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DECLARATION

OF COVENANTS,

CONDITIONS AND RESTRICTIONS THE GATES OF PARK WEST SUBDIVISION

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DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS THE GATES OF PARK WEST SUBDIVISION TABLE OF CONTENTS
ARTICLE I Definitions Association Owner . ...
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Properties
Added Property

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Common .Area .. Lot , Member Declar.ant '" The Association

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Common Recreational Lot

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ARTICLE II Property Rights Owners' Easements ofEnjoyrnent Delegation of Use ; Title to Common Area Boundary Changes; Amenity Area Additions

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Annexation

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ARTICLEID Membership and Voting Rights

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Membership. .. V oting Rights

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ARTICLE IV Covenants for Assessments Creation of the Lien and Personal Obligation of Assessments Purpose of Assessments Amount of Annual Assessments Lots Owned by Declarant. Special Assessments for Capital Improvements Notice andQuorum for any Action Authorized under Sections 3 and 4 Uniform Rate of Assessment Date of Commencement of Annual Assessments, Due Dates Effect of Nonpayment of Assessments, Remedies of the Association Subordination of Lien to Mortgagees

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ARTICLE V . Architectural Control Approval Required When Approval Deemed Granted Right to Inspect

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ARTICLE VI Use Restrictions Rules and Regulations , ,........ .. ..... Residential Use of Properties , , Number of Units " , , , , Development Guidelines , ,., ," Review of Architectural Plans and Development Activities , .. , , . , ...

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Residence Size Setbacks

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Compliance With Ordinances and Restrictions
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Buffers, Lagoons, Drainage Areas, etc Exterior Maintenance ,

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M.aximum Height Subdivision of Lots Walls and Fences .

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Accessory and Temporary Structures , , Parking and Driveways Gar-ages Changing Elevations , , View Obstructions at Street Intersections Delivery Receptacles and Lot Identification Markers Completion of Construction , Animals and Pets
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Offensive Activities . "

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Signs ,.. Screening and Clotheslines , Antennas and Satellite Dishes , Garbage and Refuse Disposal Water, Sanitary and Storm Water Systems
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Model Homes .. Easements
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Waivers of Rules and Regulations Enforcement of Rules and Regulations

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Clear Access ..,. Sight Restrictions Noise Restrictions

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Exterior Alterations Weapon and Noise Restrictions

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Other Rules and Regulations , .. , , .. , Cornmon Elements Use Restrictions,

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ARTICLEvn Easements

Resenration Common Area
Encroachments Cross-Easements

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ARTICLEVm Repair, Restoration and Rebuilding; Insurance Repair Restoration and Rebuilding Lien Rights of Association ....................................•

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Insurance Required

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Association Not Liable Association's Right to Insurance Obligation of Association Common Area ,., ARTICLE IX Rights of First Mortgagees Planned Unit Development

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Assessment

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Material Changes Taxes and Other Charges Rights in Insurance Proceeds and Condemnation Award

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Notice to Mortgagee

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Further Rights of Mortgagees Contract Services ARTICLE X General Provisions Application

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Amendment ." Lease of Residence Liability Insurance Fidelity Bonds

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Waiver Conflicts Gender and Number

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STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON
THIS DECLARATION,

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DECLARATION CONDITIONS

OF COVENANTS,

AND RESTRICTIONS

THE GATES OF PARK WEST

SUBDIVISION

(the "Declaration),

made on the date hereinafter set forth by

Winston-Carlyle & Company Park West, LLC, hereinafter referred to as "Declarant,"

WITNESSETH THAT:
WHEREAS, the Declarant is the owner of certain property in Charleston County, South

Carolina (the "Property"), more particularly described as follows: All that certain piece, parcel or tract of land, with all improvements thereon, situate, lying and being in the Town of Mount Pleasant, County of Charleston, State of South Carolina, containing 53.449 Acres and being shown on a boundary survey of Parcel 19, Park West owned by Parkwest Development, Inc. prepared by Southeastern Surveying, Inc., dated August 4, 1998 and recorded in the Office of the Register of Deeds for Charleston County in Book EC at Page 682, and being more particularly shown and delineated on a Subdivision Plat of Parcel 19, Park West owned by LandTech Charleston, LLC, dated August 4, 1998, revised August 19, 1998 and recorded in the Office of the Register of Deeds for Charleston County in Book EC at Page 689,'and shown on said latter plat as having the following boundaries and measurements, to-wit: Beginning at an iron on the eastern right-of-way margin of Park West Boulevard and the western boundary of a 200 foot aviation easement as shown on said plat, thence running S76°17'29"W along Park West Boulevard for a distance of90.00 feet to an iron; thence turning and running along Parcel 12 as shown on said plat the following courses and distances: N13 °42'31 tlW a distance of 754.99 feet to an iron, thence N'76°21 '16"E a distance of 30.42 feet to an iron, thence N13°41'53"W a distance of294.18 feet to a point and S76°19'14nw a distance of 10.32 feet to a point; thence turning and running S76°19'14"W along Parcel 12 and a portion of Proposed ParcellS, property of LandTech Charleston, LLC as shown on said plat a total distance of 951.16 feet to an iron; thence turning and running N89°49'24"W along a portion of Proposed Parcel 15~property of LandTech Charleston, LLC as shown on said plat a distance of 480.36 feet to an iron; thence turning and running along property of Land Tech Charleston, LLC as shown on said plat, the following courses and distances: NOoolO'36"E a distance of 1,042.05 feet to an iron, thence N29°47'51 nw a distance of 601.57 feet to an iron; thence N74 °30'11 "E a distance of 581.27 feet to an iron, thence S79°23'05"E a distance of884.73 feet to an iron; thence turning and running along a 200 foot Aviation Easement, property of LandTech Charleston, LLC as shown on said plat the following courses and distances: S 13°42'16"E a distance of 894.25 feet to an iron, thence in a curved line having a chord bearing of S 17°32'1611E for a chord distance of 116.26 feet to an iron, thence in a curved line having a chord bearing ofS12°27'07"W for a chord distance of17.63 feet to an iron, thence 813 °42'16"E a distance of 405.09 feet to an iron, thence S13 °39'30uE a distance of 1,049.13 feet to the iron being the point of beginning.

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WHEREAS, the Declarant intends to develop on the Property hereinabove described a residential community, consisting of up to four phases to be known as The Gates of Park West Subdivision, providing a planned residential community, consisting of 88 Lots in Phase I, with a unit on each for family residence. WHEREAS, the Property referenced herein is subject to (a) the Park West Master

Association Declaration of Covenants, Conditions and Restrictions recorded in the R1v1COffice for Charleston County in Book P274 at page 275, as modified by amendments recorded in '!he RMC Office for Charleston County in Book Y304 at Page 606 and Y317 at Page 81, and subsequent amendments thereto (all of which are referred to in this Declaration as the "Master Association Declaration"); and (b) the Declaration of Covenants, Conditions and Restrictions of Park West

Amenity Association, Inc -.recorded in the RMC Office for Charleston County in Book P296 at Page 678, as modified by amendment recorded in the RMC Office for Charleston County in Book Y304 at Page 613, and subsequent amendments thereto (all of which are referred to in the Declaration as the "Amenity Association Declaration"). NOW, THEREFORE, the Property is made subject to this Declaration. ARTICLE I Definitions Section }. "Association" shall mean and refer to The Gates of Park West Council of Co-

Owners, Inc., a South Carolina non-profit corporation, its successors and assigns. Section 2. "Owner" shall mean and refer to the record Owner, whether one or more

persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having an interest merely as security for the performance obligation ..
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Section 3.

"Properties" shall mean and refer to that real Property hereinabove described,

and Added Property. and any personal property acquired by the Association. Section 3a. "Added Property" means such additional property (and all improvements

thereon) as is added to the Property and made subject to the Declaration from time to time in accordance with the procedure set forth in this Declaration. Section 4. "Common Area" shall mean and refer to all real property (including any

improvements thereon, and personally used in connection therewith) owned by the Associarien for the common and exclusive use and enjoyment of the Owners and others entitled to the use thereof, and includes without limitation the entrance ways, easements within Common Areas, Common Recreational Lot, Cabana, the Pool and all rights of the Association in any ground water detention area. The Common Area to be owned by the Association at the time of the conveyance of the first Lot is described as follows:

SEE EXHIBIT "A"

Section 5.

"Lot" shall mean and refer ·to any plot of land permitted for one residential

dwelling and permitted appurtenances shown upon any recorded subdivision plat of the Properties, together with the improvements thereon, with the exception of the road and Common Area. Section 6. "Common Recreational Lot" shall mean that lot designated on the Plat of

survey by the Declarant as the Common Recreational Lot. Section 7. the Association. "Member" shall mean and refer to every person or party who is a member of

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Section 8. "Declarant" shall mean and refer to Winston-Carlyle & Company Park West,

LLC, or any person or entity who succeeds to the title of Declarant to any portion of the Properties· by sale or assignment of all of the interests of the Declarant in the Properties, if the instrument of sale or assignment expressly so provides, or by exercise of a right of foreclosure of a mortgage given by the Declarant or a deed in lieu thereof. Any such person or entity shall be entitled to exercise all rights and powers conferred upon Declarant by this Declaration, the Articles of Incorporation or Bylaws of the Association. Section 2. "The Association", subject to the rights of the Owners set forth in this and control of the

Declaration, shall be responsible for the exclusive management, maintenance

Common Area, all improvements thereon and all furnishings and equipment therein and shall keep

it in good, clean, attractive and sanitary condition, order and repair pursuant to the tenus and conditions of this Declaration and By Laws ..

ARTICLE II
Property Rightl;l Section 1. Owners' Easements of Enjoyment. Every Owner shall have the right and

easement of enjoyment in and to the Common Area, which shall be appurtenant to and pass with the title to every Lot, subject to the following provisions: (a) The rights of the Association to formulate, publish and enforce rules and

regulations regarding the use of the Common Area; (b) The right of the Association to suspend the voting rights and right to the use of any recreational facilities by an Owner for any period during which any assessment against his Lot

remains unpaid; or for any infraction of its published rules and regulations;

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(c) The right of the Association to dedicate or transfer all or any part of the Common Area 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 a

document is recorded which is executed by the President of the Association and which affirms that such dedication or transfer has been approved by the vote of at least two thirds (o/s) of the Members voting pursuant to a vote held in accordance with the procedures set forth in the bylaws of the Association. (d) The right of the Declarant, so long as it owns any Lots, to place promotional signs and literature in the Conunon Areas. (e) The rights of the Park West Master Association set forth in the Master Association

Declaration . Section 2. Delegation of Use. Any OWI1ermay delegate, in accordance with the Bylaws of the Association, his rights of enjoyment of the Common Area and facilities to Members of his family, his tenants, or contract purchasers, provided, however, that each such delegee shall reside upon a Lot of such Owner and shall be re9uired to observe the procedures, policies, rules and regulations set forth in this Declaration, the Master Association Declaration, regulations and determinations made pursuant thereto .. Section 3. Title to Common Area. The Declarant hereby covenants for itself, its successors
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and all rules,

assigns, that it will convey the Conunon Area described herein to the Association in' fee simple

as to all Common Areafree and clear of all liens and encumbrances, by December 31, 1999, for . Phase 1, subject only to the provisions of this Declaration, the Articles of Incorporation and Bylaws Association, and utility and drainage easements specifically reserved or indicated on any

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Section 4. Boundary Changes: Amenity Area Additions. Declarant reserves the right and power to change the boundary lines within the property by adding additional phases owned by it and by subjecting it to this Declaration. Declarant also reserves the right and power to change the boundary lines within any Amenity Area owned by it as added property by subjecting it to this Declaration. Section 5. Annexation. Annexation of additional properties, mergers and consolidations,

mortgaging of Common Area, dissolution and amendment of the Articles, requires prior approval of Housing and Urban DevelopmentIV eteran Affairs ("HUDN A") as long as there is a Class B membership.

ARTICLE III
Membership and Voting Rights Section 1. Membership. member of the Association. Every Owner of a Lot which is subject to assessment shall be a

Membership shall be appurtenant and may not be separated from

ownership of any Lot which is subject to assessment. Section

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Voting rughts.

The Association shall have two (2) classes of voting membership;

(a) Class A.

Class A Members shall be all Owners, with the exception of the

Declarant, and each shall be entitled to one (1) vote for each Lot owned. If more than one person owns an interest in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they may deterrnine, but in no event shall more than one (1) vote be cast with respect to any Lot. (b) Class B. The Class B member shall be the Declarant, and it shall be entitled to three (3) votes for each Lot owned. The Class B membership shall terminate and be converted to Class A membership upon the happening of either of the following events, whichever occurs earlier:

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(i) When the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership; or (ii) On December 31, 2003.

ARTICLE IV
Covenants for Assessments. Section 1. Creation of the Lien and Personal ObIigation-Uf.As~ssments. for each Lot owned within the Properties, hereby covenants, The Declarant,

nnd ench Owner of any Lot by

acceptance of a deed therefor, whether or not it shall be so expreNsed in such deed, is deemed to covenant and agree to pay to the Association: (a) Aruma! assessments or charges; (b) Park West Master Associatio~ and Park West Al\\enity Association assessments; and (c) Special assessments for capital improvements,

SHch assessments to be established

and collected as hereinafter provided. The annual and special aSSCl-SSnlcnts, together with interest, costs and reasonable attorneys' fees, shall be a charge on the land and shall be a continuing lien upon the Lot and improvements against which each such assessment

iN mnue. Each such assessment,

together with interest, costs and reasonable attorneys' fees, shall ul~o bQ the personal obligation of the person who was the Owner of such property at the time wh~1\ tht) assessment fell due. The personal obligation of an Owner for delinquent assessments unless expressly assumed by them. Section 2. Purpose of Assessments. The assessments leVied by the Association shall be shall nol Pll8S to his successors in title

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used exclusively for promoting the recreation, health, safety and well'ure of the residents of the Properties, and in particular for the administration, acquisition,
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improVement and maintenance of

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properties, services and facilities devoted to this purpose and providing the serVices and facilities for purposes of and related to the use and enjoyment of the Common Area, including, but not limited to, the cost of utilities, repairs, replacements and additions of improvements on Common Areas, the cost of labor, equipment, materials, management, maintenance and supervision, the payment of taxes assessed against the Common Area, the procurement and m~tenance with the Bylaws, the establishment of insurance in accordance repair and

of an adequate reserve for the maintenance,

replacement of the improvements in the Common Area, the employment of attorneys and other. professionals to represent the Association when necessary, and such other needs as may arise. Section 3. Amount of Annual Assessments. The maximum annual assessment for each Lot

in the Properties shall be payable annually , in advance, and the amount thereof shall be determined as follows:

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(a) Up to and including January 1,2000, the maximum annual assessment shall be no greater than Five Hundred($525.00) Dollars per Lot;

(b) The maximum annual assessment for the calendar year beginning January 1,2000, and for each calendar year thereafter, shall be established by the Board of Directors and may be increased

by the Board of Directors without approval by the membership by an amount not to exceed the
Consumer Price Index "ePI" for the previous year; (c) The maximum annual assessment may be increased without limit by the affirmative vote of two-thirds (2/3) of each class of Members who are voting in person or by proxy, at a meeting duly called for this purpose; (d) The Board of Directors may fix the annual assessments at an amount not in excess of the

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maximum. When the Board of Directors fixes the aruma! assessments for each calendar year, the Board shall, at the same time and in connection therewith prepare, or cause to be prepared and
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published, an annual budget showing the services furnished by the Association and the costs thereof per Lot; Section 4. Lots Owned by Declarant. It is anticipated that the Lots owned by the Declarant will not be furnished all of the services available to Lots which have been acquired by other Owners. (a) Unsold Lots owned by the Declarant shall, at the option of Declarant, be exempt from the payment of assessments. If the Declarant shall exercise its option to be so exempt, Developer agrees to pay to the Association at the end of its annual accounting period, a sum of money equal to the operating deficit experienced by the Association during such year, including however, no amount for reserves for the replacement of improvements. The existence of an amount of any such deficient shall be determined by subtracting the cash expenses of operation from the total amount received by the Association; the Declarant is obligated to pay such deficient expressly contingent upon its notice • of the amount thereof not more than sixty (60) days after the end of such accounting. A Lot shall be deemed "unoccupied" within the meaning of this section when no person has begun to use such Lot as a permanent or temporary place of residence; (b) When an unoccupied Lot becomes occupied or when the ownership thereof is transferred from the Declarant to any other person or entity, whichever occurs first, the said Lot shall become subject to payment of the full annual assessment, beginning with the month immediately following the day such Lot becomes occupied or is transferred, whichever occurs earlier, for the remaining portion of the year and thereafter, and on an annual basis thereafter. Section

5.

Special Assessments

for Capital Improvements.

In addition to the annual

assessments authorized above, the Association may levy, in any calendar 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
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upon the Common

Area, including the necessary fixtures and personal property related thereto, or for the repair of reconstruction of residences as hereafter provided, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes cast in person or by proxy at a meeting duly called for this purpose. All special assessments shall be fixed at a uniform rate for all Lots and may be collected on a monthly basis. Section 6. Notice and Quorum for any Action Authorized under Sections 3 and 4. Written. notice of any meeting called for the purpose of taking any action authorized under Sections 3 and 4 shall be sent to all Members not less than thirty (30) days, nor more than sixty (60) days, in advance of the meeting. At the first such meeting called, the presence of Members or proxies entitled to cast-sixty (60%) percent of all of the votes of each class of membership shall constitute a quorum ..

If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at thesubsequent meeting shall be one-half (1/2) of the

required quorum at the preceding meeting, No such subsequent meeting shall be held more than sixty (60) days following the date set for the preceding meeting. Section 7. Unifonn Rate of Assessment. Both annual and special assessments shall be fixed

at a uniform rate for all Lots and shall be collected on a monthly basis, or any other basis approved by the Board of Directors. Section 8. Date of Commencement of Annual Assessments. Due Dates. The annual

assessments provided for herein shall commence as to Lots sold on the first day of the month following conveyance of the Common Area. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. At least thirty (30) days in advance of each

"<annual

assessment, the Board of Directors shall fix the amount of the annual assessment and give

.Owner subject thereto written notice of each assessment. Due dates shall be established by the

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Board of Directors. The Association, upon demand at any time and for a reasonable charge, shall furnish a certificate in writing 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. Section 9. Effect of Nonpayment of Assessments. Remedies of the Association. Any

monthly assessment not paid within thirty (30) days after the due date shall bear interest from the due date at that rate which is equal to the rate of interest then chargeable by law in the State of South Carolina on money judgments. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the mortgage of real property, and, in either event, interest, costs andareasonableattorney's fee shall be added to the amount of such assessment. Upon

exercise of its right to foreclose, the Association may declare the entire remaining amount of the annual assessment due and payable and collect the same through foreclosure. In the event of any such foreclosure, the Owner shall be required to pay a reasonable rental for the Lot after commencement of the foreclosure action; the plaintiff in such foreclosure shall be entitled to the appointment of a receiver to collect the same. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or by abandonment of his Lot. Section 10. Subordination of Lien to Mortgagees. The lien provided of the assessments for herein shall be subordinate to (1) the lien of any first mortgage, and (2) the lien of any unpaid ad valorem taxes. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to a mortgage foreclosure or any proceeding in lieu of foreclosure shall extinguish the lien of such assessments as to the payment which became due prior to such sale or

transfer. No such sale or transfer shall release such Lot from liability for any assessments thereafter becoming due or from the lien thereof.

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ARTICLE V
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Architectural Control The provisions in this Article V are in addition to those set forth in Section 2.4 of the Master Association Declaration, as amended. Section 1. Approval Required, No building, fence, wall, walk, driveway, mailbox, 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 building plans and site plans sho\lVing the naW;;;

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kfiia,Shape~neIglit, materiafs·~d·lo~tiC;;-~Tth~';ame~;h;ll·h~-;;

been submitted to and

approved in writing as to harmony of external design and location in relation to the surrounding structures and topography by the Board of Directors of the Association committee composed of three (3) or more representatives or by an architectural

appointed by the board. Every effort will

be made when possible to preserve those trees over six inches in diameter, as well as firs, dogwoods and cedars. No change shall be made in the color, stain or painting of any structure or door thereof, exterior design, including balcony or deck thereunto attached, unless so approved. A final inspection by the Board is required prior to occupancy to assure compliance which inspection can not be unreasonably delayed; after thirty (30) days from written request ifnot inspected by the Board, the final inspection requirement is deemed granted. Section 2. When Approval Deemed Granted,

In the event the Board, or its designated

committee, shall fail to approve or disapprove such design or location within thirty (30) 'days after said plans and specifications have been submitted to them, approval shall be deemed granted, and this Article will be deemed to have been fully satisfied; provided, however, that the plans and specifications required to be submitted shall not be deemed to have been received if they contain

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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 the 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. Every effort will be made when possible to preserve those trees over six inches in diameter, as well as firs. dogwoods and cedars. No change shall be made in the color, stain or painting of any structure or door thereof exterior design, including balcony or deck thereunto attached, unless so approved. A final inspection by the Board is required prior to occupancy to assure compliance which inspection can not be unreasonably delayed; after thirty (30) days from written request if not inspected by the Board, the final inspection requirement is deemed granted. Section 2. When Approval Deemed Granted. In the event the Board. or its designated

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committee, shall fail to approve or disapprove such design or location within thirty (30) days after said plans and specifications have been submitted to them, approval shall be deemed granted, and this Article will be deemed to have been fully satisfied; provided, however, that the plans and specifications required to be submitted shall not be deemed to have been received if they contain erroneous data or fail to present accurate information upon which the Board or its committee shall be expected to base its decision. Section 3. Right to Inspect. The Board or its committee shall have the right, at its election, to enter upon any Lot during the construction, erection or installation of improvements or

alterations, -to inspect the work being undertaken in order to determine that such work is being performed in conformity with the approved plans and specifications, and in a good and

workmanlike manner, approving utilized methods and good quality materials .

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not violate any applicable law, does not involve any exterior signage or advertising of the Unit as a place of business, and does not contribute to parking, traffic or security problems, all in the opinion of the Board of Directors of the Association or the Board of Directors of the Master Association. (b) (c) Number of Units. Only one (1) Residential Unit shall be built upon any Lot. Deve10pment Guidelines. In addition to the provisions herein, all development with Guidelines for Park West, dated May 1991~

the Property shall comply with the Development

prepared by Design Works, L.C., as amended from time to time in accordance with the Master Declaration Guidelines (the "Development Guidelines"). Authority for enforcement of the Development Review Board")

is vested in the Development

Review Board (the "Development

established by the Master Association. (Also see Section 4, below.) (d) Review of Architectural Plans and Development Activities. (i) The Master Declaration contains provisions regarding review of plans for

residences and other Development Activity. As a convenience, a copy of Section 2.4 of the Master Declaration dealing with such matters is attached hereto and incorporated herein as an Appendix 1. Section 2.4 and the Development Guidelines are subject to change, however, so an Owner should confirm that the provisions of the Appendix are still current. (ii)

In addition to the policies and procedures of the Master Association set forth

in the Appendix 1, the Board of Directors of the Association may establish and enforce additional rules and regulations relating to review of Development Activity (as defined in the Appendix) which are not inconsistent with the Master Declaration. Any such additional rules and regulations that

currently exist are attached hereto and incorporated herein as Appendix 2.

(iii)

Neither the Declarant, the Board of Directors, the Board of Directors of the

Master Association, the Association, the Master Association, any architectural review entity that is

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established pursuant to the Declaration or Master Declaration, nor any Person who is a member of any of such entities, shall be responsible or liable in any way for any defects in any plans or

specifications approved, or for any structural defects in any work done according to such plans and specifications. Further, such Persons shall not be liable for damages to any Person submitting plans or specifications specifications, for approval under this Section, or to any Person affected by such plans, as a result of mistake of judgment, negligence or non-

approval or disapproval

feasance arising out of, or in connection with, the approval or disapproval or failure to approve or disapprove any such plans or specifications. (e) Residence Size. The enclosed living area of the main structure of a Residential Unit

(exclusive of open porches, porte-cocheres, garages, carports arid breezeways) shall not be less than 1,350 square feet, as measured from the inside of the perimeter walls of the main structure.

I

(f)

Compliance With Ordinances and Restrictions. Each building or structure erected on with applicable zoning, building, setback and similar South Carolina, and in

any Lot shall be located in accordance development standards ordinances

of the Town of Mount Pleasant,

accordance with the restrictions and requirements contained herein. Whichever ordinance, restriction or requirement is more restrictive shall apply. (g) Setbacks. Any building or structure (other than .subordinate structures that are

normally placed between the front of a residence and a street, such as entry lighting standards, utility junction boxes and transformers, mailboxes, etc.) shall be set back at least fifteen (15) feet from any public or private street right-of-wayon which it fronts; provided, however, that exceptions may be

granted by the Development Review Board as to corner Lots and Lots on cul-de-sacs .. For the purpose of determining compliance with setback requirements, roof eaves and steps that extend from •. the first living level of the outside wall of a structure to the finished grade of the Lot shall not be
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considered a part of the structure. The Development Review Board, in its sole discretion, may permit other exceptions, such as on-grade terraces, stoops or similar ancillary exterior extensions of the structure. Any such exception shall be in writing. (h) Buffers, Lagoons. Drainage Areas, etc .. All buffer areas shown on any recorded plat

as part of a Lot shall be maintained by the Association thereof as a planted and landscaped area unless otherwise indicated on the recorded plat. No building or structure that is not indicated on the recorded plat shall be constructed in the buffer area and no parking, storage area or other use th!at is . not indicated on the recorded plat may be maintained therein unless approved in writing by the Development Review Board of the Master Association. No buffer area maintained. by the

Association or Master Association shall be disturbed in any way by an Owner without the express written permission of the Association. The Association or Master Association may, in its sole No

discretion, elect to maintain some or all of such area as an Area of Common Responsibility.

waste, garbage or wastewater shall be discharged, dumped or otherwise placed in any lake, lagoon, canal or drainage easement except as may be expressly approved in writing by the Board of Directors of the Master Association and in accordance with any applicable law. (i) Exterior Maintenance. Each Owner shall maintain the exterior of the Unit in a neat,

orderly, safe and aesthetically attractive condition. The areas to be so maintained include, but are not limited to, paint or stain, roofs, gutters, downspouts, chimneys, vents, heating and air conditioning systems, fences, walls, shutters, mailboxes, driveways, walks, lighting, exterior building surfaces, lawns, trees and landscaping. The owner of a Lot shall keep the Lot free of all tall grass and weeds, undergrowth, dangerous or dead trees and tree limbs, trash and rubbish, and stored materials. G)

Maximum Height. The maximum height for a house is two and one-half (2Y2) stories

above ground; provided that the ARB shall have the right; because of steep topography or similar -16_.-~._!o ...
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•• asons, to allow greater heights on rear and side elevations. Notwithstanding

the above, the house

may not exceed the height allowed under the Dunes West Planned Development Ordinance that is not more than 40 feet above the average grade of building comers. In determining maximum height;

..
chimneys, spires, belfries, cupolas and domes not intended for human occupancy; electrical and mechanical elements; elevator shafts; and other elements permitted by Town of Mt. Pleasant development ordinances and the ARB shall be excluded. (k) Subdivision of Lots. No Lot shall be subdivided unless approved by the BO:aId of

Directors of the Master Association. Two or more Lots (or one Lot and part ofanother Lot) may be combined to form a fewer number of Lots so long as any resulting Lot(s) meet(s) all subdivision and zoning requirements and such combination is approved by the Board of Directors of the Master Association. Ishall After combination, any easements' along side Lot lines between the combined

Lots

be deemed automatically abandoned unless, at the time of combination of the Lots (a) a utility

line or similar use is located within the easement area, or (b) it is likely that a utility line or similar use shall subsequently be required through such easement area, or (c) the Owner of the combined Lot containing such easement records a document in the RMC Office for Charleston County confirming that the easement is not abandoned. The Owner of any combined Lot shall be

responsible for all costs and expenses of removing or relocating any utility located along or adjacent to any side Lot line being abandoned. After combination of the Lots, the structural setback, utility

easements and similar building line requirements shall apply as though the combined Lots are a single Lot. The combination of Lots shall not reduce the Assessments allocable to the combined Lots. After combination of the Lots, the Owners combining lots shall apportion their respective shares of the Assessments attributable to the Lot(s) being combined in the same percentage as that , portion of the combined Lot(s) bears to the total Lots combined. For example, if two Lot owners

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each buy one half of a Lot to combine with their original Lots, each Owner shall pay one half ofthe Assessments allocable to the divided Lot, plus the normal Assessments for the original Lot.

(1)

Walls and Fences. Unless approved by the Development Review Board, no fence or

wall shall be erected, placed, or altered on any Lot that is nearer to any street that the forward (streetside) perimeter of the Residential Unit on the Lot. This restriction shall not apply to a retaining wall that does not extend more than six (6) inches above the finished grade elevation of the earth so retained, reinforced or stabilized. The exposed part of such retaining walls and any other approved walls shall be made of brick, stucco over masonry, treated railroad ties or landscaping timbers,

natural stone or other materials approved in writing by the Development Review Board. Chain link fences are prohibited. In order to permit proper maintenance, unless expressly approved in writing by the Development Review Board, no fence or waIl shall be closer than fifteen (15) feet (as measured horizontally) from the normal high water mark of any lagoon, lake, or drainage ditch or easement, or preclude access to any conunon utility line or facility. (m) AccessoD' and Temporary Structures. No accessory building or structure other than

a garage of similar design features and materials as the main Residential Unit shall be permitted unless expressly approved in writing by the Development Review Board. No shed, tent or temporary structure shall be erected or maintained on a Lot except as may reasonably be required, in the opinion of the Development Review Board, for purposes incidental to the construction, maintenance or repair of improvements on the Lot or approved nearby Property, and such structures are promptly removed upon completion of the construction, maintenance or repair. Unless approved in writing by the Board of Directors of the Master Association, no trailer, camper, shack, tent, garage, pools, in-ground jacuzzi, fencing (example: chain-link), storage building, dog house, rabbit hutch, barn or other

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structure of a similar nature shall be used as a residence, either temporarily or permanently, approved temporary structures shall be neatly maintained during the permitted period of use. (n)

All

Parking and Driveway.s. The Owner of each Lot shall provide usable parking spaces

on the Lot for the greater of (i) at least two (2) vehicles, or (ii) the number of vehicles normally parked on the Lot by occupants of the Residential Unit on the Lot. All driveways, parking spaces and entrances to garages shall be of concrete or such other substance of a uniform quality that (i) confonns to the Development Guidelines or (ii) is approved in writing by the Development Review Board. The number of vehicles parked on a Lot shall not exceed the number of parking spaces on such Lot that are available for parking. All parking shall be within areas specifically designed for parking. No overnight parking shall be permitted on streets and no parking shall be permitted on streets at other times unless expressly approved in writing by the Board of Directors. No unlicenced • vehicle; house trailer; mobile home; boat; boat trailer; camper; habitable motor vehicle; bus; truck or commercial vehicle over one (1) ton capacity; vehicle bearing a prominent commercial logo or lettering; or any inoperable vehicle shall be stored or parked overnight on a Lot except within an enclosed garage, or when otherwise screened from view from adjacent Lots or streets in a manner approved in writing by the Development Review Board of the Master Association, nor shall the
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repair or extraordinary maintenance of automobiles (0)

other vehicles be carried out thereon ..

Garages. Garage doors shall be closed except when vehicles are entering or exiting

the garage, or when a permitted activity with the garage requires that the garage door be temporarily open for ventilation, light or access. Garages shall be used only for parking permitted vehicles and other activities permitted by the Declaration and law that do not interfere with the primary purpose

of parking vehicles .

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(P)

Changing Elevations.

No Owner shall excavate or extract earth from a Lot for any

business or commercial purpose. This restriction shall not apply to any excavation that may occur by the builder of a home on a Lot for the purpose of providing required storm water retention capacity for the Lot or the Property or for removing materials that are unsuitable for construction purposes; provided that the responsible entity shall regrade andlor fill the excavated area as may reasonably be required so that the result is aesthetically acceptable. No elevation changes shall be

permitted that materially affectthe surface grade of an adjacent Lot or cause additional storm water to be discharged over such adjacent Lot, unless approved in writing by the Development Board. (q) View Obstructions at Street Intersections. No structure, tree branches, or other Review

vegetation shall be permitted to obstruct the view of an operator of a motor vehicle, pedestrian, or bicyclist at a street intersection. As a general rule, such obstructions shall be prohibited within that area that lies within the approximately triangular space created by the intersection of the outside of the travel surfaces of any two streets, and extending twenty (20) feet along the edge of each street (i.e. a right triangle that is twenty (20) feet in length from the point of intersection). The

Development Review Board may require a greater view angle at key intersections. The Owner of a Lot shall be responsible for pruning all vegetation within his Lot that would create an unauthorized obstruction and the Association also shall have an easement to remove any unauthorized obstruction. (r) Delivery Receptacles and Lot Identification Markers. The Development Review

Board shall have the right to issue specifications

for andlor approve as to location, color, size,

design, lettering and all other particulars of receptacles for the receipt of mail, newspapers or similar

delivered materials; property identification markers; and name signs .

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(s) ~ssociation

QQmpletion of Construction. The Board of Directors of~e

Association or Master

shall have the right, but not the obligation, to take appropriate Court action, whether at

law or in equity, to compel the inunediate completion of any Residential Unit or structure not completed within one (1) year from the date of commencement of construction. (t) Animals and Pet!i. No animals, livestock, reptiles, fowl or poultry shall be raised,

bred or kept on any Lot, except that dogs, cats or other household pets may be kept, provided. that they are not kept, bred or maintained for any commercial purposes and are housed within

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Residential Unit or any accessory structure that has been expressly approved by the Development: Review Board in writing. Such household pets must not constitute a nuisance or cause unsanitary conditions. Incessant barking or howling of a dog that is clearly audible on another Lot shall be a nuisance. Such household pets shall be maintainedwithin Iconsidered theLotof the Owner and it shall be

a nuisance if such pet is allowed to go upon another Owner's Lot or to be upon the streets

or other Common Areas or Area of Common Responsibility unless under leash or carried by the Owner. No pet shall be permitted to leave its excrement on any portion of the Common Areas or Area of Common Responsibility or the Lot of another Owner and any Owner of such pet shall immediately remove the same. The Board of Directors shall have the right to determine, in its sale discretion, whether a particular pet meets the criteria set forth above, and, if not, it may require the owner of the pet to remove such pet from the Property. (u) Offensive Activities. No noxious, offensive or illegal activities shall be carried on

upon any Unit, nor shall anything be done thereon that is or may become an annoyance or nuisance to the Owners of other Units within the Property or the Park West community. Without limiting the generality of this provision, no exterior speakers, horns, whistles, bells or other sound devices that • emit sounds that are audible on other Lots shall be located within the Property, except security and
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(y)

Qarbage and Refuse Disposal. Trash, garbage or other waste shall be kept in closed,

sanitary containers and; except during pickup periods, shall be kept inside the Residential Unit or within an enclosed or fenced service or storage area. All equipment for the storage or disposal of such material shall be kept in a clean and sanitary condition. All service and storage areas shall be enclosed or fenced in such a manner that the materials within shall be screened from view of the naked eye of a person standing at existing grade on any neighboring Lot, street, or easement. or buffer area containing pedestrian or bicycle paths. Garbage cans, trash containers, boxes, bags, rod loiher trash or debris shall not be placed on the street until after 6:00 P.M. on the day before the date of pickup and all empty containers shall be removed by 6:00 P.M. on the date of pick-up. No burning of any trash or other unreasonable or unsightly accumulation or storage of litter, new or used

building materials, or trash of any kind shall be permitted within any project or upon any common

I

elements. Trash and garbage containers shall not be permitted to remain in public view. (z) Water. Sanitary and Storm Water Systems. Water shall be supplied and sanitary

sewage and storm water shall be disposed of through such system(s) as may be specified by the Master Association. No Owner shall pump water from any lake or lagoon without the express written approval of the Master Association, (aa) Model Homes, Declarant, as well as any builder of homes on the Property, shall have

the right to construct and maintain model homes on any of the Lots. (bb) Easements.

In addition to any easements granted by the Declaration or Master

Declaration, Units shall be subject to those easements, if any, shown on any recorded plat of the Property or a portion thereof that is approved by the Declarant. (cc) • Waivers of Rules and Regulations. The Board of Directors or Development Review

Board may, for good cause, as determined in its sole discretion, waive violations of these Rules and

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fire alarm devices or other devices expressly approved in writing by the Board of Directors of the Master Association. (v) Signs. No signs are pennitted except those that are consistent with the Development

Guidelines) are professionally designed and constructed; are either street signs or signs identifying the Property as a whole or a particular section within the Property; are required to comply with any law regarding zoning hearings, judicial sales or similar mandatory procedures; or advertise the availability of a Lot or Residential Unit thereon during the development and construction period. All signs during the construction Development and development period shall be subject to approval by the

Review Board. No flashing, movable, or neon signage shall be permitted on the

Property. No billboards or signs advertising "for sale" or "for rent", or similar wording shall be

placed on any Unit or displayed where it can be viewed from street or common area on any Unit. (w) Screening and·Clotheslines: Unless otherwise expressly approved in writing by the

Development Review Board, trash containers, pool equipment, solar heating panels, heating and air conditioning systems, and similar equipment shall be screened to conceal them from view of the naked eye of a person standing at existing grade on any neighboring Lot, street, or easement or buffer area containing pedestrian or bicycle paths. All fuel tanks and utility service lines connecting to the Residential Unit or other structures on the Lot shall be underground. prohibited. (x) Antennas and Satellite Dishes. No telecommunications, radio or television Exterior clotheslines are

transmission or reception towers or satellite dishes or antennas shall be erected on any Unit unless it is (i) not more than two feet in height or diameter, (ii) screened from view of the naked eye of a

person standing at existing grade on any street fronting on the Lot or Unit, and (iii) in a location approved in writing by the Development Review Board ..

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Regulations that are not violations of the Master Declaration. Such waiver shall be in writing and either maintained for a reasonable period in the offices of the Association or recorded in the

Charleston County RMC Office. Nothing herein shall be deemed to allow the Board of Directors to waive violations that must be waived by an appropriate governmental authority. Upon request, a copy of such written waiver shall be provided to the Board of Directors of the Master Association. (dd) Enforcement of Rules and Regulations. If an Owner fails to comply with these Rules the Association may take such action as the applicable Board of Directors

and Regulations,

determines is appropriate to enforce the Rules and Regulations or to remedy the problem caused by the Owner's failure to comply, in accordance with the Declaration. The Board of Directors shall gWe the non-complying Owner written notice of the nature of the violation and, if desired, the action that

is required in order to cure the violation. Except in cases in which the Board of'Directorsdetermines that the violation constitutes a safety hazard, violation of law or an emergency situation, the Owner shall have seven (7) calendar days from the date of receipt of notice, or such additional time as may be authorized by the Board of Directors in writing, to cure the violation or to provide to the Board of Directors reasonable evidence that no violation exists. The Board of Directors of the Master 'Association shall also have the right to enforce these Rules and Regulations pursuant to the

procedure set forth above or the procedures set forth in the Master Declaration, as it determines is appropriate. (ee) Clear Access. Driveways, parking areas (except for cars), sidewalks, entrances, of the

stairways, passageways, walks and halls must be kept clear at all times, and no possessions Residents shall be placed in these common areas.

(ff)

Sight Restrictions.

No mops, clothing, rugs or other items shall be hung outside of

the premises so as to be in view of the public area. No large appliances may be placed on patios.

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(gg) premises. (hh)

Noise Restrictions.

No vehicles, of any type, without mufflers shall be allowed on

Bike Restrictions. Motorcycles, scooter bikes, and bicycles shall be parked in

) ,

assigned areas and shall not be parked on dwelling unit, front porch or sidewalk. (ii) Exterior Alterations. No painting or exterior alterations are permitted without the

written approval of the Association.

(jj)

Weapon and Noise Restrictions.

The use of rifles, BB, pellet guns, sli~ts,

firecrackers, or any comparable weapons or noisemakers on the premises is strictly prohibited .. (kk) Other Rules and Regulations. The Board of Directors may issue other Rules and

Regulations from time to time. (11) • Common Elements Use Restrictions, No part of the common elements shall be used

for conunercial establishments of any character. Group or organizational functions shall be permitted with approval from the Board of Directors, provided such activity does not disturb adjoining property Owners nor create a hazard or nuisance to other residents. Said area is restricted to the" general recreational use by residents, their guests and invitees for their mutual enjoyment. The initial design, and overall property use cannot be changed; however, minor modifications can be made by the

required two-thirds majority of votes. The Board of Directors has total authority to monitor, restrict, and regulate all "common area" facilities for the overall use and enjoyment of its residence as it shall so deem appropriate.

ARTICLE VII
Easements Section I. Reservation. Easements for installation and maintenance of utilities and drainage • facilities are reserved as shown on the recorded plats for use by Declarant, utility companies and
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public agencies in connection with this development. Within these easements, no struchn-es, planting or other material shall be placed or permitted to remain which may interfere with the installation and maintenance of utilities, or which may change the direction of flow of drainage channels in the

easements, or which obstruct or retard the flow of water through the drainage channels in the easements. In addition, the Properties shall be subject to a non-exclusive easement in favor of

Declarant for construction of improvements on the Properties and for exhibition and sale of such. improvements. Section 2. Common Area. The Board of Directors shall have the power and authority to grant and establish in, over, upon and across any Common Area conveyed to it such further easements as may be requisite for the convenient use and enjoyment of the property.

Section 3. Encroachments.

All lots and the Common Areas shall be subject to easements

for the encroachment of initial improvements constructed on adjacent lots to the extent that such initial improvements actually encroach, including, without limitation, overhanging eaves, gutters, downspouts, exterior storage rooms, walls, fences, streets and sidewalks. If any encroachments shall occur hereafter as a result of settling or shifting of any improvements, permissible repair, construction, reconstruction or alteration, or or as a result of any or

as

a result of condemnation

eminent domain proceedings, a valid easement is hereby declared to exist for such encroachment and the maintenance of the same. Every Lot shall be subject to an easement for entry and encroachment by the Declarant for a period not to exceed eighteen (18) months following conveyance of said Lot to its original Owner for the purpose of correcting any problems that may arise regarding grading and drainage. The Declarant, upon making entry for such purpose, shall restore the affected Lot or Lots

or as near the original condition as practicable .

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Section 4. Cross-Easements.

Any lot that has been subdivided from a duplex to a single unit

shall have non-exclusive cross-easements between lot A and B for the common enjoyment of both lots.

ARTICLE VIII
Repair. Restoration and Rebuilding; Insurance Section 1. Repair Restoration and Rebuilding, In the event any part of the Properties
01'

any

of the residential units thereon shall be damaged or destroyed by fire, other casualty or any other cause or event whatsoever, the Owner or Owners of the Property so damaged or destroyed shall cause it to be repaired, restored or rebuilt, as the case may be, as rapidly as possible to at least as good a condition as existed immediately prior to such damage or destruction, If and in the event the structure is irreparable, the lot Owner may remove the debris and restore the lot to its original

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condition prior to the building of the structure. Section 2. Lien Rights of Association,

In any case in which an Owner or Owners of the

home concerned shall fail to carry out and see that the repair, restoration or rebuilding required by the provisions of this Article IX, or shall request the Association to carry out and make such repair; restoration or rebuilding, the Association shall have the right to carry out and make the repair, restoration or rebuilding required by the provisions of this Article IX, provided, however, that to the extent any insurance proceeds are insufficient as to any home, the particular Owner shall be

responsible to the Association for such deficiency, and the Association shall have, andis hereby given, a continuing lien on the Lot for which any such repairs or rebuilding are furnished by the Association in the aggregate amount of (a) the costs thereof, (b) interest at the rate of interest permitted by law on money judgments in South Carolina from the date of the Association's payment ., of such costs, and (c) reasonable attorneys' fees and any court or other costs incurred by the
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Association

in connection therewith, which lien shall encumber such Lot in the hands of such

Owner, his heirs, devisees, personal representatives, grantees and assigns. In the event such Owner does not forthwith fully repay the Association therefor, as aforesaid, such lien may be foreclosed against the Lot by the Association, in the same manner as herein provided in connection with unpaid assessments. The Association's lien in this Section 2 provided shall be subordinate to the lien of any first mortgage, now or hereafter upon the Lot. Section 3. Insurance Required. Each Owner shall maintain in full force and effect at aU

times insurance covering the improvements erected upon his Lot consisting of, or providing all the protections afforded by, the insurance now generally described as fire, extended coverage, additional extended overage, vandalism and malicious mischief, to one hundred (100%) percent of the full insurable value thereof, with loss payable on the basis of the cost of replacement without deduction for depreciation. Section 4. Association Not Liable. The Association and its officers, directors, employees, agents and representatives shall have no liability to any Owner for damage to or loss of either the real or any personal property of said Owner. Each insurer of any of said Owner's interest in said real or personal property shall, by appropriate provision in each policy of insurance concerned, waive its rights or subrogation against the Association representatives. Section 5. Association's Right to Insurance. The failure by any Owner to carry, maintain, and its officers, directors, employees, agents and

or.renew any insurance required by this Article IX shall give the Association the right (but not the
duty) to proceed to obtain such insurance or lesser as it may deem advisable, and the cost thereof shall be due to the Association from the Owner of the Lot so insured forthwith upon demand, and such cost shall be collectible in the same manner as assessment.
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Section 6. Obligation of Association.

Notwithstanding

anything to the contrary herein

contained) the obligations of the Association under the provision of this Article IX shall be limited to the repair, restoration and rebuilding of the Common Area, and the Association shall not be responsible for repair, restoration or replacement of any real or personal property of the Owners' or others. Section 7. Common Area. The Association shall obtain and maintain property insurance covering all of the Common Area (except land, foundations, excavations and other items normally excluded from coverage), including service equipment and fixtures, insuring against loss by fire and other perils normally covered by standard extended coverage and all other perils normally covered by the standard "all risk" endorsement, for an amount equal to one hundred (100%) percent of the current replacement cost of such items, which policy or policies shall provide that the terms thereof

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may not be canceled or substantially modified without at least. ten (10) days' written notice to the Association.

ARTICLE IX
Rights of First Mortgagees The following provisions, in addition to the provisions set forth elsewhere in this Declaration, shall be applicable to the holders, guarantors or insurers of first mortgages upon Lots subject to this Declaration and any amendments hereto. Section 1. Planned Unit Development. This Declaration and other constituentdocuments

create a planned unit development hereinafter referred to as a "PUD." Section 2. Assessment. Any first mortgagee who obtains title to a Lot pursuant to the

remedies provided in its mortgage shall not be liable for unpaid assessments which accrued prior to • the acquisition of title to such Lot by the mortgagee. -29-

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Section 3. Material Changes. Unless the Association shall have received the prior written

approval of at least one third (1/3) of the first mortgagees (who have infonned the Association of their addresses in writing and requested to participate in such decisions), the Association shall not be entitled to do any of the following: (a) By act or omission, seek to abandon, partition or subdivide, sell or transfer the Common Area owned, directly or indirectly; provided, however, that the granting of easements for public utilities or for other public purposes consistent with the intended use of such Common Area, shall not be deemed a transfer within the meaning of this clause; (b) Change the method of determining the obligations, assessments, dues or other changes which may be levied against any Lot or the Owner thereof; (c) By act or omission, change, waive or abandon any scheme of regulations, or enforcement

I

thereof, pertaining to architectural design or the exterior appearance of residential dwellings, the maintenance of common fences and driveways, or the upkeep of lawns, plantings and improvements located in or on the Common Area; (d) Fail to maintain fire or extended coverage on insurable improvements to the Common

Area on a current replacement cost basis in an amount not less than one hundred (100%) percent of the insurable value thereof; and (e) Use hazard insurance proceeds for loss to any Common Area improvements than the repair, replacement or reconstruction of such improvements. Section 4. Taxes and Other Charges. First mortgagees of Lots subject hereto may, jointly or singly, pay taxes or other charges which are in default and which may, or have become, a charge for other

against any of the Common Area, and may pay overdue premiums on hazard insurance policies, or

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secure new hazard insurance coverage on the lapse of such policies for such Common Area, and first mortgagees making such payments shall be immediately reimbursed therefor by the Association. Section 5. Rights in Insurance Proceeds and Condemnation Award. No provision of the

PUD constituent documents gives an Owner or any other party priority over any of the rights ofany
first mortgagee contained in its mortgage, in or to a distribution to such Owner of insurance proceeds or condemnation award or losses to or a taking of the Common Area or any part thereof. Section 6. Notice to Mortgagee. A first mortgagee, upon request, is entitled to written

notification from the Association of the following: (a) any default in the performance by its borrower of any obligations under the PUD constituent documents which is not cured within sixty (60) days; (b) any condemnation loss or any casualty loss which affects a material portion of the Properties or any of such mortgagee's security; and (c) any lapse, cancellation or material modification of any

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insurance policy or fidelity bond maintained by the Association. reasonable administration fee to cover the cost of this service.

Mortgagee will agree to pay a

Section 7. Further Rights of Mortgagees. The Association shall make this Declaration, any Bylaws or other rules pertaining to the Properties, as well as all books, records and financial statements, available for inspection by any mortgagee during normal business hours or under other reasonable circumstances. Any mortgagee, upon its request, shall be entitled to a fmancial statement for the immediately preceding fiscal year. Section 8. Contract Services. No agreement or lease, entered into on behalf of the

Association prior to the termination of Class B membership, as provided in Section 2(b), Article ill, shall be binding on the Association, unless the agreement or lease shall permit termination by either party without cause and without payment of a termination fee upon written notice of ninety (90) days •. or less. -31-

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ARTICLE X General Provisions Section 1. Application. All Owners, employees of Owner and tenants or any other who

may, in any manner, use the Properties or any portion thereof shall be the subject to the provision hereof and to the provision of the Articles of Incorporation and the Bylaws of the Association. Section 2. Enforcement. The Association or any Owner shall have the right to enforce, by proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens or charges now or hereafter imposed by the provisions of the Declaration. Failure by 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. Section 3. Severability. Invalidation of anyone of these covenants or restrictions, by

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judgment or court order, shall not affect any other provisions which shall remain in full force and effect. Section 4. Amendment. The covenants and restrictions of this Declaration shall run with

the land and bind the land for a term of twenty (20) years from the date this Declaration is recorded, after which time it shall automatically be extended for successive periods of ten (10) years. This Declaration may be amended during the first 20-year period by a recorded Amendment which is executed by the President of the Association and which affirms that such dedication or transfer has been approved by the vote of at least two thirds (o/s) of the Members voting pursuant to a: vote held in accordance with the procedures set forth in the bylaws of the Association; provided, however, that . the Board of Directors and Declarant may amend this Declaration without the consent of Owners to

correct any obvious errors or inconsistencies in drafting, typing or reproduction or to conform the Declaration to the requirements of any applicable law or regulation. All amendments shall forthwith
C;\Pui<ollJ'u\: WeSl\Ded nfCov6."1"l

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be recorded in any public office where this Declaration may be recorded and shall be effective upon such recordation. Section 5. Lease of Residence. No residence shall be leased for transient or hotel purposes, nor for less than 30-day periods, nor may any Owner lease less than his entire residence. Any lease must be in writing and provide that the terms of the lease and occupancy of the dwelling shall be subject in all respects to the provisions of this Declaration and of the Bylaws and Articles of Incorporation, and that any failure by any lessee to comply with the terms of such documents shall be In default of such lease. Section 6. Liability Insurance. The Association shall obtain and maintain a broad form of public liability insurance policy covering all of the Common Area and all damage or injury caused

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by the negligence of the Association or any of its agents, officers or employees in an amount of not less than $1,000,000.00 for each occurrence, and such policies shall contain a waiver of the right of subrogation against the Association, its Members, officers, agents or employees. Section 7. Fidelity Bonds. The Association shall maintain, as a common expense of the

Association, blanket fidelity bond coverage against dishonest acts by officers, directors, agents and employees and all other persons handling or responsible for funds of or administered by the

Association. Such fidelity bonds shall: (a) Name the Association as an obligee; (b) Be written in an amount equal to at least 150% of the estimated annual budget of the Association, including reserves; (c) Contain waivers of any defense based upon the exclusion of persons who serve

without compensation from any definition of "employee" or similar expressions; and

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(d) Provide that they may not be canceled or substantially

modified (including

cancellation for non-payment of premiums) without at least ten (10) days' prior written notice to the Association. Similar bonds shall be required covering any management agent employed by the Association for such agent's officers, employees and agents handling or responsible for funds of, or administered on behalf of, the Association. Section 8. Waiver. No provision hereof shall be deemed to have been abrogated or waived

by reason of any failure to enforce the same, regardless of the number of violations or breaches which may occur. Section 9. Conflicts.

In the event of any irreconcilable conflicts between-this Declaration

and the Bylaws or Articles of Incorporation, the provisions of this Declaration shall control. Inthe event of any irreconcilable conflict between the Articles of Incorporation of the Association and the Bylaws of the Association, the provisions of the Articles of Incorporation shall control.

Section 10. Gender and Number. All pronouns used herein shall be deemed to include the masculine, the feminine and nonpersonaI entities, as well as the singular and plural wherever the context provides or permits. IN WITNESS WHEREOF, Winston-Carlyle & Company Park West, LLC have caused this Declaration to be executed on this

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day of--=-~.:..:\....:::'=B'-'r •.::.:"~'-!::~..:...._

,

1999.

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STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON

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PROBATE

PERSONALLY APPEARED before me the undersigned witness who, on oath, says that (s)he saw the within-named Winston-Carlyle & Company Park West, LLC by its authorized officers sign, seal and as its act and deed deliver the within-written instrument, and that (s)he with the other witness whose name appears above witnessed the execution thereof.

SWO~before
day of
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me this dO'f?,1999.

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Notary Public for South Carolina My Commission Expires: S-- -:> ~ r:;/

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ARTICLE V Directors
Section 1. Number and Qualification. The affairs of Corporation shall be governed by the Board of Directors composed of at least Three (3) persons and not more than Five (5) persons; a majority of whom (after the. first annual meeting of members) shall be members of the Corporation. _ Section 2. Initial Directors. The initial Directors shall be selected by the Grantor and need not be members of the Corporation. The names of the Directors who shall act as such from the date upon which the Declarations are recorded in the Office of the ROD for Charleston County, South Carolina, until the first annual meeting of the members or until such time as their successors are duly chosen and qualified are as follows: JOHN M. PARKER 1. KEVIN COBB 'NHITNEY POPELKA Section 3. Powers and Duties. The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Corporation and may do all such acts- and things as are not by law or by these By-Laws directed to be exercised and done by the members. The powers and duties of the Board of Directors shall include but not be limited to the following: To provide for the (a) Care, upkeep and surveillance of the project and its general common elements and services in a manner consistent with law and the provisions of these By-Laws and the Declaration. (b) To establish and provide for the collection of assessments and/or carrying charges from the members and for the assessment and/or enforcement of liens therefor in a manner consistent with law and the provisions of these By-Laws and the Declaration. (c) Designation, hiring and/or dismissal of the personnel necessary for the good working order of the project and for the proper care of the general common elements and to provide services for the project in a manner consistent with law and the provisions of these By-Laws and the Declaration. (d) To' promulgate and enforce such rules and regulations and such restrictions on or requirements as may be deemed proper respecting the use, occupancy and maintenance of the project and the use of the general common elements as are designated to prevent unreasonable interference with the use and occupancy of the project and of the general common elements by the members. all of which shall be consistent with law and the provisions of these By-Laws and the Declaration. (e) To authorize. in their discretion, patronage refunds from residual receipts when and as reflected in the annual report. Section 4. -Management Agent. The Board of Directors may choose from among their number a management committee or in lieu thereof may employ for the Corporation a management

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agent (the "Management Agent") at a rate of compensation established by the Board of Directors [0 perform 'such duties and 'services as the Board of Directors shall-authorize, including. but not necessarily limited to, the duties set out in subsections (a) through (d) of Section 3 of this Article. Section 5. Election and Term of Office. The term of the Directors named herein and in the Articles of Incorporation shall expire when their successors have been elected at the first annual meeting of members and are duly qualified. At the first annual meeting of the members the term of office of the Director receiving the greatest number of votes shall be fixed for Three (3) years. The term of office of the Director receiving the next greatest number of votes shall be fixed at Two (2) years and the term of office of the other Director or Directors shall be fixed at One (1) year. At the expiration of the initial term of office of each respective Director. his successor shall be elected to serve a term of Three (3) years. The Directors shall hold office until their successors have been elected and hold their first meeting. Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; arid each person so . elected shall be a Director until a successor is elected by the membersat the next annual meeting to serve out the unexpired portion of the term, . . Section 7. Removal of Directors. At a regular or special meeting duly called, any Director may be removed with or without cause. by the affirmative vote of the majority of the entire regular membership of record and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. The term of any Director who becomes. more than Thirty (30) days delinquent in payment of any assessments and/or carrying charges shall be automatically terminated and the remaining Directors shall appoint his successor as provided in Section 6 o~ this Article. Section 8. Compensation. Except for those Directors named as such in Section 2 of Article V of these By-Laws. and any of their successors elected prior to the first annual meeting of the members of the Corporation. no compensation shall be paid to Directors for their services as Directors. After the first annual meeting of the members, no remuneration shall be paid to any Director who is also a member of the Corporation for services performed by him for the Corporation in any other capacity unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors before the services are undertaken. Section 9. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within Ten (10) days of election at such place as shall be fixed by the Directors at tile meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, provided a majority of the whole Board of Directors shall be present. Section 10. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but ~t least Two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of WheBoard of Directors shall be given to each Director, personally or by mail. telephone or telegraph, at least Six (6) days prior to the day named for such meeting.
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Section 1"1. Special Meetings. Special meetings of the Board of Directors may be called by the President on Three (3) days notice to each Director, given personally or bymail, telephone or telegraph. which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least Three (3) directors. . Section 12. Waiver·ofNotice. Before or at aJJYmeeting of the Board of Directors. any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board of Directors shall be a waiver of notice by him of the time, place and purpose thereof. If all the Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting. Section 13. Quorum. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At.any such meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. . Section 14. Action without Meeting. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors . . Section 1S.. Fidelity Bonds, The Board of Directors shall req.uire that all officers and employees of the Corporation handling or responsible for corporate or trust funds shallfurnish . adequate fidelity bonds. The premium on such bonds shall be paid by the Corporation.

ARTICLEVl Officers
Section 1. Designation. The principal officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The officers of the Corporation need not be members of the Corporation. The Directors may appoint an assistant secretary and an assistant treasurer and such other officers as in their judgment may be necessary. The offices of Secretary and Treasurer may be filled by the same person. Section 2. Election of Officers. The officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office the pleasure of the Board of Directors.

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Section 3. Removal of Officers. Upon an affirmative vote of a majority of the members • of the Board of Directors. any officer may be removed either with or without cause, and his • successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such purpose.

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Section 4. 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. He shall have all of the general powers and duties which are usually vested in the Office of President ofa Corporation. including, but not limited to, the power to appoint committees from among the membership from time to time as he may, in his discretion, decide is appropriate to assist in the conduct of the affairs of the Corporation. " Section 5. Vice-President. The Vice-President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board shall appoint some other member of the Board to dose on an interim basis, The Vice-President shall also perfonnsuch other duties as shall from time to time be imposed upon him by the Board of Directors. Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Corporation; he shall have custody of the seal of the Corporation; he shall have charge of the membership transfer books and of such other books and papers as the Board of Directors may direct; and he shall, in general, perform all duties incident to the office of Secretary. Section 7. Treasurer. The Treasurer shall have responsibility for corporate funds and securities and shall be responsible for keeping fun and accurate accounts of all receipts and disbursements in books belonging to the Corporation. He shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Corporation in such depositories as.rnay.frorn time to time be designated by the Board of Directors.

ARTICLEvn"
Liability and Indemnificatlen . of Officers and Directors
Section 1. LiabiHty and Indemnification of Officers and Directors. The Corporation shall indemnify every officer and director of the Corporation against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or director in connection with any action, suit or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors of the Corporation) to which he may be made a party by reason of being or having been an officer or director of the Corporation whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors of the Corporation shall not be liable to the members of the Corporation for any mistake of judgment, negligence or otherwise, except for their own individual wi11ful misconduct or bad faith. The officers and directors of the Corporation shall have no personal liability with respect to any contract or other commitment made by them, in good faith.on behalf of the Corporation and the Corporation shall indemnify and forever hold each such officer and director free and hannIess against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director of the Corporation, or former officer or director of the Corporation may be entitled. Section 2. Common or Interested Directors. The Directors shall exercise their powers and duties in good faith and with a view to the interests of the Corporation, No contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation

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By'-LAWS OF GATES OF PARK WEST COUNCIL OF CO-OWNERS,.INC.

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By-LAWS OF GATES OF PARK WEST COUNCIL OF CO-O"WNERS, INC.

T ABLE OF COl'l"'TENTS
ARTICLE I . Name and Location Section 1, Name and Location, ARTICLED Declaration Section 1. Declaration Section 2. Other Definitions ARTICLE ill Membership Section Section Section Section Section 1 1

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1 1
1

1. Members ' 3. Lost Certificates 4. Lien 5. Liquidation Rights
2. Membership Certificates '

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1 1
1 ,2

2

ARTICLE IV Meeting of Members Section 1. Place of Meetings Section 2. :Annual Meetings Section 3. Special Meetings Section 4. Notice of Meetings Section 5. Quorum .. · Section 6. Adjourned Meetings Section 7.. Voting Section 8. Proxies Section 9. Order of Business Section 10. Annexation

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ARTICLE V

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Section Section Section Section Section Section Section Section Section 1. 2. 3, 4. 5. 6. 7. 8. 9.

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Number and Qualification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Initial Directors :4 Powers and Duties 4 Management Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Election and Term of Office 5 Vacancies 5 Removal of Directors ,.......... 5 Compensation , 5 Organization Meeting. , , , , 5

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Section Section Section Section Section Section ARTICLE. VI Offic~ Section Section Section Section Section Section Section

10. 11. 12. 13. 14. 15.

Regular Meetings , .. , , ,.. Special Meetings ,, ,. .. Waiver of Notice Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Action without Meeting , ,." ; Fidelity Bonds ,, ,.,,,, ,., , , ,

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I, 2. 3. 4. 5. 6. 7.

Designation, , , , , , , , Election of Officers Removal of Officers President Vice-President., Secretary Treasurer .. ,

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ARTICLEVn Liability and Indemnification of Officers and Directors 7 Section 1. Liability and Indemnification of Officers and Directors 7 Section 2. Common or Interested Directors .. . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE VIII Management Sectionl , Section 2. Section 3. Section 4. Section 5.

8 Management and.Common Expenses , ,, 8 Management Agent .. '.' '.' : , 9 Duty to Maintain , ~, 9 Easements. for Utilities and Related Purposes . . . . . . . . . . . . . . . . . . 9 Limitation of Liability ,.................... . 9

ARTICLE IX Casualty Damage - Reconstruction or Repair Section 1. Use of Insurance Proceeds Section 2. Proceeds Insufficient ARTICLE X Fiscal Management , , ,., Section 1. Fiscal Year , Section 2. Books and Accounts Section 3. Auditing Section 4. Inspection of Books .. , .. , . , ,., Section 5. Execution of Corporate Documents .. , Section 6. Seal ,., , .. , , , , ARTICLE XI

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Condemnation Section 1, General ...., .. ,',..... Section 2. Common Area ARTICLE XII Amendment Section I. Amendments, .. ,

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ARTICLExm Compliance - Interpretation - Miscellaneous Section 1. Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., Section 2. Conflict ; . .. Section 3. Severability " . . . . . . . . . . . . . . . . . .. Section 4. Waiver ' Section 5. Captions .'............................................ Section 6. Gender, etc

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BY-LAWS OF THE GATES OF PARK WEST COUNCIL OF CO-OWNERS, INC. ARTICLE I
Name and Location Section 1. Name and Location. The name of this Corporation is The Gates of Park West Council of Co-Owners, Inc. Its principal office is located at The Gates of Park West Subdivision, Charleston County, South Carolina.

ARTICLEll Declaration
Section 1. Declaration. "Declaration" as used herein means that certain Declaration of Covenants, Conditions and Restrictions of The Gates of Park West Subdivision made the l" day of April, 1999 by The Gates of Park West Council of Co-Owners. Inc., with its principal office at The Gates of Park West Subdivision, Charleston County, South Carolina, by which certain described preniises(inc1uding land) are Restricted and Deeded to The Gates of ParkWestCouncilof Co-Owners, Inc. and recorded among the Land Records for Charleston County, South Carolina, and to which these By-Laws are intended to enforce. Section 2. Other Definitions. Unless it is plainly evident from the context that a different meaning is intended, all other tenus used herein shall have the same meaning as they are defined to have in the Declaration of Covenants, Conditions and Restrictions of The Gates of Park West Subdivision.

ARTICLE III Membership
Section 1. Members. Every person, group of persons, corporation, trust or other legal entity, or any combination thereof, which owns a lot within the subdivision project shall be a member of the Corporation, provided, however, that any person, group of persons, corporation, trust or other legal entity, or any combination thereof, which holds such interest solely as security for the performance of an obligation shall notbe a member. Section 2. Membership Certificates. Each membership certificate shall state that the Corporation is organized under the laws of the State of South Carolina, the name of the registered holder of the membership represented thereby, and shall be in such form as shall be approved by the Board of Directors. Membership certificates shall be consecutively numbered, bound in one or more books, and shall be issued therefrom upon certification as to full payment. Every membership certificate shall be signed by the President or a Vice-President and the Secretary or an Assistant Secretary and shall be sealed with the corporate seal. Section 3, Lost Certificates. The Board of Directors may direct a certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation and alleged to have been destroyed or lost, upon the making of an affidavit of that fact by the person

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claiming the membership certificate to be lost or destroyed. When authorizing such certificate or certificates, the Board of Directors may, in its discretion. and as a condition precedent to the issuance thereof, require the registered owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as the Board of Directors shall require as indemnity against any claim that may be made against the Corporation. Section 4. Lien. The Corporation shall have a lien on the outstanding regular memberships in order to secure payment of sums which may become due from the holders thereof to the Corporation for any reason whatsoever. Section 5. Liguidation Rights. In the event of any voluntary or involuntary dissolution of the Corporation, the assets shall be dedicated to a public body, or conveyed to a non-profit organization with similar pUl'POSe.

ARTICLE IV Meeting of Members
Section 1. Plac'e of Meetings. Meetings of the membership shall be held at the principal office or place of business of the Corporation' or at such other suitable place convenient to the membership as may be designated-by the Board of Directors. Section 2. Annual Meetings. The first annual meeting of the members of the Corporation shall be held within One Hundred Twenty (120) days after Seventy (70%) per cent of the lots in the project have been sold and title to the same has been conveyed, or on the 1st day of MaYI 2003, whichever shall first occur. Thereafter, the annual meetings of the members of the Corporation shall be held on the second Tuesday of December each succeeding year. At such meeting there shall be elected by ballot of the members a Board of Directors in accordance with the requirements of Section 5 of Article V of these By-Laws. The members may also transact such other business of the Corporation as may properly come before them. Section 3. Special Meetings, It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by members representing at least Twenty (20%) per cent of the total value of the project having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four fifths of the members present, either in person or by proxy. .. Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each member of record, at his address as it appears on the membership book of the Corporation, or ifno such address appears, at his last known place of address, at least Ten (10) but not more than Ninety (90) days prior to such meeting. Service may also be accomplished by the delivery of any such notice to the member at his last known address. Notice by either such method shall be considered as notice served. Attendance by a member at any meeting of the members shall be a waiver of notice by him of the time, place and purpose thereof.

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Section 5. Quorum. The presence, either in person or by proxy, of members representing at least fifty-one (51 %) per cent of the total value of the project shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of members. H the number of members at a meeting drops below the quorum and the question of a lack of quorum is raised, no business may thereafter be transacted except to adjourn the meeting. Section 6. Adjourned Meetings. If any meeting of members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to a time not less than Forty-Eight (48) hours from the time the original meeting was called. . . Section 7. Voting. At every meeting of the members, each of the members shall have the right to cast one vote for each membership which he owns on each question and never more than. one vote. The vote of the members representing Fifty-One (51 %) per cent of the total lots, in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon. which. by express provision of statute or of the Articles of Incorporation, or of the Master Deed or of these B y-la WS, a different vote is req uired, in wh ich case such express provision shall govern and control. The vote for any membership which is owned by more than one person may be exercised by any ofthem present at any meeting unless any objection or protest by any other owner of such membership is noted at such meeting. No member shall be eligible to vote or to be elected to the Board of Directors who is shown on the books or management account of the Corporation to be more than Thirty (30) days delinquent in payment due the Corporation. Section 8. Proxies. A member may appoint any other member or the Grantor or Management Agent as his proxy, In no case may any member (except the Grantor) cast more than one vote by proxy in addition to his own vote. Any proxy must be in writing and must be filed with the Secretary before the appointed time of each meeting. Unless limited by its terms, any proxy shall continue until revoked by a written notice of revocation filed with the Secretary or by. the death of the member. Section 9, Order of Business. The order of business at all regularly scheduled meetings of the regular members shall be as follows: (a) Roll call and certification of proxies. (b) Proof of notice of meeting or waiver of notice. (c) Reading of minutes of preceding meeting. (d) Reports of officers. if any. ' (e) Reports of committees, if any. (f) Election of inspectors of election. (g) Election of directors. (h) Unfinished business. (i) New business. In the case of special meetings, items (a) through (d) shall be applicable and thereafter the agenda shall consist of the items specified in the notice of the meeting.

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Section 10. Annexation. Annexation of additional properties, mergers and consolidations. mortgaging of Common Area, dissolution and amendment of the Articles, requires prior approval of HUDN A as long as there is a Class B membership .

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ARTICLE V Directors
Section l , Number and QuaEfication. The affairs of the Corporation shall be governed by the Board of Directors composed of at least Three (3) persons and not more than Five (5) persons, a majority of whom (after the. first annual meeting of members) shall be members of the Corporation, Section 2. Initial Directors. The initial Directors shall be selected by the Grantor and need not be members of the Corporation. The names of the Directors who shall act as such from the date upon which the Declarations are recorded in the Office of the ROD for Charleston County, South Carolina, until the first annual meeting of the members or until such time as their successors are duly chosen and qualified are as follows: JOHNM. PARKER J. KEVIN COBB WHITNEY POPELKA Section 3. Powers and Duties. The Board of Directors shal1 have all the powers and duties necessary for the administration of the affairs. of the Corporation and may do all such acts and things as are not by law or by these By-Laws directed to be exercised and done by the members. The powers and duties of the Board of Directors shall include but not be limited to the following: To provide for the (a) Care, upkeep and surveiIIance of the project and its general common elements and services in a manner consistent with law and the provisions of these By-Laws and the Declaration. (b) To establish and provide for the collection of assessments and/or canying charges from the members and for the assessment and/or enforcement of liens therefor in a manner consistent with law and the provisions of these By-Laws and the Declaration. (c) Designation, hiring and/or dismissal of the personnel necessary for the good working order of the project and for the proper care of the general common elements and to provide services for the project in a manner consistent with law and the provisions of these By-LaWS and the Declaration. . (d) To' promulgate and enforce such rules and regulations and such restrictions on or requirements as may be deemed proper respecting the use, occupancy and maintenance of the project and the use of the general common elements as are designated to prevent unreasonable interference with the use and occupancy of the project and of the general common elements by the members, all of which shall be consistent with law and the provisions of these By-Laws and the Declaration. (e) To authorize, in their discretion, patronage refunds from residual receipts when and as reflected in the annual report. . Section 4. ·Management Agent. The Board of Directors may choose from among their number a management committee or in lieu thereof may employ for the Corporation ~ management

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agent (the "Management Agent") at a rate of compensation established by the 'Board of Directors to perform such duties and 'servicesas the Board of Directors shallauthorize, including, but not necessarily limited to, the duties set out in subsections (a) through (d) of Section 3 of this Article, Section 5. Election and Term of Office. The term of the Directors named herein and in the Articles of Incorporation shall expire when their successors 'have been elected at the first annual meeting of members and are duly qualified. At the first annual meeting of the members the term of office of the Director receiving the greatest number of votes shall be fixed for Three (3) years. The term of office of the Director receiving the next greatest number of votes shall be fixed at Two (2) years and the tenn of office of the other Director or Directors shall be fixed at One (1) year. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve a term of Three (3) years. The Directors shall hold office until their successors have been elected and hold their first meeting. Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so . elected shall be a Director until a successor is elected by the members at the next annual meeting to serve out the unexpired portion of the term. . Section 7. Removal of Directors. At a regular or special meeting duly called, any Director may be removed with or without cause by the affmnative vote of the majority of the entire regular membership of record and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. The term of any Director who becomes more than Thirty (30) days delinquent in payment of any assessments and/or carrying charges shall be automatically terminated and the remaining Directors shall appoint his successor as provided in Section 6 of this Article. Section 8. Compensation. Except for those Directors named as such in Section 2 of Article V of these By-Laws, and any of their successors elected prior to the first annual meeting of the members of the Corporation, no compensation shall be paid to Directors for their services as Directors. After the first annual meeting of the members, no remuneration shall be paid to any Director who is also a member of the Corporation for services performed by him for the Corporation in any other capacity unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors before the services are undertaken. Section 9. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within Ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, provided a majority of the whole Board of Directors shall be present. Section 10. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least Two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least Six (6) days prior to the day named for such meeting.

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Section 11. Special Meetings. Special meetings of the Board of Directors may be called by the President on Three (3) days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place: (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least. wee (3) directors. . Section 12. Waiver 'of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such-waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board of Directors shall be a waiver of notice by him of the time, place and purpose thereof. If all the Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting. Section 13. Quorum. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is' present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such meeting, any business which might have been transacted at the meeting as originally called may be transacted Without further notice. .

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Section 14. Action without Meeting. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors . . .. SectionIf .. Fideiity Bonds. The Board of Directors shall require that all officers and employees of the Corporation handling or responsible for corporate or trust funds shall' furnish adequate fidelity bonds. The premium on such bonds shall be paid by the Corporation.

ARTICLE VI Officers
Section 1. Designation. The principal officers of the Corporation shall be a President, a Vice President. a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The officers of the Corporation need not be members of the Corporation. The Directors may appoint an assistant secretary and an assistant treasurer and such other officers as in their judgment may be necessary. The offices of Secretary and Treasurer may be filled by the same person. Section 2. Election of Officers. The officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board of Directors.

Section 3. Removal of Officers. Upon an affirmative vote ofa majority of the members of the Board of Directors, any officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such purpose. 7

Section 4. 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. He shall have all of the general powers and duties which are usually vested in the Office of President of a Corporation. including, but not limited to, the power to appoint committees from among the membership from time to time as he may, in his discretion, decide is appropriate to assist in the conduct of the affairs of the Corporation. Section 5. Vice-President. The Vice-President shall take the place of the President and perform his duties whenever the President.shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board shall appoint some other member of the Board to do so on ari interim basis. The Vice-President shall also perforrn such other duties as shall from time to time be imposed upon him by the Board of Directors. Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Corporation; he shall have custody of the seal of the Corporation; he shall have charge of the membership transfer books and of such other books and papers as the Board of Directors may direct; and he shall, in general, perform all duties incident to the office of Secretary. Section 7. Treasurer. The Treasurer shall have responsibility for corporate funds and securities and shall be responsible- for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. He shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Corporation in such depositories as may from time to time be designated by the Board of Directors.

ARTICLE VIr Liability and Indemnification . . of Officers and Directors
Section 1. Liability and Indemnification of Officers and Directors. The Corporation shall indemnify every officer and director of the Corporation against any and all expenses, including counsel fees. reasonably incurred by or imposed upon any officer or director in connection with any action, suit or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors of the Corporation) to which he may be made a party by reason of being or having been an officer or director of the Corporation whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors of the Corporation shall not be liable to the members of the Corporation for any mistake of judgment, negligence or otherwise, except for their own individual wiJIful misconduct or bad faith. The officers and directors of the Corporation shall have no personal1iability with respect to any contract or other commitment made by them, in good faith.on behalf of the Corporationand the Corporation shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director of the Corporation, or former officer or director of the Corporation may be entitled. Section 2. Common or Interested Directors. The Directors shall exercise their powers and duties in good faith and with a view to the interests of the Corporation. No contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation

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and any corporation, firm or association (including the Grantor) in which one or more of the Directors of the Corporation are directors or officers or are pecuniarily or otherwise interested, is either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any corrunittee thereof which authorizes or approves the contract or transaction, or because his or their votes are counted for such purpose, if any of the conditions specified in any of the following subparagraphs exist: (a) The fact of the common directorate or interest is disclosed or known to the Board of Directors or a majority thereof Of noted in the Minutes, and the Board authorizes, approves or .ratifies such contract or transaction in good faith by vote sufficient for the purpose; or (b) The fact of the common directorate or interest is disclosed or known to the members, or a majority thereof, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; or (c) The contract or transaction is commercially reasonable to the Corporation at the time it is authorized, ratified, approved or executed. Common or interested Directors may be counted in detennining the presence of of any meeting of the Board of Directors or committee thereof which authorizes, approves any contract or transaction, and may vote there at to authorize any contract or transaction force and effect as if he were not such director or officers of such other corporation interested. a quorum or ratifies with like or not so

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ARTICLE VIII Management
Section 1. Management and Common Expenses. The Corporation shall manage, operate and maintain the project and, for the benefit of the lot owners thereof, shall enforce the provisions hereof and may payout of the common expense fund herein elsewhere provided for, the following: (a) The cost of providing water, sewer, garbage and trash collection, electrical, gas and other necessary utility services for the common elements and to the extent that the same are not separately metered or billed to each lot owner. (b) The cost of fire and extended liability insurance on the common elements and the cost of such other insurance as the Corporation may effect. (c) The cost of services of a person .or firm to manage the project to the extent deemed advisable by the Corporation, together with the services of such other personnel as the Board of Directors of the Corporation shall consider necessary for the operation of the project, including but not limited to, the grass cutting, and general yard maintenance of all the lots. (d) The cost of providing such legal and accounting may be considered necessary to the operation of the project. (e) The cost of painting, maintaining, replacing, repairing and landscaping the common elements and such furnishings and equipment for the common elements as the Board of 9

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Directors shall determine are necessary and proper, and the Board of Directors shall have the exclusive right and duty to acquire the same. (f) The cost of any and all other materials, supplies; labor, services, maintenance, repairs, taxes, assessments or the like which the Corporation is required to secure or pay.for by law, or otherwise, or which in the discretion of the Board of Directors shall be necessary Of proper for the operation of the common elements; provided, however, that if any of the aforementioned are provided or paid for the benefit of a particular lot or lots, the cost thereof shall be specially assessed to the owner thereof in the manner provided ~n subsection (g) of Section 1 of this Article. (g) The cost of the maintenance or repair of any lot or lots in the event such· maintenance or repair is reasonably necessary in the discretion of the Board of Directors to protect the common areas or to preserve the appearance or value of the project or is otherwise in the interest of the general welfare of all owners of the lots; provided, however, that no such maintenance or repair shall be undertaken without a resolution by the Board of Directors and not without reasonable written notice to the owner of the lot proposed to be maintained and provided further that the cost thereof shall be assessed against the lot owner on which such maintenance or repair is performed, and when so assessed, a statement for the amount thereof shall be rendered promptly to the then owner of said lot at which time the assessment shallbecome due and payable and a continuing lien and obligation of said owner in all respects as provided in Article IX of these By-Laws.

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(h) Any amount necessary to discharge any lien or encumbrance levied against the lot, or any portion thereof, which may, in the opinion of the Board of Directors, constitute a lien against any of the common elements rather than the interest of the owne_r of any individual lot. Section 2. Management Agent. The Corporation may delegate any of its duties, powers or functions. to the Management Agent, provided that such delegation shall be revocable upon One (l). month written notice. The Corporation and the Board of Directors shall not be liable for any omission or improper exercise by the Management Agent of any such duty, power or function so delegated. Section 3. Duty to Maintain. Except for maintenance requirements herein imposed upon the Corporation, if any, the owner of any lot shall, at his own expense, maintain appliances or fixtures therein situate, in good order, condition and repair, and in a clean and sanitary condition; and shall do all painting and the like which may at any time be necessary to maintain the good appearance of his home. Section 4. Easements for Utilities and Related Purposes. The Corporation is authorized and empowered to grant (and shall from time to time grant) such licenses, easements andlor rights-of-way for sewer lines, water lines, electrical cables, telephone cables, gas lines, storm drains, underground conduits and/or such other purposes related to the provision of public utilities to the lots as may be considered necessary and appropriate by the Board of Directors for the orderly maintenance, preservation and enjoyment of the common elements or for the preservation of the health, safety, convenience andlor welfare of the owners of the lots or the Grantor . Section 5. Limitation of LiabiIity. The Corporation shall not be liable for any failure of water supply or other services to be obtainedby the Corporation or paid .for out of the common expense funds, or for injury or damage to person or property caused by the elements or by the owner

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of any lot, or any other person, or resulting from electricity, water, snow or ice which may leak or flow from any portion of the common elements or from any pipe, drain, conduit, appliance or equipment. The Corporation shall not be liable to the owner of any lot for loss or damage, by theft or otherwise, of articles which may-be stored upon any of the conunon elements. No diminution or abatement of common expense assessments, as herein elsewhere provided, shall be claimed or allowed for incon venience or discomfort arising from the making of repairs or improvements to the common elements or from any action 'taken by the Corporation to comply with any law, ordinance or with the order or directive of any municipal or other governmental authority.

ARTICLE IX Casualty Damage ~ Reconstruction or Repair
Section 1. Use of Insurance Proceeds. In the event of damage or destruction by fire or other casualty the same shall be promptly repaired or reconstructed in substantial conformity with the original plans and specifications with the proceeds of insurance available for that purpose, if any. Section 2. Proceeds Insufficient.

.sufficient to repair damage or destruction by fire or other casualty, or in the event such damage or
destruction is caused by any casualty not herein required to be insured against, then the repair or reconstruction of the damaged conunon elements shall be accomplished promptly by the Corporation at its common expense. The ratable share _ the expense of such repairs or of reconstruction may be assessed and the lien for the same shall have all the priorities provided for in Article IX of these By-Laws.

In the event that the proceeds of insurance are not

ARTICLE X FiscalManagement
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January every year, except that the first fiscal year of the Corporation shall begin at the date of incorporation. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors should corporate practice subsequently dictate. Section 2. Books and Accounts. Books and accounts of the Corporation shall be kept under the direction of the Treasurer in accordance with good accounting practices. The same shall include books with detailed accounts, in chronological order, of receipts and of the expenditures affecting the project and its administration and shall specify the maintenance and any repair expenses of the general common .elements and services and any other expenses incurred. That amount of any assessment required for payment on any capital expenditures of the Corporation shall be credited upon the books of the Corporation to the "Paid-in-Surplus" account as a capital contribution by the members. Section 3. Auditing. At the close of each fiscal year, the books and records of the Corporation shall be audited by an independent Certified Public Accountant whose report shall be prepared and certified in accordance with generally accepted auditing standards. Based upon such report, the Corporation shall furnish its members with an annual financial statement including the income and disbursements of the Corporation. 11

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Section 4. Inspection of Books. The books and accounts of the Corporation, and vouchers accrediting the entries made thereupon. shall be available for examination by the members of the Corporation, andlor their duly authorized agents or attorneys during normal business hours and for purposes reasonably related to their interests as members. '. Section 5. Execution of Corporate Documents. With the prior authorization of the Board of Directors, all notes and contracts shall be executed on behalf of the Corporation by either the President or Vice-President, and all checks shall be executed on behalf of the Corporation by such officers, agents or other persons as are. from time to time so authorized by the Board of Directors. Section ti. Seal. The Board of Directors shall provide a suitable corporate seal containing the name of the Corporation, which seal shall be in the charge of the Secretary. If so directed by the Board of Directors, a duplicate seal may be kept and used by the Treasurer or any assistant secretary or assistant treasurer. ARTICLE XI Condemnation Section 1. General. In the event all or any part of the Project shalLbe taken in condemnation or by eminent domain, the award for such taking shall be payable to the Corporation and shall be disbursed by the Corporation as hereinafter provided in this Section.

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Section 2. Common Area. If the taking is of Common Area, the Board of Directors shall arrange for restoration of the remaining Common Area and the Corporation shall disburse the proceeds of the condemnation award in the same manner as they are required to disburse insurance proceeds where damage or destruction to the Common Area is to be repaired or reconstructed, as provided for in these By-Laws.-· .

ARTICLEXD
Amendment Section 1. Amendments. The Developer, until all lots are sold, reserves the right to make changes in the Declarations, upon advice of counsel and as may be required by law; or any title insurance company or any lending institution or to correct any typographical error; provided that such changes do not increase the Purchaser's share of the common expenses nor increase the purchase price of the lots. The By-Laws may be further amended as follows: These By-Laws may be amended by the affirmative vote of members representing two-thirds (2/3) of the total value project at any meeting of the members duly called for such purpose. HUD/V A shall have the right to vetor amendments while there is a Class B membership.

ARTICLE XIII
Compliance - Interpretation - Miscellaneous Section 1. Compliance. These By-Laws are set forth in compliance with the requirements of the Code of Laws for the State of South Carolina.

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Section 2. Conflict. These By-Laws subordinate and subjectto all provisions of the Declaration. All of the terms hereof, except where clearly repugnant to the context, shall the same meaning as in the Declaration. In the event of any conflict between these By-Laws and the Declaration, the provisions of the Declaration shall control. Section 3. Severability. In the event any provision or provisions of these By-Laws shall be determined to be invalid, void or unenforceable, such determination shall not render invalid, void or unenforceable any other provisions hereof which can be given effect. Section 4. Waiver, No restriction, condition, obligation or provision of these By-Laws shall be deemed to have been abrogated or wai ved by reason of any failure Of failures to enforce the same. Section 5. Captions. The captions contained ·inthese By-Laws are for convenience only and are not a part of these By-Laws and are not intended in any way to limit or enlarge the terms and provisions of these By-Laws. Section 6. Gender, etc. "Whenever in these By-Laws the context so requires, the singular number shall include the plural and the converse; and the use of any gender shall be deemed to include all genders. .

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1N WITNESS WHEREOF, The Gates of Park West Council of Co-Owners, Inc. have caused these By-Laws to be executed on this q day of 'J.e_£A:.w.oc~ , 1999.
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WITNESSES:

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The Gates of Park West Council of Co-Owners, Inc. By: ~'~~11·~"'//. 1. Kevin Cobb Its: President
.............

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fA 1 d~ ll'~i_~11j!t1~

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By:

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Whitnty P

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Its: Vice President

John M. Its: Secretary .,


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STATE OF SOUTH CAROLINA COUNTY OF

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PROBATE

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SWORN TO before me this day of

""l-:/;Joo./u,J., . 1999.
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My Commission Expires..p;. otary ublic for SOUth c in a

'tk14- Iq,p::o? "

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