - Assessments

Section 11.01. Annual Assessments. In preparing the annual budget, the annual assessment may be increased by the Board of Directors by not more than ten percent (10%) above the annual assessment for the previous year without a vote of the Membership. The annual assessment may be increased above ten percent (10%) by a vote of not less than two-thirds (2/3) of the Members who are voting in person or by proxy at any meeting called for such purpose at which a quorum is present.

Section 11.02. Special Assessments. Special assessments shall be made in accordance with Section 2.04 of the Covenants, Conditions, and Restrictions of Spring Creek.

END