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Covenants Autumn Faire
DECLARATION ESTABLISHING COVENANTS, CONDTITONS AND RESTRICTIONS FOR AUTiJMN FAIItE SUBDIVISION TABLE OF CONTENTS ARTICLE I: RECITALS 1.1 Real Property Description 1.2 Development 1.3 Conditions 1.4 Purpose ARTICLE II: DECLARATION ARTICLE ffi: DEFIlVITTONS 3.1 Architectural Committee 3.2 Building Lot 3.3 Declaration 3.4 Design Guidelines 3.5 Grantor 3.6 Improvement ' 3.7 Owner 3.8 Person 3.9 Plat 3.10 Property 3.11 Limited Assessment 3.12 Supplemental Declaration 3.13 Tract ARTICLE N: GENERAL AND SPECffIC RESTRICTIONS 4.1 Structures -Generally 4.1.1 Use, Height and Construction of Dwelling Structure 4.1.2 Architectural Committee Review 4.1.3 Setbacks and Height 4.1.4 Accessory Structures 4.1.5 Driveways 4.1.6 Mailboxes 4.1.7 Fencing 4.1.8 Lighting 4.2 Antennae 4.3 Insurance Rates 4.4 No Further Subdivision 4.5 Signs 4.6 Nuisances 4.7 EYterior Maintenance -Owner's Obligations 4.8 Drainage 4.9 Grading 4.10 No Hazardous Activities 4.11 Unsightly Articles -4.12 No Temporary Structures 4.13 No Unscreened Items 4.14 No Mining or Drilling 4.15 Energy Devices, Outside 4.16 Vehicles 4.17 Animals/Pets 4.18 Landscaping 4.19 Exemption of Grantor 4.20 ARTICLE V: ARCHITECTURAL CObIlVIlT'I'EE 5.1 Creation 5.2 Grantor's Bight of Appointment 5.3 Review of Proposes Construction 5.3.1 Building Restrictions 5.3.2 Conditions of Approval 5.3.3 Architectural Committee Rules 5.3.4 Detailed Plans 5.3.5 Architectural Committee Decisions 5.4 No Waiver of Future Approvals 5.5 Compensation of Members 5.6 Non-Liability of Architectural Committee Members 5.7 Variances ARTICLE VI: ANNEXATION OF ADDITIONAL PROPERTIES 6.1 By Grantor 6.2 De-annexation ARTICLE VII: EASII~IIIVTS 7.1 Drainage and Utihit'y Easements 7.2 Maintenance and Use Easement Between Walls and Lot Lines ARTICLE VIII: AUTUMN FAIRE HOMEOWNER'S ASSOCIATION, INC. 8.1 Organization of Association 8.2 Membership: Register, Voting 8.2.1 Membership 8.2.2 Persons Under Disability 8.3 Meeting of Members 8.3.1 Place 8.3.2 Annual Meetings 8.3.3 Special Meetings 8.3.4 Notice of Meetings 8.3.5 Quorum 8.3.6 Proxies 8.3.7 Majority Vote 8.3.8 Order of Business 8.3.9 Parliamentary Authority. 8.4 Board of Directors 8.4.1 8.4.2 8.4.3 8.4.4 8.4.5 8.4.6 8.4.7 8.4.8 8.4.9 8.4.10 8.4.11 8.5 Officers 8.5.1 8.5.2 8.5.3 8.5.4 8.5.5 8.5.6 8.5.7 8.5.8 8.5.9 8.5.10 Number of Qualifications Powers and Duties Election and Term of Office Vacancies Removal of Directors Compensation Regular Meetings Special Meetings Waiver of Notice Quorum Open Meeting Designation IIection of Officers Removal of Officers President Vice President Secretary Treasurer Other Officers and Employees Compensation Declarant's Powers a ~ 8.6 Committees 8.6.1 Committees of Directors Powers and Duties of the Association 8.7 8.7.1 Powers 8.7.1.1 Assessments 8.7.1.2 Right of Enforcement 8.7.1.3 Delegation of Powers 8.7.1.4 Association Rules 8.7.1.5 Emergency 8.7.1.6 Licenses, Easements and Rights-of-Way 8.7.1.7 Duties of the Association 8.8 Handling of Funds 8.8.1 Accounts 8.9 Amendments 8.10 Indemnification ARTICLE IX: COVENANT FOR MAINTENANCE ASSESSMENTS 9.1 Creation of the Lien and Personal Obligation of Assessments 9.2 Maximum Annual Assessment 9.3 Notice and Quorum for any Action Authorized Under Section 9.1 & 9.2 9.4 Uniform Rate of Assessment 9.5 Date of Commencement of Annual Assessments -Due Dates 9.6 Effect of Nonpayment of Assessments -Remedies of the Association 9.7 Subordination of the Lien to Mortgages 9.8 Effect of Nonpayment as Against Mortgagees ARTICLE X: IDENTIFICATION AND USE OF COMMON AREA 10.1 Common Area 10.2 Use 10.3 Mortgage of Common Area 10.4 Liability of Lot Owners ARTICLE XI: MISCELLANEOUS 11.1 Term 11.2 Amendment 11.2.1 By Grantor 11.3 Notices 11.4 Enforcement and Non-Waiver 11.4.1 Right of Enforcement 11.4.2 Violations and Nuisances 11.4.3 Violation of Law 11.4.4 Remedies Cumulative 11.4.5 Non-Waiver 11.5 Interpretation 11.5.1 Restrictions Construed Together 11.5.2 Restrictions Severable 11.5.3 Singular Includes Plural 11.5.4 Captions 11.6 Successors and Assigns BY-LAWS • DECLARATION ESTABLISHING COVENANTS, CONDITIONS AND RESTRICTIONS FOR AUTUNIlIT FAIIZE SUBDIVISION THIS DECIARATION is made this ____-- day of ____-____-____-_________-, 19____-, by Gemstar Properties, a limited liability company, hereinafter called "Grantor." ARTICLE L• RECITALS 1.1 Real 1?ronerty Description. Grantor is the owner of all that real property located in Ada County, Idaho as described on Exhibit "A" attached hereto and incorporated herein by this reference, and sometimes referred to herein as such 1.2 Development Grantor proposes to develop said real property in phases in accordance with the maps and plans approved under the zoning and subdivision ordinances and regulations of the Ciry of Meridian, the County of Ada, and the State of Idaho. In order to facilitate the phased development of said real property, Grantor may record, in Grantor's sole discretion, Supplemental Declarations which subject a portion of said real property to this Declaration. Each development phase shall constitute a "Tract," as defined below. As a Tract is approved under said zoning and subdivision ordinances, the filing of said Supplemental Declaration shall make such Tract subject to this Declaration. 1.3 Conditions. -Any Development plans for said real property in existence prior to or following the effective date of this Declaration are subject to change at any time by Grantor, in Grantor's sole discretion, and impose no obligations on Grantor as to how said real property is to be development or improved. Any purchaser of a lot within a Tract aclaiowledges that said lot is subject to the above referenced zoning and subdivision ordinances and regulations and such other governmental ordinances and regulations and approvals hereunder as may be in effect or as may from time to time be imposed. Said Purchaser aclrnowledges familiarity with the same, constructively or otherwise. 1.4 Purpose. The purpose of this Declaration is to set forth the basic restrictions, covenants, limitations, easements, conditions and equitable servitude's (collectively "Restrictions"} that apply to said real property. The Restrictions are designed to preserve the value, desirability and attractiveness of said real property, to ensure a quality development, and to guarantee the maintenance of the subdivision and improvements located thereon in a cost effective and administratively efficient manner. ARTICLE II: DECLARATION Grantor hereby declares that those portions of said real property brought within the jurisdiction hereof as provided herein, and each lot, parcel or portion thereof, is and/or shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the following terms, covenants, conditions, easements and restrictions, all of which are declared and agreed to be in furtherance of a general plan for the protection, maintenance, improvement and sale thereof, and to enhance the value, desirability and attractiveness thereof. The terms, covenants, conditions, easements and restrictions set forth herein shall run with the land, and with each estate therein, and shall be binding upon all persons having or acquiring any right, title or interest in said real property or any lot, parcel. of portion thereof; shall inure to the benefit of and be binding upon Grantor, Grantor's successors in interest and each grantee or owner and such grantee's or owner's respective successors in interest, and may be enforced by Grantor, by any owner or such owner's successors in interest, as hereinafter defined, against any other owner, tenant or occupant of said real property. _ Notwithstanding the foregoin.,g, no provision of this Declaration shall be construed as to prevent or -limit Grantor's right to complete development of said real property and to construct improvements thereon, nor Grantor's right to maintain model homes, construction, ,sales or leasing offices or similar facilities (temporary or otherwise) on any portion thereof, including any common area or any public right-of-way, nor Grantor's right to post signs incidental to construction, sales or leasing, nor Grantor's right to modify plans for said property. ARTICLE Ib DEFINITIONS 3.1 "Architectural Committee" shall mean the committee created by the Grantor pursuant to Article V hereof, and may be referred to herein as the "Committee". 3.2 "Birilding Lot" shall mean one or more lots within a Tract as specified or shown on any Plat and/or by any Supplemental Declaration, upon which Improvements may be constructed. Building Lot shall mean a lot so specified on any final plat or on any preliminary plat of the Property. 3.3 "Declaration" shall mean this Declaration as it maybe amended from time to time. 3.4 "Design Guidelines" shall mean the construction guidelines approved by the Architectural Committee. 3.5 "Grantor" shall mean Gemstar Propeties, LLC a limited liability company, or its successors in interest, or any person or entity to whom the rights under this Declaration are expressly transferred by Grantor or its successors in interest. 3.6 "Improvement" shall mean any structure, facility or system, or other improvement or object, whether permanent or temporary, which is erected, constructed or placed upon, under or in any portion of the Property, including but not limited to buildings, fences, streets, drives, driveways, sidewalks, curbs, landscaping, signs, lights, mailboxes, electrical lines, pipes, pumps, ditches, waterways, recreational facilities, and fixtures of any kind whatsoever. 3.7 "Owner" shall mean the person or other legal entity, including Grantor, holding fee simple interest of record to a Building Lot which is a part of the Property, and sellers under executory contracts of sale, but excluding those having such interest merely as security for the performance of an obligation. 3.8 "Person" shall mean any individual, partnership, corporation or other legal entity. 3.9 "Plat" shall mean any subdivision plat covering any portion of the Property as recorded at the office of the County Recorder, Ada County, Idaho, as the same may be amended by duly recorded amendments thereof. 3.10 ~ shall mean those portions of the Property described on Exhibit "A" attached hereto and incorporated herein by this reference, including -each lot, parcel and portion thereof and interest therein, including all water rights associated with or appurtenant to such property. The Property also may include, in Grantor's sole discretion, such additional property in addition to that described on Exhibit "A," as may be annexed by means of a Supplemental Declaration as provided herein. Grantor, in its sole discretion, may or may not include all portions of the property described on Exhibit "A" as part of the Property subject to this Declaration. Additionally, Grantor, at its sole election, may withdraw any Tract of which Grantor is the sole Owner previously included within the provisions hereof upon recordation of a written declaration of de-annexation. 3.11 "Limited Assessment" shall mean a charge against a particular Owner and such Owner's Building Lot, directly attributable to the Owner, equal to the cost incurred by the Grantor for corrective action performed pursuant to the provisions of this Declaration or any Supplemental Declaration, including interest thereon as provided in this Declaration or a Supplemental Declaration. 3.12 "Supplemental Declaration" shall mean any Supplemental Declaration including additional covenants, conditions and restrictions that might be adopted with respect to any portion of the Property. 3.13 "Tract" shall mean a defined portion of the Property within which the contemplated development involves a common use or compatible uses, and which may have been designated as a Tract by this Declaration or a recorded Supplemental Declaration. ARTICLE IV : GENIItAL AND SPECIFIC RESTRICTIONS 4.1 Structures - Generally. All structures (except for sales offices or similar facilities of Grantor) are to be designed, constructed and used in such a manner as shall be compatible with this Declaration, and shall meet the following minimum standards: 4.1.1 Use Size Height and Construction of Dwelling Structure. All Building Lots shall be improved and used solely for residential use. No Building Lot shall be improved except with a single family dwelling unit with not less than 1400 sq ft, excluding garages and porches, designed to accommodate no more than a single family and occasional guests, and such other Improvements as are necessary or customarily incidental to a single family residence. No business or home occupation shall be conducted from said dwelling unit or Improvement. No dwelling unit shall be more than two stories in height, including split-level designs. Abasement or daylight basement shall not be counted as a story in detprminin~ compliance with this section. The dwelling structures and accessory structures shall be constructed on site, unless otherwise specifically permitted in writing by the Architectural Committee. Modular or manufactured homes or houses shall not be permitted. Already constructed homes or houses shall not be permitted to be moved onto a Building Lot. It is anticipated that homes will range in price from $125,000 to $250,000. Market conditions may impact this price range. 4.1.2 Architectural Committee Review No improvements which will be visible above ground or which will ultimately affect the visibility of any above ground Improvement shall be built, erected, placed or materially altered on or removed from the property unless and until the building plans, specifications, and plot plan or other appropriate plans and specifications have been reviewed in advance by the Architectural Committee and the same have been approved in writing. The review and approval or disapproval may be based upon the following factors: size, height, design and style elements, mass and form, topography, setbacks, finished ground elevations, architectural symmetry, drainage, color, materials, physical or aesthetic impacts on other property, artistic conformity to the terrain and the other Improvements on the Property, and any and all other factors which the Architectural Committee, in its reasonable discretion, may deem relevant. The Architectural Committee shall be generally guided by the following: (a) Roofing material may consist of wood/cedar shakes, tile, or archtectural composition shingles, or other material approved by the Architectural Committee. Colors must be of darker tones-light grays tans, etc., will not be acceptable. Samples must be submitted and approved in writing by the Architectural Committee before installation. (b) The Committee shall not approve flat roofs, zero-roof overhangs, or exterior roof construction of tar paper, gravel or metal. (c) All metal flashings, chimney caps, roof jacks and other miscellaneous roof metals shall be painted to blend with roof materials. (d) Exterior colors shall be of a flat or semi-gloss type and shall be limited to subdued tones. Colors shall be compatible with surrounding homes. Exterior colors must be approved in writing by the Architectural Committee prior to application. (e) The Committee shall not approve any plans which contemplate visible construction with blocks of cement, cinder, pumice or similar materials, unless the same is faced on the outside with wood, stone, stucco or similar materials and approved in writing by the Committee. (f) The Committee shall not approve any extreme, bizarre, or eccentric design or construction. (g) All roofs must have a pitch of at least 6/12. (h} Exterior surfaces of chimneys are to be of hardboard, stucco, wood, stone or brick. Chimney chase enhancers are required, except on masonry chimneys. (i) Wood, white clad and bronze anodized metal are approved to windows, door frames, skylights, and garden windows. Mill finished aluminum windows shall not be approved. (j) Utility meters are to be placed in an unobtrusive location and concealed behind. fences where possible. Location shall be shown on the site plan. (k) All gutters and downspouts are be continuous and shall be colored to blend with the surface to which they are attached. Said requirements as to the approval of the architectural design shall apply only to the exterior appearance of 'the Improvements. This Declaration is not intended to serve as authority for-the Architectural Committee to control the interior layout or design of residential structures except to the extent incidentally necessitated by use, size and height restrictions. 4.1.3 Setbacks and Height No residential or other structure (exclusive of fences and similar structures) shall be placed nearer to the Building Lot lines or built higher than permitted by the Plat for the Tract in which the Building Lot is located, by any applicable zoning restriction, by any conditional use permit, or as may be specified in this Declaration or any Supplemental Declaration, whichever is more restrictive. This section is intended to comply with the building standards for the City of Meridian Idaho. Any and all buildings shall comply with the City of Meridian. Building Codes at a minimum. 4.1.4 Accessory Structures. Detached garages shall be allowed if in conformity with the provisions of this Declaration, and as approved by the Architectural. Committee. No pools, pool slides, diving boards, hot tubs, spas, outbuildings, or similar items shall extend higher than ten (10) feet above the. finished graded surface of the Building Lot upon which such item(s) are located, and no playhouses or playground equipment shall extend higher than ten (10) feet, except for basketball backboards, which may extend beyond this limit as reasonably required to accommodate a ten (10) foot rim 4.1.5 Driveways. All access driveways shall have a wearing surface approved by the Architectural Committee consisting of concrete and shall be properly graded to assure proper drainage. No driveway shall be wider than the garage to which said driveway leads unless approved by the Architectural Committee. 4.1.6 Mailboxes. All mailboxes and stands will be of consistent design, material and. coloration as specified by the Architectural Committee and to assure uniformity, shall be located at places designated. by the Architectural Committee and/or the Postal Service. 4.1.7 Fencing. No fence, hedge or boundary wall situated anywhere upon a Building Lot shall have a height greater than six (6) feet, or other lesser height as the Architectural Committee may require, above the finished graded surface. Any fence or boundary wall constructed on or near the lot line common to one or more Building Lots shall be constructed as a "good neighbor" (alternating or open panels) fence or wall. Fencing using natural landscaping as a visual and/or privacy barrier is strongly encouraged. "Invisible" fencing to control and contain dogs is strongly encouraged and shall be allowed. No fence shall be constructed of any material other than wood, nor finished in other than a natural finish, except as may be specifically approved in writing by the Architectural Committee prior to construction. All fencing and boundary walls constructed on any Building Lot shall be of compatible style and material to that other fencing constructed adjacent to or abutting such Building Lot, and shall otherwise be as approved by the Architectural Committee. Any and all fencing shall comply with the City of Meridian building codes. 4.1.8 Luting. Exterior lighting, including flood lighting, shall be part of the architectural concept of the Improvements on a Building Lot. Fixtures, stands and all exposed accessories shall be harmonious with building design and shall be as approved by the Architectural Committee prior to installation. Lighting shall be restrained in design, and excessive brightness shall be avoided. Exterior yard lights and posts as set forth in landscaping paragraph are required for all front yards. 4.2 Antennae. No exterior radio antenna, television antenna or other antenna of any type shall be erected or maintained on the Property unless it is approved by the Architectural Committee and located or screened in a manner acceptable to said Architectural Committee. Satellite dishes shall be allowed on the Property if size and location are submitted and approved by the Architectural Committee prior to'installation. All such applications will be reviewed on a case- by-case basis. 4.3 inc~~rance Rates. Nothing shall be done or kept on any Building Lot which will increase the rate of insurance on any other portion of the Property without the approval of the Owner of such other portion, nor shall anything be done or kept on the Property or a Building Lot which would result in the cancellation of insurance or which would be in violation. 4.4 No Further Subdivision. Subject to paragraph 4.19 below, no finally platted Building Lot may be further subdivided, nor may any easement or other interest therein be granted, unless applied for by grantor. 4.5~g__ns. No sign of any kind shall be displayed to the public view without the approval of the Architectural Committee except: (1) such signs as may be used by Grantor in connection with the development of the Property and sale of Building Lots; (2) temporary signs naming the contractors, the arclitect, and the lending institution for a particular construction operation; (3) such informational signs of customary and reasonable dimensions as prescribed by the Architectural Committee may be displayed; and (4) one (1) sign of customary and reasonable dimensions not to exceed three (3) feet by two (2) feet as maybe displayed by an Owner other that Grantor on or from a Building Lot advertising the residence for sale or lease. 4.6 Nuisances. No rubbish or debris of any kind shall be placed or permitted to accumulate anywhere upon the Property, and no odor shall be permitted to arise therefrom so as to render the Property or any portion thereof unsanitary, unsightly, offensive or detrimental to the Property or to its occupants, or to any other property in the vicinity thereof or to its occupants. No noise or other nuisance shall be permitted to exist or operate upon any portion of the Property so as to be offensive or detrimental to the Property or to its occupants or to other property in the vicinity or to its occupants. Without limiting the generality of any of the foregoing provisions, no exterior speakers, horns, whistles, bells or other sound devices (other than security devices used exclusively for security purposes), flashing lights or search lights shall be located, used or placed on the Property without the prior written approval of the Architectural Committee. 4.7 Exterior Maintenance• Owner's Oblieations. No Improvement shall be permitted to fall into disrepair, and each Improvement shall at all times be kept in good condition and repair. In the event that any Owner shall permit any Improvement, including trees and landscaping, which is the responsibility of such Owner to maintain, to fall into disrepair so as to create a dangerous, unsafe, unsightly or unattractive condition, or damages adjoining property or facilities, the Architectural Committee, upon fifteen (15) days prior written notice to the Owner of such property, shall have the right to correct such condition and to enter upon such Owner's Building Lot for the purpose of doing so, and such Owner shall promptly reimburse the Committee for the cost thereof. Such cost shall be an Assessment and shall create an enforceable lien. The Owner of the offending property shall be personally liable, and such Owner's property maybe subject to a mechanic's lien for all costs and expenses incurred by the Architectural Committee in taking such corrective acts, plus all costs incurred in collecting the amounts due. Each Owner shall pay all amounts due for such work within ten (10) days after receipt of written demand therefor. 4.8 Drainaee. There shall be no interference with the established drainage pattern over any portion of the Property, unless an adequate alternative provision is made for proper drainage and is first approved in writing by the Architectural Committee. For the purposes hereof, "established" drainage is defined as the system of drainage, whether natural or otherwise, which exists at the time the overall grading of any portion of the Property is completed by Grantor, or that drainage which is shown on any plans approved by the Architectural Committee. 4.9 Gra ~ The Owner of any Building Lot within the Property in which grading or other work has been performed pursuant to an approved grading plan shall maintain and repair all graded surfaces and erosion prevention devices, retaining walls, drainage structures, means or devices which are not the responsibility of the Architectural Committee or a public agency, and plantings and ground cover installed or completed thereon. Such requirements shall be subject to Assessment as may be applicable. An approved grading plan means such plan as may have been approved by the applicable government agency and/or Architectural Committee. 4.10 No Hazardous Activities. No activities shall be conducted on the Property, and no Improvements constructed on any property which are or might be unsafe or hazardous to any person or property. _ 4.11. Unsightly Articles. No unsightly articles shall be permitted to remain on any Building Lot so as to be visible from any other portion of the Property. 4lrithout limiting the generality of the foregoing, refuse, garbage and trash shall be kept at all times in such containers and in area approved by the Architectural Committee. Playground equipment, such as slides, swings, etc., shall not be permitted in the front yard of any lot. No clothing or fabrics shall be hung, dried. or aired in such a way as to be visible to other property, and no equipment, heat pumps, compressors, containers, lumber, firewood, grass, shrub or tree clippings, plant waste, metals, bulk material, scrap, refuse or trash shall be kept, stored or allowed to accumulate on any Building Lot except within an enclosed structure or as appropriately screened from view. No vacant residential structures shall be used for the storage of building materials. 4.12 No Temgorary Structures. No house trailer, mobile home, or tent (other than for short term individual use which shall not exceed one month unless approved by the Architectural Committee), no temporary building, improvement or structure shall be placed upon any portion of the Property, except temporarily as may be regirired by construction activity undertaken on the Property. Also excepted from this requirement is any sales office established by Grantor for the Property. 4.13 No Unscreened Items. No garbage cans, trash containers, firewood, boats, trailers, campers, all-terrain vehicles, motorcycles, recreational vehicles, bicycles, dilapidated or unrepaired and unsightly vehicles or similar items, vehicles or equipment shall be placed or parked upon any portion of the Property (including without limitation, streets, parking areas and driveways) unless the same are enclosed by a structure concealing them from view in a manner .approved by the Architectural Committee. To the extent possible, garage doors shall remain closed at all times. 4.14 No NJuning or Drilling. No portion of the Property shall be used for the purpose of mining, quarrying, drilling, boring or exploring for or removing water, oil, gas or other hydrocarbons, minerals, rocks, stones, sand, gravel or earth. This paragraph shall not prohibit exploratory drilling or coring which is necessary to construct a residential structure or Improvement. ,„ 4.15 Energy Devices. Outside. No energy production devices, including but not limited to generators of any kind and solar energy devices, shall be constructed or maintained on any portion of the Property without the written approval of the Architectural Committee, except for heat pumps shown in the plans approved by the Architectural Committee. This paragraph shall not apply to passive solar energy systems incorporated into the approved design of a residential structure. 4.16 Vehicles. Vehicles parked on a driveway shall not extend into any sidewalk or bike path or pedestrian path. Motor homes and other recreational vehicles may be stored behind the front yard fence. No recreational vehicles shall remain parked on the driveway or street for more than two (2) weeks. 4.17 Animals/pets, No animals, birds, insects, pigeons, poultry or livestock shall be kept on the Property unless the presence of such creatures does not constitute a nuisance. This paragraph does not apply to the keeping of up to two (2) domesticated dogs, up to two (2) domesticated cats, and other household pets which do not unreasonably bother or constitute a nuisance to others. Without limiting the generality of the foregoing, consistent and/or chronic barking by dogs shall be considered a nuisance. Each dog shall be kept on a leash, curbed, and otherwise controlled at all times when such animal is off the premises of the Owner. The animal owner shall clean up any animal defecation immediately from public rights-of-ways. The construction of dog runs or other pet enclosures shall be subject to Architectural Committee approval, shall be appropriately screened, and shall be maintained in a sanitary condition. Dog runs or other pet enclosures shall be placed a minimum of five (5) feet from the side and fifteen (15) feet from the rear Building Lot line, shall not be placed in any front yard of a Building Lot, and shall be screened from view so as not to be visible from an adjacent Building Lot. The use of "invisible" fencing to control or restrain dogs to the respective animal owners' lot is strongly_ encouraged and is recommended. 418 Iandscaning. Within thirty (30) days after substantial completion of the Residential Structure located thereon, each Lot shall have in the front yard thereof rolled (sod) lawns, at least two (2) conifer or deciduous trees at least two (2) inches in diameter and ten (10) shrubs or bushes as approved by the Architectural Committee. A landscape plan shall be submitted to and approved by the Arc]utectural Committee prior to commencement of any landscaping work. During construction of the Residential Structure, there shall be installed in the front yard within ten (10) feet of the front boundary line, a photosensitive pole light designed to switch on automatically at sunset and off at sunrise with a minimum bulb power of 100 watts. Said stand shall be at least five (5) feet in height. 419 Exempiiion of Grantor. Nothing contained herein shall limit the right of Grantor to subdivide or re-subdivide any portion of the Property, to grant licenses, to reserve rights-of-way and easements to utility companies, public agencies or others, or to complete excavation, grading and construction of Improvements to and on any portion of the Property owned by Grantor, or to alter the foregoing and its construction plans and designs, or to construct such additional Improvements as Grantor deems advisable in the course of development of the Property so long as any Building Lot in the Property rPmainc unsold. Such right shall include, but shall not be limited to, erecting, constructing and maintaining on the Property such structures and. displays as may be reasonably necessary for the conduct of Grantor's business of completing the work and disposing of the same by sales, lease or otherwise. Grantor shall have the right at any time prior to acquisition of title to a Building Lot by a purchaser from Grantor to grant, establish and/or reserve on that Building Lot additional licenses, reservations and rights-of-way to Grantor, to development and disposal of the Property. Grantor may use any structures owned by Grantor on the Property as model. home complexes or real estate sales or leasing offices. Grantor need not seek or obtain Architectural Committee approval of any Improvement constructed or placed by Grantor or an affiliate of Grantor on any portion of the Property owned by Grantor or an affiliate of Grantor. The rights of Grantor hereunder may be assigned by Grantor to any successor in interest in connection. with Grantor's interest in any portion of the Property by an express written assignment recorded in the office of the Ada County Recorder. • • ARTICLE V: ARCEIlT'ECTURAL CONII~IITTEE 51 Creation. Within thirty (30) days of the date on which Grantor first conveys a Building Lot to an Owner, Grantor shall appoint two (2) individuals to serve on the Arc}utectural Committee ("Architectural Committee"). Each member shall hold office until such time as such member has resigned or has been removed, or such member's successor has been appointed, as provided herein. A member of the Architectural Committee need not be an Owner. Members of the Architectural Committee may be removed by the person or entity appointing them at any time without cause. Members of the architectural Committee currently are: To Be Determined 5.2 Grantor's Right of Appointment. At any time, and from time to time, prior to ten (10) years after the recording date of this Declaration in which Grantor is the Owner of at least ten percent (1095) of the aggregate Building Lots, Grantor shall have the exclusive right to appoint and remove all members of the Architectural Committee. If a vacancy on the Architectural Committee occurs and a pP*manent replacement has not yet -been appointed, Grantor, as the case may be, may appoint an acting member to serve for a specified temporary period not to exceed one (1) year. 5.3 Review of Proposed Construction. The Architectural Committee shall consider and act upon any and all proposals or plans and specifications submitted for its approval pursuant to this Declaration, including the inspection of construction in conformance with plans approved by the Architectural. Committee. The Architectural Committee shall have the power to determine, by rule or other written designation consistent with this Declaration, which types of Improvements shall be submitted for Arc}utectural Committee review and approval. The Architectural Committee shall have the power to hire an architect, licensed with the State of Idaho, to assist the Architectural Committee in its review of proposals or plans and specifications submitted to the Architectural Committee. The Architectural Committee shall approve proposals or plans and specifications submitted for its approval only if it deems that the construction alterations, or additions contemplated thereby in the locations indicated are in conformity with this Declaration, and that the appearance of any structure affected thereby will be in harmony with the surrounding structures, and that the upkeep and maintenance thereof will not become a burden on the Grantor. 5.3.1 Biuldin~ Restrictions. With the exception of Common Area Lots, no buildings shall be erected, altered, placed or permitted to remain on any lot other than one (1) detached single-family dwelling which may not exceed thirty feet (30) in height, and a private garage for two (2) or more motor vehicles. Each dwelling unit may not be occupied by more than on (1) family. The minimum square footage of living space (excluding the garage and porches} of each dwelling unit shall be 1,400 square feet finished or unfinished. 5.3.2 Conditions on Approval The Architectural Committee may condition its approval. of proposals or plans and specifications upon such changes therein as it deems appropriate, and/or upon the agreement of the Owner submitting the same ("Applicant") to grant appropriate easements for the maintenance thereof, and may require submission of additional plans and specifications or other information before approving or disapproving material submitted. 5.3.3 Architectural Committee Rules. The Architectural Committee also may establish rules and/or guidelines setting forth procedures for and the required content of the applications and plans submitted for approval. Such rules and guidelines may establish, without limitation, specific rules and regulations regarding design and style elements, landscaping and fences and other structures such as animal enclosures, as well as special architectural guidelines applicable to Building Lots located adjacent to public and/or private open space. 5.3.4 Detailed Plans. The Archritectural Committee may require such detail in plans and specifications submitted for its review as it deems proper, including, without limitation, floor plans, site plans, ,~ landscape plans, drainage plans, elevation drawings and descriptions or samples of exterior material and colors. Until receipt by the Architectural Committee of any required plans and specifications, the Architectural Committee may postpone review of any plan submitted for approval. 5.3.5 Architectural Committee Decisions. Responses by the Architectural Committee to the applicant will be sent to the address set forth in the application for approval within twenty (20) days after filing all materials required by the Architectural Committee. Any materials submitted pursuant to this Article shall be deemed approved unless written disapproval by the Architectural Committee shall have been mailed to the applicant within twenty (20) days after the date of filing said materials with the Architectural Committee. 5.4 No Waiver of Future Approvals. The approval of the Architectural Committee of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of the Architectural Committee, shall not be deemed to constitute a waiver of any right to withhold approval or consent. 5.5 Comnensation of Members. The members of the azclitectural Committee shall receive no compensation for services rendered, other than reimbursement for expenses incurred by them in the performance of their duties hereunder and except as otherwise agreed by the Grantor. 5.6 NoirLialnility of Architectural Committee Members. Neither the Architectural Committee nor any member thereof nor its duly authorized Architectural Committee representative shall be liable to Grantor or to any Owner or Grantee for any loss, damage or injury arising out of or in any way connected with performance of the Architectural Committee's duties hereunder, unless due to the willful misconduct or bad faith of the Arc]itectural Committee. The Architectural Committee shall review and approve or disapprove all plans submitted to it for any proposed improvement, alteration or addition, solely on the basis of aesthetic considerations and the overall benefit or detriment which would result to the immediate vicinity and to the property generally. The Architectural Committee shall take into consideration the aesthetic aspects of the architectural designs, placement of building, landscaping, color schemes, exterior finishes and materials and similar features, but shall not be responsible for reviewing, nor shall its approval of any plan or design be deemed approval of, any plan or design from the standpoint of structural safety or conformance with building or other codes. 5.7 Valances. The Architectural Committee may authorize variances from compliance with any of the azchitectural provisions of this Declaration or any Supplemental Declazation, including restrictions upon height, size, floor area or placement of structures, or similar restrictions, when circumstances such as topography, natural obstructions, hazdsliip, aesthetic or environmental considerations may require. Such variances must be evidenced in writing, must be signed by at least two (2) members of the Architectural Committee, and shall become. effective upon. recordation in the office of the County Recorder Ada County. If such variances are granted, no violation of the covenants, conditions or restrictions contained in the Declaration or any Supplemental Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such a variance shall not operate to waive any of the terms and provisions of this Declaration or any Supplemental Declaration for any purpose except as to the particular Building Lot and particular provision hereof covered. by the variance, nor shall it affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting such Owner's use of the Building Lot, including but not ]united to zoning ordinances or requirements imposed by any governmental or municipal authority. ARTICLE VL• A-NNEXATION OF ADDITIONAL PROPERTIES 6.1 By Grantor. Grantor intends to develop the property described on Exhibit "A" and other properties and may, in Grantor's sole discretion, deem it desirable to annex some or all of such properties to the Property covered by this Declaration. Tracts may be annexed to the Property and brought within the provisions of this Declaration as provided herein by Grantor, its successors or assigns, at any time, and from time to time, without the approval of any Owner. The use and development of such Tracts shall conform to all applicable land use regulations, as such regulations are modified by variances. • 6.2 De-annexation. Grantor may delete all or a portion of the property described on Exhibit "A°, including previously annexed Tracts, from the Property and from coverage of this Declaaation so long as Grantor is the owner of all such Tracts and provided that Supplemental Declazation of Deletion of Property is recorded in the office of the Ada County Recorder in the same manner as a Supplemental Declaration of Annexation. Owners other than Grantor as described above shall not be entitled to de-annex all or any portion of a Tract except on written approval of Grantor so long as Grantor owns any portion of the property described on Exhibit "A". ARTICLE VII: F_ASEMEr1TS 7.1 Drainage and Utility Easements. Grantor expressly reserves for the benefit of all the Property reciprocal easements of access, ingress and egress for all Owners to and from their respective Building Lots for installation and repair of utility services, for drainage of water over, across and upon adjacent Building Lots resulting from the normal use of adjoining Building Lots, and for necessazy maintenance and repair of any Improvement including fencing, retaining walls, lighting facilities, mailboxes and sidewalk abutments, trees and landscaping. Notwithstanding anything expressly or impliedly contained herein to the contrary, this Declazation shall be subject to all easements heretofore or hereafter granted by Grantor for the installation and maintenance of utilities and drainage facilities that are required for the development of the Property. In addition, Grantor reserves the right to grant additional easements and rights-of-way over the property anal/or Tract, as appropriate, to utility companies and public agencies as necessary or expedient for the proper development of the Property until close of escrow for the sale of the last Building Lot in the Property to a purchaser. 7.2 Maintenance and Use Easement Between Walls and Lot Lines. Whenever the wall of a structure or a fence or retaining wall is legitimately constructed on a Building Lot under plans and specifications approved by the Architectural Committee, and is located within three (3) feet of the. lot line of suc]i Building Lot, the Owner of such Building Lot is hereby granted an easement over and on the adjoining Building Lot (not to exceed three (3) feet from the Building Lot line) for purposes of maintaining and repairing such wall or fence and eaves or other overhangs, and the Owner of such adjoining Building Lot is hereby granted an easement for landscaping purposes over and on the area lying between the lot line and such structure or fence so long as such use does not cause damage to the structure or fence. ARTICLE VIII: AUTUMN FAIRE SUBDMSION HOMEOWNER'S ASSOCIATION, INC. 8.1 Organization of Association. The Autumn Faire Subdivision Homeowner's Association, Inc. (Association) shall be organized by Declarant as an Idaho corporation under the provisions of the Idaho Code relating to general non-profit corporations and shall be charged with the duties and invested with the powers prescribed by law and set forth in the Articles, by-laws and this Declaration. Neither the Articles nor the By-laws shall, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with the Declazation. 8.2 Membersliir Reglnster. Votina~ 8.2.1 Membexshin. The owners of the Residential Lots in the Subdivision shall constitute -the Association. Owners of a Residential Lot as joint tenants in common, community property, or other ownership involving more than one owner, shall be joint members of the Association, but the vote of the Residential Lot shall be cast as a single vote. 8.2.2 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified and acting guazdian of their estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate, through a pazent having custody of the minor. 8.3 Meeting of Members. 1 A 8.3.1 Place. Meetings of the members of the Association shall be held at such suitable place as may be convenient to the membership and designated from time to time by the Board. 8.3.2 Annual Meetings. The annual meeting of the Association shall be held in the first quarter of each year, on a date fixed by the board. At such annual meeting there shall be a financial report, if applicable, the owners shall elect members to the Board or fill vacancies therein, and such other business as shall come before the meeting maybe transacted. 8.3.3 ~ecial Meetings. It shall be the duty of the president to call a special meeting of the Association as directed by resolution of the board or upon the written request of a majority of the Board or upon the written request of owners having one-third {1/3) of the total voting power of the Association. A meeting called at the request of the members shall be held at such time as the president may fix, which time shall not be less than fifteen (15) nor more than thirty (30) days after the receipt of the written request therefore. 8.3.4 Notice of Meeting. It shall be the duty of the secretary to give notice of each annual and special meeting, stating the purpose thereof and the time and place where it is to be held, to each member of the Association and to each mortgagee that has requested notice. Notice shall be given at least thirty (30) days before annual meetings and at lease ten (10) days before special meetings. Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. 8.3.5 uorum The presence in person or by proxy of members of the Association or voting representatives holding twenty-five percent (25%) of the total Residential Lots shall constitute a quorum for the transaction of business at any meeting of members of the Association. - 8.3.6 Proxies. Any Residential Lot owner or voting representative may vote by proxy. Proxies shall be in writing, signed by the owner, or voting representative and filed with the Board. Proxies may be revoked at any time by written notice to the Board. Any designation of proxy may be signed. by all owners of a Residential Lot; but when husband and wife are owners, the proxy needs to be signed by only one spouse unless the other spouse notified the Board not to accept the proxy. 8.3.7 Majority Vote. Except as otherwise provided by statute, by the Declaration, or by these by-laws, passage of any matter submitted to vote at a meeting where a quorum is in attendance shall require the affirmative vote of at least fifty-one percent (51%) of the owners of the Residential Lots. 8.3.8 Order of Business. The order of business at meetings of the Association shall be as follows unless dispensed with no motion: (a) Roll call; (b) Proof of notice of meeting or waiver of notice; (c) Minutes of preceding meeting; (d) Reports of officers; (e) Reports of committees; (f) IIection of directors (annual meeting or special meeting called for such purpose); {g~ Unfinished business; (h) New business; (i) Adjournment. 8,3.9 parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert's Rules of Order. 8.4 Board of Directors 8.4.1 Number and (hialifications. The affairs of the Association shall be governed by a Board of three (3) directors, who shall be elected by ballot from the members of the Association. The members of ,~ • the Association at any annual meeting may change the number' of directors retroactively by amending this by-law provision, but shall not reduce the number below three (3) or in such a manner to deny an incumbent director (unless removed for cause) a full term of office. 8.4.2 Powers and Duties. The Board shall have the powers and duties provided for in the Idaho Non- profit Corporation Act and in the Declaration, and all other powers necessary for the administration of the affairs of the association, and may do all such acts and things as are not prohibited by statute or by the Declaration required to be done in another manner. 8.4.3 Election. and Term of Office. The initial directors named in the Article shall serve until the first day of the calendar month following the date of adjournment of the first annual meeting. Thereafter, the term of office for directors shall begin on the first day of the calendar month following the date of adjournment of the annual meeting at which they are elected. The normal term of office for directors will be for three (3) years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting, one-third (1/3) of the number of directors (or the whole number nearest to one-third) shall be elected for one (1}year, the same number shall be elected for two (2) years, and the remainder shall be elected for three (3J years. 8.4.4 Vacancies. Vacancies on the Board. caused by reasons other than the removal. of a director by a vote of the Association shall be filled by vote of the majority of the remaining directors, even though they may constitute less than. a quorum. Each person so selected shall be a director until a successor is elected at the next annual meeting of the Association to serve the balance of the unexpired term. 8.4.5 Removal of Directors. At any regular or special meeting after the Transition Date, any one or more of the directors may be removed with or without cause by the owners of a majority of the Residential Lots and a successor may then and there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting. 8.4.6 Compensation. No compensation shall be paid to directors for their services as directors. 8.4.7 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone or telegraph, at least three (3) days before the day fixed for the meeting. g,4,g ~ecial Meetings. Special meetings of the Board 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 and purpose of the meeting. Special meetings of the Board shall be called by either the president or the secretary in like manner and on like notice on the written request of any two (2) directors. 8.4.9 Waiver of Notice. Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the Board shall be a waiver by him or timely and adequate notice unless he expressly challenges the notice when the meeting begins. 8.4.10 Ouorum. At all meetings of the Board, 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. 8.4.11 Open Meeting. Any Residential Lot owner or voting representative may attend any meeting of the Board, but shall not be entitled to participate. 8.5 Officers • 8.5.1 Desianation. The principal officers of the Association shall be a president, a vice president, a secretary and a treasurer, all of whom shall be elected by the Board. The directors may appoint such other officers as in their judganent may be necessary or desirable. Two or more offices may be held by the same person, except that a person may not hold offices of president and secretary simultaneously. 8.5.2 Election of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer maybe elected at any such meeting. g.5.3 Removal of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause. A successor to the removed officer may be elected at any such meeting. 8.5.4 President. The president shall be the chief executive officer of the Association. He shall, when present, preside at all meetings of the Association and of the Board and shall have all the powers and duties usually vested in the office of the president. 8.5.5 Vice President The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as may be prescribed by the Board. $.5.6 Secretary. The secretary shall keep the minutes of all meetings of the board and of the Association, and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He shall also perform such other duties as may be prescribed by the Board. g.5.7 Treasurer. The treasurer shall have responsibility of the Association funds and shall lie responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association.. 8.5.8 Other Officers and Emnloyees. Other officers of the Association and any persons employed to assist the officers shall have such authority anal shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration and these by-laws. 8.5.9 Compensation. No compensation shall be paid to officers for their services as officers. 8.5.10 Declarant's Powers. In accordance with the Declaration, the Declarant or Declarant's agent may exercise the powers of the officers until the Transition Date. 8.6 Committees 8.6.1 Commmttees of Directors. The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed entirely of Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Association. g.7 powers and Duties of the Association $.7.1 Powers. The Association shall have all the powers of a non-profit corporation organized under the general non-profit corporation laws of the State of Idaho subject only to such limitations upon the exercise of such powers as are expressly set forth in the Articles, the by-laws and this Declaration. It shall have the power to do any anal all lawful thin s which may be authorized, required or permitted to be done by the Association under this Declaration, the Articles and the by-laws, and to do and perform any and all acts which may be necessary or proper for, or incidental to the proper management and operation of the common areas and the performance of the other responsibilities herein assigned, including without limitation; ,.. 8.7.1.1 Assessments. The power to levy assessments (annual, special and limited) on the owners of lots and to force payment of such assessments, all in accordance with the provisions of this Declaration. 8.7.1.2 Right of Enforcement. The power and authority from time to time in its own name, on its own behalf or in behalf of any owner or owners who consent thereto, to commence and maintain actions and suits to restrain and enjoin any breach or threatened breach of this Declaration or the Articles or the by-laws, including the Association rules adopted pursuant to this Declaration, and to enforce by mandatory injunction or otherwise, all provisions hereof. 8.7.1.3 Delegation of Powers. The authority to delegate its power and duties to committees, officers, employees or to any person, firm or corporation to act as manager. Neither the Association nor the members of its Board shall be liable for any omission or improper exercise by the manager of any such duty or power so delegated. 8.7.1.4 Association Rules. The power to adopt, amend and repeal by majority vote of the Board such rules and regulations as the association deems reasonable (the Association Rules). The Association roles shall govern the use of the common areas by the owners, families of an owner, or by an invitee, licensee, lessee, or contract purchaser of an owner, provided, however,. the Association rules may not dis~m;nate among owners and shall not be inconsistent with this Declaration, the Articles or by-laws. A copy of the Association rules as they may from time to time be adopted, amended or repealed, shall be mailed or otherwise delivered to each owner. Upon such mailing or delivery and posting, said Association rules shall have the same force and effect as if they were set forth in and were a part of this Declaration. In the event of any conflict between any such Association rules and other provisions of this Declaratio ovisions of this Declaration, the Articles or the by-lasws two the rules shall be superseded by the p extent of any such inconsistency. 8.7.1.5 Emergencv. The Association or any person authorized by the Association may enter upon any'lot in the event of any emergency involving illness or potential danger to life or property or when necessary in connection with any maintenance or construction for which it is responsible. Such entry shall be made with as little inconvenience to the owners as practicable and any damage caused thereby shall be repaired by the Association. 8.7.1.6 Licenses. Easements an+d Rights-of-Wav. The power to grant and convey to any third party such licenses, easements and rights-of-way m, on or under the common area as may be necessary or appropriate for the orderly maintenance preservation of the health, safety convenience and welfare of the owners, for the purpose of constructing, erecting, operating or maintaining: a. Underground lines, cables, wires, conduits and other devices for the transmission of electricity for lighting, heating, power, telephone and other purposes; b. Public sewer, storm drains, water drams and pipes, water systems, sprink]ing systems, water, heating and gas lines or pipes; and c, Any similar public or quasi-public improvements or facilities. The right to grant such licenses, easements and rights-of-way are hereby expressly reserved to the association. g,7,1.7 Duties of the Association. In addition to the power delegatesd~tohave the obligation toconducta~ll the generality thereof, the Association or its agent, if any, business affairs of common interest to all owners, and to perform each of the following duties: a. Operation and Maintenance of Common Area. Operate, maintain and otherwise manager or provide for the operation, mamtenance and management of the common area including the • repair and replacement of property damaged or destroyed by casualty loss and all other property acquired by the Association. b. Taxes and pssessanemts. Pay all real and personal propert<~ taxes and assessments separately levied against the common area owned and managed by the Association or against the Association and/or any property owned by the Association. Such taxes and assessments may be contested or compromised by the Association; provided, however, that they are paid or a bond insu.*;reg payment is posted prior to the sale or disposition of any property to satisfy the payment of such taxes. In addition, the Association shall pay all other taxes, fede*al, state or local, including income or corporate taxes levied against the Association in the event that the Association i s denied the status of a tax exempt corporation. c. Mater and Other Utilities. Acquire, pro~~ide and/or pay for wa*_er, sewer, garbage disposal, refuse and rubbish coLeetion, electrical, telephone and gas and other necessary services for ~e common azea and other property owned or managed by it. d. Iisua~ce. Obtain. from reputable insurance companies authorized to do business in *.he State of Idaho and maintain in effect the following policies of ia~surance: Comprehensive public liability insurance insuring .the Board, the Associa*~on the Declazant and the individual owners and agents and employees of each of the foregoing against any liability incident to the ownership and/or ease of the common area or other property owned or managed by it. Limits of liabilit<~ of such coverage shall be as follows: Not less than Five Hundred Thousand Dollars ($500,000.00) per person and Five Hundred Thousand Dollars ($ 500,000.00) per occurrence with respect to personal injury or death, and property damage. ~ Such other insurance including Worlanen's Compensation insurance to the extent necessary to comply with all applicable laws and indemnity, faithful Performance, fidelity and other bonds as the Boazd shall deem necessary or required to carry out the Association functions or to insure the Association against any loss from malfeasance or dishonest<~ of any employee or other person rhaa~ged with the management or possession. of any Association funds or other property. 3. The Association shall be deemed trustee of the interest of all members of the Association ixz any insurance proceeds paid to it under such policies, and shall have full power to receive their interests in such proceeds and to deal therewith. 4. Insurance premiums for the above insurance coverage shall be deemed a common expense to be included in the annual assessments levied by the Association. 5. Notwithstanding any other provisions herein, the Association shall continuously maintain~emsurance and dfi ~~~T bond requirements of f PT.JD Pro~c s es ~blishedo~ meeting the U.S. Department of Housing and Urban Development. e, Rule ~. Make, establish, promulgate, amend and repeal the Association rules. f. Architectural Co~nittttee. Appoint and remove members of the committee, all subject to the provisions of the Declazation. g, Drainage Systems. Operate, maintain, repair anal replace the landscaped berm, including the sprinkler system installed thereon. h. Itig~its-of-Wav Maiiatenance. 1Vlaintain, repair and replace all irrigation lines or channels located in or serving the c©mmon area, and to pay all maintenance and cons~.zctaon fees of the irrigation district with respect to the property, wltich amounts shall be assessed against each lot as provided herein. ,„ 8.8 Hamili~ of Funsis 8.8.1 Accounts. The Association shall establish the necessary funds or accounts to provide properly for the operation and maintenance of the Association. Overall superintendence of these funds shall be the responsibility of the treasurer of the Association. All accounts ~nnth banks or other depositories shall require the signature of two (2) officers on checks or other withdrawals. $.g Amendments These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors or by the members at any regular or special meeting. The amendment of these by-laws is subject to the limitations set forth in t'ae Declaration. 8.10 IndP~fica*.lon To the full extent permitted by applicable law, each member of the Board, each member of an Association committee, each officer and the Declarant who filed the Declaration shat' be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in connection with any proceedings to which he may be a party, or in which he may 'become involved, by reason of holding or having held such position, or any settlement thereof, whether or not he or she holds s-~zch posittion at the time such expenses or liabilities are incurred, except to the extent such expenses and liabilities are covered by insurance and except in such cases wherein such. person is adjudged guilty of willful misfeasance in the performance of his or her duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association; and further provided that this right of indemnification shall be inapplicable to the extent necessary, if at all, for the Association to obtain airy insurance required by the Declaration. ARTICLE IX: COVENAN'T' FOR MAINTENANCE ASSESSMENTS 9.1 Creation of the Lien and Personal. Obhaation of Assessments. For each lot owned within. the Properties, each owner (subject to the provrsron m paragraph 9 a) by acceptance of a deed therefor, whether or not it shall be so ejcpressed in such deed, is deemed to covenant and agree to pay to the Association: A. Set-up fee to be collected at close of lot in an amount equal to one year's regular assessment -One Hundred Fifty and no/100 dollars ($150.00). B. Annual regular assessments or charges, and C. Special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. D. .Limited assessments as hereinafter provided. The set-up fee, annual, special and limited assessments, together with interest as allowed by the by-laws or Idaho law, whichever is greater, costs and reasonable attorneys' fees, shall be a charge on the land and shall be a continuing lien upon the property agarrD.st which each such assessment is made. Each such assessment, together with interest, costs and reasonable attorneys' fees incurred in a collection. effort whether or not suit has been filed, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessment shaIl not pass to his successors in title unless excpressly assumed by them. p P~rnose of Assessments. The regular assessments levied by the Association shat be used exclusively to promote the recreation, health; safety and welfare of the residents in the properties and for the improvement and maintenance of the common area, and to pay the annual assessments of the irrigation district and other financal obligations. ~~ B. ~,ecial Assessments for Capital Improvements. In addition to the annual regular assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the common area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of tc~e=o-thirds (2/3) of the qualified voters, either in person or by proxy at a meeting duly called for this pu_*pose. C. Limited Assessments. The limited assessments may be levied against any owner in an amount equal to the costs and expenses incurred by the Association, including legal fees for corrective action necessitated by such owner, including, without ]imitation, costs and expenses incurred for the repair and replacement of the common area or other propertS,= owned or maintained by the Association, dam~ageod ~~ ~ ~ oannsent oflsuch owner or owner or occupant of a lot who is occupying r for maintenance of landscaping performed by the Association which has not been performed by owner as provided herein. 9.2 Maatimum Annual Assessment. Until January 1 of the year immediately following the conveyance of the fiast lot to an owner, the maximum annual regular assessment shall be One Hundred Fifty and no/100 Dollars ($150.00) per lot, to be billed and paid semi-annually. A. From and after January 1 of the year immediately following the conveyance of the first lot to an owner, the maximum annual assessment may be increased each year not more than ten percent (10%) above the maximum assessment for *.lie previous year without a vote of the membership of the Association as provided below. B. From and after January 1 of the year immediately following the conveyance of the first lot to an owner, the maximum annual assessment may be increased above ten percent (1096) by a vote of three-f®urtbs (3/4) of the owners who are voting in person or by proxy, at a meeting duly caIled for this purpose. C. The Board of Directors may fix the annual assessment at an amount not in excess of the maximum. 9.3 Notice and oreun for an Action Authorized LTmmder Sections ~.1 and 9.2. Written notice of any meeting called for the purpose of taking any action authorized under Sections 9.1 and 9.2 shall be sent to all members not less than thirty (30} days nor more than si`ci~= (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifty-one percent (51%) of the votes 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 the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than si.~cty (60) days following the preceding meeting. 9.4 ~lJniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all lots and may be collected on asemi-annual basis; provided, hov~rever, that during the time there is a Class B member, such Class B member's obligation shall be limited to the difference between the amount of regular and special assessments levied against all, lots not owned by Declarant and the amount of the Association's actual expenses rather than those sums otherwise due by Class A members established in 9.1 and/or 9.2 above. 9.5 Date of Commencement of Annual Assessments-Due Dates The annual regular assessments provided for herein shall commence as to all lots on January 1, 1998. The Board of Directors shall fix the amount of the annual assessment against each-lot at least thirt<; (30) days in advance of each annual assessment period. Written Notice of the annual assessment shall be sent to every owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish ^a ~ ~ certificate signed by an officer of the Association setting forth whether the assessments on a specified lot have been paid. A properly executed certificate of the Association as to the status of assessments on a lot is binding upon the Association as of the date of its issuance. J.6 Effect of Nonpayment of Assessments -Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of six percent (696) per annum. The Association may bring an action at law against the owner personally obligated to pay the same, or foreclose the lien against the property. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the common area or abandonment of his lot. 9.7 Subordination of the Lien to Mort~a~es. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payment which became due prior to such sale or transfer. No sale or transfer shall relieve such lot from liability for any assessments thereafter becoming due or from the lien thereof. 9.8 Effect of Nonuavment as Against Mortgagees. No mortgagee shall be required to collect an assessment, and the failure of a lot owner to pay assessments shall not by itself cause a default under an insured (HUD/VA) mortgage. ARTICLE X: IDENTIFICATION AND USE OF COMMON AREA 10.1 Common Area. The common area granted to the Autumn Faire Subdivision Homeowner's Association, Inc., an Idaho Corporation is: This common area shall be conveyed to the Association free and clear of all liens and title encumbrances (other than easements, taxes, and common restrictions). 10.2 Use. Every lot owner shall be entitled to a right and easement of enjoyment to the common area, and the title to the common area shall be considered appurtenant to the lot owner's tide. 10.3 Mortgage of Common Area. The Common area cannot be mortgaged or conveyed to anyone without the consent of at least two-thirds (2/3) of the lot owners (excluding the Declarant). 10.4 Liability to Lot Owners. No individual lot owner shall have liability for damage to the common, area or liability for injury to another arising out of someone's use of the common area, merely by virtue of being a lot owner. ARTICLE XL• MIS['Fi.i.A1~?OUS 11.1 Term. The easements created hereunder shall be perpetual, subject only to extinguishment by .the holders of such easements as provided by law. The covenants, conditions, restrictions and equitable servitudes of this Declaration shall run for a term of twenty (20) years from the date this Declaration is recorded, unless amended as herein provided. Thereafter, such covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years each unless amended or extinguished by a written instrument executed by Owners holding at least three-fourths (3/4) of the ownership of the Subdivision, and such written instrument is recorded with the Ada County Recorder. 11.2 Amendment 11.2.1 By Grantor. Until the recordation of the first deed to a building Lot in the Property, the provisions of this Declaration may be amended, modified,. ,clarified, supplemented, added to (collectively, "amendment") or tPrm~nated by Grantor by recordation of written instrument setting forth such amendment or tPrminatlon. Any amendment affecting only a particular Tract may be made by Grantor ~~ • by an Amendment to this Declaration at any time up to the recordation of the first deed to a Building Lot in such Tract. 11.3 Notices. Any notices permitted or required to be delivered as provided herein shall be in writing and may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered seventy-two (72) hours after the same has been deposited in the United States mail, postage prepaid, addressed to any person at the address given by such person to the Grantor for the purpose of service of such notice, or to the residence of such person if no address has been given to the Grantor. Such address may be changed from time to time by notice in writing to the Grantor, as provided in this paragraph. 11.4 Enforcement and Non-Waiver 11.4.1 Right of Enforcement Except as otherwise provided herein, any Owner of any Building Lot shall have the right to enforce any or all of the provisions hereof against any property within the Property and Owners thereof. 11.4.2 Violations and Nuisances. The failure of any owner of a Building lot to comply with any provision hereof, is hereby declared a nuisance and will give rise to a cause of action in the Grantor, or any owner of a Building Lot(s) within the Property for recovery of damages or for negative or affirmative injunctive relief or both. However, any other provision to the contrary notwithstanding, only Grantor, may enforce by self-help any of the provisions hereof only in such self-help is preceded by reasonable notice to the Owner. 11.4.3 Violation of Law: Any violation of any state, municipal or local law, ordinance or regulation pertaining to the ownership, occupation or use of any property within the Property is hereby declared to be a violation of this Declaration and subject to any or all of the enforcement procedures set forth in this Declaration any or all enforcement procedures in law and equity. 11.4.4 Remedies Cumulative. Each remedy provided herein is cumulative and not exclusive. 11.4.5 Non-Waiver. The failure to enforce any of the provisions herein at any time shall not constitute a waiver of the right to enforce any such provision. 11:5 Interpretation. The provisions of this Declaration shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of the Property. This Declaration shall be construed and governed under the laws of the State of Idaho. 11.5.1 Restrictions Construed Together. All of the provisions hereof shall be liberally construed together to promote and effectuate the fundamental concepts of the development of the Property as set forth in the recitals of this Declaration. 11.5.2 Restrictions Severable. Notwithstanding the provisions of the foregoing paragraph, each of the provisions of this Declaration shall be deemed independent and severable, and the invalidity or partial invalidity of any provision or portion thereof shall not affect the validity or enforceability of any other provision herein. 11.5.3 angular Includes P1uraL Unless the context requires a contrary construction, the singular shall include the plural and the plural the singular, and the masculine, feminine or neuter shall each include the masculine, feminine and neuter. 11.5.4 Captions. All captions and titles used in this Declaration are intended solely for convenience of reference and shall not affect that which is set forth in any of the provisions hereof. 11.6 Successors and Assigns. All references herein to Grantor, Owners, or person shall be construed to include all successors, assigns, partners and authorized agents of such Grantor, Owners, or person. ~~ i ~ BY LAWS OF AUTUMN FAIRE SUBDIVISION HOMEOWNER'S ASSOCIATION, INC. The following are by-laws for Autumn Faire Subdivision, Homeowner's Association, Inc. anon-profit Idaho Corporation. Each owner of a Residential Lot automatically, by virtue of such ownership, becomes a .member of 'the association. All present and future owners, mortgagees and other encumbrances, lessees, tenants and occupants of the Residential Lots are subject to these by-laws, the Declaration of Covenants, Conditions -and Restrictions of the Autumn Faire Subdivision ("Declaration), and the rules and regulations adopted by the Board of Directors of the Association. In the event of any conflict between the Declaration and these by-laws, the Declaration shall be controlling. Words and phrases that are defined in the Declaration shall have the same meanie in these by-laws. Residential Lot shall mean'all lots of the Subdivision. Until the Transition date, Declarant Gemstar Properties, LLC, shall have the full power and authority to exercise all of the rights, duties and functions of the Board of Directors and the Officers of the Association. All references herein to the Board shall apply with equal force and effect to the Declarant Gemstar Properties, LLC, or the Association's Board of Directors, whichever has the responsibility for administering the Association. The transition date shall be the date upon which the authority and responsibility to manage the Association passes to the Association. The transition shall be either {1) the date designated by Declarant in a written notice to the owners, which day may, at Declarant's election be any date after the Declaration has been recorded; (2) the date after which the Declarant has transferred title to purchasers of 30 residential lots within the subdivision; or (3) the fifth anniversary of recording the Declaration; whichever of the foregoing first occurs. ARTICLE 1: MIIvIBERSHIP; REGLSTER; VOTING Section 1.1 Membership. The owners of the Residential Lots in the Subdivision shall constitute the Association. Owners of a Residential Lot as joint tenants in common, community property, or other ownership involving more than one owner, shall be joint members of the Association, but the vote of the Residential Lot shall be cast as a single vote. Section 1.2 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified and actixtg guardian of their estate voting on their behalf, or, in the case of a minor with no guardian of his estate, through a parent having custody of the minor. ARTICLE 2: MEETING OF IVIEINIBERS Section 2.1 Place. Meetings of the members of the Association shall be held at such suitable place as may be convenient to the membership and designated from time to time by the Board. Section 2.2 Annual Meetings. The annual meeting of the Association shall be held in the first quarter of each year, on a date fixed by the Board. At such annual meeting there shall be a financial report, if applicable, the owners shall elect members to the Board or fill vacancies therein, and such other business as shall come before the meeting maybe transacted. Section 2.3 Suecial Meetings. It shall be the duty of the president to call a special meeting of the Association as directed by resolution of the Board or upon the written request of a majority of the Board or upon the written request of owners having one-third (1/3) of the total voting power of the Association. A meeting called at the request of the members shall be held at such time as the president may fix, which time shall not be less than fifteen (15) nor more than thirty (30) days after the receipt of the written request therefore. ~ r Section 2.4 Notice of Meetings. It shall be the duty of the secretary to give notice of each annual and special meeting, stating the purpose thereof and the time and place where it is to be held, to each member of the Association and to each mortgagee that has requested notice. Notice shall be given at least thirty (30) days before annual meetings and at least ten (10) days before special meetings. Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. Section 2.5 Ouor~n. The presence in person or by proxy of members of the Association or voting representatives holding twenty-five percent (2595) of the total Residential Lots shall constitute a quorum for the transaction of business at any meeting of members of the Association. Section 2.6 Proxies. Any Residential Lot owner or voting representative may vote by proxy. Proxies shall be in writing, signed by the owner, or voting representative and filed with the Boazd. Proxies may be revoked at any time by written notice to the Board. Any designation of proxy maybe signed by all owners of a Residential Lot; but when husband and wife are owners, the proxy needs to be signed by only one spouse unless the other spouse notified the Board not to accept the proxy. Section 2.7 Maiority Vote. Except as otherwise provided by statute, by the Declaration, or by these by-laws, passage of any matter submitted to vote at a meeting where a quorum is in attendance shall require the affirmative vote of at least fifty-one percent (5195) of the owners of the Residential Lots. Section 2.8 Order of Business. The order of business at meetings of the Association shall be as follows unless dispensed with on motion: (a) Roll call; (b) Proof of notice of meeting or waiver of notice; (c) Minutes of preceding meeting; (d) Reports of officers; (e) Reports of committees; (f) IIection of directors (annual meeting or special meeting called for such purpose); (g) Unfinished business; (h) New business; (i) Adjournment. Section 2.9 Parliamentary Autbarity. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert's Rules o f Order. ARTICLE 3: BOARD OF DIRECTORS Section 3.1 Number of Qualifications. The affairs of the Association shall be governed by a Board of three (3) directors, who shall be elected by ballot from the members of the Association. The members of the Association at any annual meeting may change the number of directors retroactively by amending this By- law provision, but shall not reduce the number below three (3) or in such a manner to deny an incumbent director (unless removed for cause) a full term of office. Section 3.2 Powers and Duties. The Board shall have the powers and duties provided for in the Idaho Non-Profit Corporation Act and in the Declaration, and all other power necessary for the administration of the affairs of the Association, and may do all such acts and things as are not prohibited by statute or by the Declazation required to be done in another manner. Section 3.3 Election aml Term of Office. The initial directors named in the Article shall serve until the first day of the calendar month following the date of adjournment of the .first annual meeting. Thereafter, the term of office for directors shall begin on the first day of the calendar month following the date of adjournment of the annual meeting at which they aze elected. The normal term of office for directors will be for three (3) years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting, one-third (1/3) of the number of directors (or the whole number nearest to one-third) shall be elected for one (1) year, the same number shall be elected for two (2) years, and the remainder shall be elected for three (3) years. ~~ Section 4.6 Secretary. The secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He shall also perform such other duties as may be prescribed by the Board. Section 4J Treasurer. The treasurer shall have responsibility for the Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. Section 4.8 Other Officers and Employees. Other officers of the Association and any persons employed to assist the officers shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration and these By-laws. Section 4.9 Compensation. No compensation shall be paid to officers for their services as officers. Section 4.10 Declarant's Powers. In accordance with the Declaration, the Declarant or Declarant's agent may exercise the powers of the officers until the Transition Date. ARTICLE 5: COMMITTEES Section 5.1 Committees of Iirectors. The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed entirely of Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the board of its ultimate responsibility for the administration and management of the Association. ARTICLE 6: ASSESSMENTS Section 6.1 Assessments. The Board shall have the authority to levy assessments, regular and special, in accordance with the Declaration. ARTICLE 7: HANDLING OF FUNDS Seciion 7.1 Accounts. The Association shall establish the necessary funds or accounts to provide properly for the operation and maintenance of the Association. Overall superintendence of these funds shall be the responsibility of the treasurer of the Association. All accounts with banks or other depositories shall require the signature of two (2) officers on checks or other withdrawals. ARTICLE 8: AMENDMENTS These By-laws may be altered, amended or repealed and new By-laws may be adopted by the Board of Directors or by the members at any regular or special meeting. The amendment of these By-laws is subject to the limitations set forth in the Declaration. ARTICLE 9: Il~TDEbIl~1IFICATION To the full extent permitted by applicable law, each member of the Board, each member of an Association committee, each officer and the Declarant who filed the Declaration shall be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in connection with any proceedings to which he may be a party, or in which he may become involved, by reason of holding or having held such position, or any settlement thereof, whether or not he or she holds such position at the time such expenses or liabilities are incurred, except to the extent such e~cpenses and liabilities are covered by insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his or her duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being for the best interest of the Association; and further provided that this right of indemnification shall be inapplicable to the extent necessary, if at all, for the Association to obtain any insurance required by the Declaration. ~-, The foregoing By-laws shall be effective the _________ day of ____-_______________, 20_____. Gemster Properties, LLC Lloyd Glasgow, Member IN WITNESS WHEREOF, the party hereto has hereunto caused its name to be subscribed this ______ day of ------------ ---, 20-----• Gemstar Properties a limited libilitiy company ----------------------------------- _ by Lloyd Glasgow, Member STATE OF IDAHO ) )ss County of Canyon ) On this _____ day of _-_________________________, 20______ before me, the undersigned, a Notary Public in and for said State, personally appeared Lloyd Glasgow, lrnown to me to be the Manager of Gemstar Properties, a limited liability company, the limited liability company whose name is subscribed to the foregoing instrument, and aclrnowledged to me that he executed the same for and on behalf of such limited liability company. IN WfI'NFSS WI-~REOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public for Idaho Residing at ,Idaho Commission Expires: ~~ DECLARATION ESTABLISHIlVG COVENANTS, CONDITIONS AND RESTRICTIONS _« FOR AL]TUMN FAIRE SUBDMSION ., ARTICLE I: RE( 1.1 1.2 1.3 1.4 • TABLE OF CONTENTS :TTALS Real Property Description Development Conditions Purpose ARTICLE II: DECLARATION ARTICLE III: DEFIlVITIONS 3.1 Architectural Committee 3.2 Building Lot 3.3 Declaration 3.4 Design Guidelines 3.5 Grantor 3.6 Improvement 3.7 Owner 3.8 Person 3.9 Plat 3.10 Property 3.11 Limited Assessment 3.12 Supplemental Declaration 3.13 Tract ± ARTICLE N: GENERAL AND SPECIFIC RESTRICTIONS 4.1 Structures -Generally 4.1.1 Use, Height and Construction of Dwelling Structure _ 4.1.2 Architectural Committee Review 4.1.3 Setbacks and Height 4.1.4 Accessory Structures 4.1.5 Driveways 4.1.6 Mailboxes 4.1.7 Fencing 4.1.8 Lighting 4.2 Antennae 4.3 Insurance Rates 4.4 No Further Subdivision 4.5 Signs 4.6 Nuisances 4.7 Exterior Maintenance -Owner's Obligations 4.8 Drainage 4.9 Grading 4.10 No Hazardous Activities 4.11 Unsightly Articles 4.12 No Temporary Structures 4.13 No Unscreened Items 4.14 No Mining or Drilling 4.15 Energy Devices, Outside 4.16 Vehicles 4.17 Animals/Pets '` 4.18 Landscaping 4.19 Exemption of Grantor 4.20 ARTICLE V: ARCHITECTURAL COMMITTEE 5.1 Creation 5.2 Grantor's Right of Appointment 5.3 Review of Proposes Construction 5.3.1 Building Restrictions 5.3.2 Conditions of Approval 5.3.3 Architectural Committee Rules 5.3.4 Detailed Plans 5.3.5 Architectural Committee Decisions 5.4 No Waiver of Future Approvals 5.5 Compensation of Members 5.6 Non-Liability of Architectural Committee Members 5.7 Variances ARTICLE VI: ANNEXATION OF ADDITIONAL PROPERTIES 6.1 By Grantor 6.2 De-annexation ARTICLE VII: EASEMENTS 7.1 Drainage and Utility Easements 7.2 Maintenance and Use Easement Between Walls and Lot Lines ARTICLE VIII: AUTUMN FAIRE HOMEOWNER'S ASSOCIATION, INC. 8.1 Organization of Association 8.2 Membership: Register, Voting 8.2.1 Membership 8.2.2 Persons Under Disability 8.3 Meeting of Members 8.3.1 Place 8.3.2 Annual Meetings 8.3.3 Special Meetings 8.3.4 Notice of Meetings 8.3.5 Quorum 8.3.6 Proxies 8.3.7 Majority Vote 8.3.8 Order of Business 8.3.9 Parliamentary Authority 8.4 Board of Directors 8.4.1 8.4.2 8.4.3 8.4.4 8.4.5 8.4.6 8.4.7 8.4.8 8.4.9 8.4.10 8.4.11 8.5 Officers 8.5.1 8.5.2 8.5.3 8.5.4 8.5.5 8.5.6 8.5.7 8.5.8 8.5.9 8.5.10 Number of Qualifications Powers and Duties Election and Term of Office Vacancies Removal of Directors Compensation Regular Meetings Special Meetings Waiver of Notice Quorum Open Meeting Designation Election of Officers Removal of Officers President Vice President Secretary Treasurer Other Officers and Employees Compensation Declarant's Powers L~ 8.6 8.7 Committees 8.6.1 Committees of Directors Powers and Duties of the Association 8.7.1 .Powers 8.7.1.1 8.7.1.2 8.7.1.3 8.7.1.4 8.7.1.5 8.7.1.6 8.7.1.7 8.8 Handling of Funds 8.8.1 Accounts 8.9 Amendments 8.10 Indemnification Assessments Right of Enforcement Delegation of Powers Association Rules Emergency Licenses, Easements and Rights-of-Way Duties of the Association ARTICLE IX: COVENANT FOR MAINTENANCE ASSESSMENTS 9.1 Creation of the Lien and Personal Obligation of Assessments 9.2 Maximum Annual Assessment 9.3 Notice and Quorum for any Action Authorized Under Section 9.1 & 9.2 9.4 Uniform Rate of Assessment 9.5 Date of Commencement of Annual Assessments -Due Dates 9.6 Effect of Nonpayment of Assessments -Remedies of the Association 9.7 Subordination of the Lien to Mortgages ' 9.8 Effect of Nonpayment as Against Mortgagees ARTICLE X: IDENTIFICATION AND USE OF COMMON AREA 10.1 Common Area 10.2 Use 10.3 Mortgage of Common Area 10.4 Liability of Lot Owners ARTICLE XI: MISCELLANEOUS 11.1 Term 11.2 Amendment 11.2.1 By Grantor 11.3 Notices 11.4 Enforcement and Non-Waiver 11.4.1 Right of Enforcement 11.4.2 Violations and Nuisances 11.4.3 Violation of Law 11.4.4 Remedies Cumulative 11.4.5 Non-Waiver 11.5 Interpretation 11.6 _ BY-LAWS 11.5.1 Restrictions Construed Together 11.5.2 Restrictions Severable 11.5.3 Singular Includes Plural 11.5.4 Captions Successors and Assigns • DECLARATION ESTABLISHING COVENANTS, CONDITIONS AND RESTRICTIONS FOR AUTUMN FAIRE SUBDIVISION THIS DECLARATION is made this ______ day of ____________________________, 19_____, by Gemstar Properties, a limited liability company, hereinafter called "Grantor." ARTICLE I: RECITALS 1.1 Real 1roperty Description. Grantor is the owner of all that real property located in Ada County, Idaho as described on Exhibit "A" attached hereto and incorporated herein by this reference, and sometimes referred to herein as such. 1.2 Development. Grantor proposes to develop said real property in phases in accordance with the maps and plans approved under the zoning and subdivision ordinances and regulations of the City of Meridian, the County of Ada, and the State of Idaho. In order to facilitate the phased development of said real property, Grantor may record, in Grantor's sole discretion, Supplemental Declarations which subject a portion of said real property to this Declaration. Each development phase shall constitute a "Tract," as defined below. As a Tract is approved under said zoning anal subdivision ordinances, the filing of said Supplemental Declaration shall make such Tract subject to this Declaration. 1.3 Conditions. Any Development plans for said real property in existence prior to or following the effective date of this Declaration are subject to change at any time by Grantor, in Grantor's sole discretion, and impose no obligations on Grantor as to how said real property is to be development or improved. Any purchaser of a lot within a Tract acknowledges that said lot is subject to the above referenced zoning and subdivision ordinances and regulations and such other governmental ordinances and regulations and approvals hereunder as may be in effect or as may from time to time be imposed. Said Purchaser acknowledges familiarity with the same, constructively or otherwise. 1.4 Piu ose. The purpose of this Declaration is to set forth the basic restrictions, covenants, limitations, easements, conditions and equitable servitude's (collectively "Restrictions") that apply to said real property. The Restrictions are designed to preserve the value, desirability and attractiveness of said real property, to ensure a quality development, and to guarantee the maintenance of the subdivision and improvements located thereon in a cost effective and administratively efficient manner. ARTICLE 1Z DECLARATION Grantor hereby declares that those portions of said real property brought within the jurisdiction hereof as provided herein, and each lot, parcel or portion thereof, is and/or shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the following terms, covenants, conditions, easements and restrictions, all of which are declared and agreed to be in furtherance of a general plan for the protection, maintenance, improvement and sale thereof, and to enhance the value, desirability and attractiveness thereof. The terms, covenants, conditions, easements and restrictions set forth herein shall run with the land, and with each estate therein, and shall be binding upon all persons having or acquirix~g any right, title or interest in said real property or any lot, parcel of portion thereof; shall inure to the benefit of and be binding upon Grantor, Grantor's successors in interest and each grantee or owner and such grantee's or owner's respective successors in interest, and may be enforced by Grantor, by any owner or such owner's successors in interest, as hereinafter defined, against any other owner, tenant or occupant of said real property. i Notwithstanding the foregoing, no provision of this Declaration shall be construed as to prevent or limit Grantor's right to complete development of said real property and to construct improvements thereon, nor Grantor's right to maintain model homes, construction, sales or leasing offices or similar facilities (temporary or otherwise) on any portion thereof, including any common area or any public right-of-way, nor Grantor's right to post signs incidental to construction, sales or leasing, nor Grantor's right to modify plans for said property. ARTICLE Tb DEFINITIONS 3.1 "Architectural Committee" shall mean the committee created by the Grantor pursuant to Article V hereof, and may be referred to herein as the "Committee". 3.2 "Burilding Lot" shall mean one or more lots within a Tract as specified or shown on any Plat and/or by any Supplemental Declaration, upon which Improvements may be constructed. Building Lot shall mean a lot so specified on any final plat or on any preliminary plat of the Property. 3.3 "Declaration" shall mean this Declaration as it maybe amended from time to time. 3.4 "Design Guidelines" shall mean the construction guidelines approved by the Architectural Committee. 3.5 "Grantor" shall mean Gemstar Propeties, LLC a limited liability company, or its successors in interest, or any person or entity to whom the rights under this Declaration are expressly transferred by Grantor or its successors in interest. 3.6 "Improvement" shall mean any structure, facility or system, or other improvement or object, whether permanent or temporary, which is erected, constructed or placed upon, under or in any portion of the Property, including but not limited to buildings, fences, streets, drives, driveways, sidewalks, curbs, landscaping, signs, lights, mailboxes, electrical lines, pipes, pumps, ditches, waterways, recreational facilities, and fixtures of any kind whatsoever. 3.7 "Owner" shall mean the person or other legal entity, including Grantor, holding fee simple interest of record to a Building Lot which is a part of the Property, and sellers under executory contracts of sale, but excluding those having such interest merely as security for the performance of an obligation. 3.8 "Person" shall mean any individual, partnership, corporation or other legal entity. 3.9 "Plat" shall mean any subdivision plat covering any portion of the Property as recorded at the office of the County Recorder, Ada County, Idaho, as the same may be amended by duly recorded amendments thereof. 3.10 " ___pei-t "shall mean those portions of the Property described on Exhibit "A" attached hereto and incorporated herein by this reference, including each lot, parcel and portion thereof and interest therein, including all water rights associated with or appurtenant to such property. The Property also may include, in Grantor's sole discretion, such additional property in addition to that described on Exhibit "A," as may be annexed by means of a Supplemental Declaration as provided herein. Grantor, in its sole discretion, may or may not include all portions of the property described on Exhibit "A" as part of the Property subject to this Declaration. Additionally, Grantor, at its sole election, may withdraw any Tract of which Grantor is the sole Owner previously included within the provisions hereof upon recordation of a written declaration of de-annexation. 3.11 "Limited Assessment" shall mean a charge against a particular Owner and such Owner's Building Lot, directly attributable to the Owner, equal to the cost incurred by the Grantor for corrective action performed pursuant to the provisions of this Declaration or any Supplemental Declaratio including interest thereon as provided in this Declaration or a Supplemental Declaration. 3.12 "Supplemental Declaration" shall mean any Supplemental Declaration including additional covenants, conditions and restrictions that might be adopted with respect to any portion of the Property. 3.13 "Tract" shall mean a defined portion of the Property within which the contemplated development involves a common use or compatible uses, and which may have been designated as a Tract by this Declaration or a recorded Supplemental Declaration. ARTICLE IV : GRN~RAi. AND SPECIFIC RESTRICTIONS 4.1 Structures - Generally. All structures (except for sales offices or similar facilities of Grantor) are to be designed, constructed and used in such a manner as shall be compatible with this Declaration, and shall meet the following minimum standards: 4.1.1 Use Size Height and Construction of Dwellinrr Structure. All Building Lots shall be improved and used solely for residential use. No Building Lot shall be improved except with a single family dwelling unit with not less than 1400 sq ft, excluding garages and porches, designed to accommodate no more than a single family and occasional guests, and such other Improvements as are necessary or customarily incidental to a single family residence. No business or home occupation shall be conducted from said dwelling unit or Improvement. No dwelling unit shall be more than two stories in height, including split-level designs. Abasement or daylight basement shall not be counted as a story in determining compliance with this section. The dwelling structures and accessory structures shall be constructed on site, unless otherwise specifically permitted in writing by the Architectural Committee. Modular or manufactured homes or houses shall not be permitted. Already constructed homes or houses shall not be permitted to be moved onto a Building Lot. It is anticipated that homes will range in price from $125,000 to $250,000. Market conditions may impact this price range. 4.1.2 Architectural Committee Review No improvements which will be visible above ground or which will ultimately affect the visibility of any above ground Improvement shall be built, erected, placed or materially altered on or removed from the property unless and until the building plans, specifications, and plot plan or other appropriate plans and specifications have been reviewed in advance by the Architectural Committee and the same have been approved in writing. The review and approval or disapproval may be based upon the following factors: size, height, design and style elements, mass and form, topography, setbacks, finished ground elevations, architectural symmetry, drainage, color, materials, physical or aesthetic impacts on other property, artistic conformity to the terrain and the other Improvements on the Property, and any and all other factors which the Architectural Committee, in its reasonable discretion, may deem relevant. The Architectural Committee shall be generally guided by the following: (a) Roofing material may consist of wood/cedar shakes, tile, or archtectural composition shingles, or other material approved by the Architectural Committee. Colors must be of darker tones-light ~rays tans, etc will not be acceptable. Samples must be submitted and approved in writing by the Architectural Committee before installation. (b) The Committee shall not approve flat roofs, zero roof overhangs, or exterior roof construction of tar paper, gravel or metal. (c) All metal flashings, chimney caps, roof jacks and other miscellaneous roof metals shall be painted to blend with roof materials. (d) Exterior colors shall be of a flat or semi-gloss type and shall be limited to subdued tones. Colors shall be compatible with surrounding homes. Exterior colors must be approved in writing by the Architectural Committee prior to application. (e) The Co • ttee shall not approve any plans which contemplate visible construction with blocks of cement, cinder, pumice or sinnlar materials, unless the same is faced on the outside with wood, stone, stucco or similar materials and approved in writing by the Committee. (f) The Committee shall not approve any extreme, bizarre, or eccentric design or construction. (g) All roofs must have a pitch of at least 6/12. (h) Exterior surfaces of chimneys are to be of hardboard, stucco, wood, stone or brick. Chimney chase enhancers are required, except on masonry chimneys. (i) Wood, white clad and bronze anodized metal are approved to windows, door frames, skylights, and garden windows. Mill finished aluminum windows shall not be approved. (j) Utility meters are to be placed in an unobtrusive location and concealed behind fences where possible. Location shall be shown on the site plan. (k) All gutters and downspouts are be continuous and shall be colored to blend with the surface to which they are attached. Said requirements as to the approval of the architectural design shall apply only to the exterior appearance of the Improvements. This Declaration is not intended to serve as authority for the Architectural Committee to control the interior layout or design of residential structures except to the extent incidentally necessitated by use, size and height restrictions. 4.1.3 Setbacks and Hecht. No residential or other structure (exclusive of fences and similar structures) shall be placed nearer to the Building Lot lines or built higher than permitted by the Plat for the Tract in which the Building Lot is located, by any applicable zoning restriction, by any conditional use permit, or as may be specified in this Declaration or any Supplemental Declaration, whichever is more restrictive. This section is intended to comply with the building standards for the City of Meridian Idaho. Any and all buildings shall comply with the City of Meridian Building Codes at a minimum. 4.1.4 Accessory Structures. Detached garages shall be allowed if in conformity with the provisions of this Declaration, and as approved by the Architectural Committee. No pools, pool slides, diving boards, hot tubs, spas, outbuildings, or similar items shall extend higher than ten (10) feet above the finished graded surface of the Building Lot upon which such item(s) are located, and no playhouses or playground equipment shall extend higher than ten (10) feet, except for basketball backboards, which may extend beyond this limit as reasonably required to accommodate a ten (10) foot rim. 4.1.5 Driveways. All access driveways shall have a wearing surface approved by the Architectural Committee consisting of concrete and shall be properly graded to assure proper drainage. No driveway shall be wider than the garage to which said driveway leads unless approved by the Architectural Committee. 4.1.6 Mailboxes. All mailboxes and stands will be of consistent design, material and coloration as specified by the Architectural Committee and to assure uniformity, shall be located at places designated by the Architectural Committee and/or the Postal Service. 4.1.7 Fencine. No fence, hedge or boundary wall situated anywhere upon a Building Lot shall have a height greater than six (6) feet, or other lesser height as the Architectural Committee may require, above the finished graded surface. Any fence or boundary wall constructed on or near the lot line common to one or more Building Lots shall be constructed as a "good neighbor" (alternating or open panels) fence or wall. Fencing using natural landscaping as a visual and/or privacy barrier is strongly encouraged. "Invisible" fencing to control and contain dogs is strongly encouraged and shall be allowed. No fence shall be constructed of any material other than wood, nor finished in other than a natural finish, except as may be specifically approved in writing by the Architectural Committee prior to construction. All fencing and boundary walls constructed on any Building Lot shall be of compatible style and material to that other fencing constructed adjacent to or abutting such Building Lot, and shall otherwise be as approved by the Arcltectural Committee. Any and all fencing shall comply with the City of Meridian building codes. 4.1.8 I~tin~. Exterior lighting, including flood lighting, shall be part of the architectural concept of the Improvements on a Building Lot. Fixtures, stands and all exposed accessories shall be harmonious with building design and shall be as approved by the Architectural Committee prior to installation. Lighting shall be restrained in design, and excessive brightness shall be avoided. Exterior yard lights and posts as set forth in landscaping paragraph are required for all front yards. 4.2 Antennae. No exterior radio antenna, television antenna or other antenna of any type shall be erected or maintained on the Property unless it is approved by the Architectural Committee and located or screened in a manner acceptable to said Architectural Committee. Satellite dishes shall be allowed on the Property if size and location are submitted and approved by the Architectural Committee prior to installation. All such applications will be reviewed on a case- by-case basis. 4.3 Insurance Rates. Nothing shall be done or kept on any Building Lot which will increase the rate of insurance on any other portion of the Property without the approval of the Owner of such other portion, nor shall anything be done or kept on the Property or a Building Lot which would result in the cancellation of insurance or which would be in violation. 4.4 No Further Subdivision. Subject to paragraph 4.19 below, no fmally platted Building Lot may be further subdivided, nor may any easement or other interest therein be granted, unless applied for by grantor. 4.5 S=ins. No sign of any, kind shall be displayed to the public view without the approval of the Architectural Committee except: (1) such signs as may be used by Grantor in connection with the development of the Property and sale of Building Lots; (2) temporary signs naming the contractors, the architect, and the lending institution for a particular construction operation; (3) such informational signs of customary and reasonable dimensions as prescribed by the Architectural Committee may be displayed; and (4) one (1) sign of customary and reasonable dimensions not to exceed three (3) feet by two (2) feet as may be displayed by an Owner other that Grantor on or from a Building Lot advertising the residence for sale or lease. 4.6 N»;~*K'es. No rubbish or debris of any kind shall be placed or permitted to accumulate anywhere upon the Property, and no odor shall be permitted to arise therefrom so as to render the Property or any portion thereof unsanitary, unsightly, offensive or detrimental to the Property or to its occupants, or to any other property in the vicinity thereof or to its occupants. No noise or other nuisance shall be permitted to exist or operate upon any portion of the Property so as to be offensive or detrimental to the Property or to its occupants or to other property in the vicinity or to its occupants. Without limiting the generality of any of the foregoing provisions, no exterior speakers, horns, whistles, bells or other sound devices (other than security devices used exclusively for security purposes), flashing lights or search lights shall be located, used or placed on the Property without the prior written approval of the Architectural Committee. 4.7 Exterior Maintenance• Owner's Oblieations. No Improvement shall be permitted to fall- into disrepair, and each Improvement shall at all times be kept in good condition and repair. In the event that any Owner shall permit any Improvement, including trees and landscaping, which is the responsibility of such Owner to maintain, to fall into disrepair so as to create a dangerous, unsafe, unsightly or unattractive condition, or damages adjoining property or facilities, the Ardutectural Committee, upon fifteen (15) days prior written notice to the Owner of such property, shall have the right to correct such condition and to enter upon such Owner's Building Lot for the purpose of doing so, and such Owner shall promptly reimburse the Committee for the cost thereof. Such cost shall be an Assessment and shall create an unfnr~aahl,a lion ThP ~PT of the offending UronertV shall be personally liable, and S].ICh Owner's property may be subject to a mechanic's lien for all costs and. expenses incurred by the Architectural Committee in taking such corrective acts, plus all costs incurred in collecting the amounts due. Each Owner shall pay all amounts due for. such work within ten (10) days after receipt of written demand therefor. 4.8 Drainage. There shall be no interference with the established drainage pattern over any portion of the Property, unless an adequate alternative provision is made for proper drainage and is first approved in writing by the Architectural Committee. For the purposes hereof, "established" drainage is defined as the system of drainage, whether natural or otherwise, which exists at the time the overall grading of any portion of the Property is completed by Grantor, or that drainage which is shown on any plans approved by the Architectural Committee. 4.9 Gra ~ The Owner of any Building Lot within the Property in which grading or other work has been performed pursuant to an approved grading plan shall maintain and repair all graded surfaces and erosion prevention devices, retaining walls, drainage structures, means or devices which are not the responsibility of the Architectural Committee or a public agency, and plantings and ground cover installed or completed thereon. Such requirements shall be subject to Assessment as may be applicable. An approved grading plan means such plan as may have been approved by the applicable government agency and/or Architectural Committee. 4.10 No Hazardous Activities. No activities shall be conducted on the Property, and no Improvements constructed on any property which are or might be unsafe or hazardous to any person or property. 4.11 Unsightly Articles. No unsightly articles shall be permitted to remain on any Building Lot so as to be visible from any other portion of the Property. Without limiting the generality of the foregoing, refuse, garbage and trash shall be kept at all times in, such containers and in area approved by the Architectural Committee. Playground equipment, such as slides, swings, etc., shall not be permitted in the front yard of any lot. No clothing or fabrics shall be hung, dried or aired in such a way as to be visible to other property, and no equipment, heat pumps, compressors, containers, lumber, firewood, grass, shrub or tree clippings, plant waste, metals, bulk material, scrap, refuse or trash shall be kept, stored or allowed to accumulate on any Building Lot except within an enclosed structure or as appropriately screened from view. No vacant residential structures shall be used for the storage of building materials. 4.12 No Temnorar~ Structures. No house trailer, mobile home, or tent (other than for short term individual use which shall not exceed one month unless approved by the Architectural Committee), no temporary building, improvement or structure shall be placed upon any portion of the Property, except temporarily as may be required by construction- activity undertaken on the Property. Also excepted from this requirement is any sales office established by Grantor for the Property. 4.13 No Unscreened Items. No garbage cans,, trash containers, firewood, boats, trailers, campers, all-terrain vehicles, motorcycles, recreational vehicles, bicycles, dilapidated or unrepaired and unsightly vehicles or similar items, vehicles or equipment shall be placed or parked upon any portion of the Property (including without limitation, streets, parking areas and driveways) unless the same are enclosed by a structure concealing them from view in a manner approved by the Architectural Committee. To the extent possible, garage doors shall remain closed at all times. 4.14 No Minir~or D 'ling. No portion of the Property shall be used for the purpose of mining, quarrying, drilling, boring or exploring for or removing water, oil, gas or other hydrocarbons, minerals, rocks, stones, sand, gravel or earth. This paragraph shall not prohibit e~cploratory drilling or coring which is necessary to construct a residential structure or Improvement. 4.15 Fne_r~y Devices Outside. No energy production devices, including but not limited to generators of any kind and solar energy devices, shall be constructed or maintained on any portion of the Property without the written approval of the Architectural Committee, except for heat pumps shown in the plans approved by the Architectural Committee. This paragraph shall not apply to passive solar energy systems incorporated into the approved design of a residential structure. 4.16 Vehicles. Vehicles parked on a driveway shall not extend into any sidewalk or bike path or pedestrian path. Motor homes and other recreational vehicles may be stored behind the front yard fence. No recreational vehicles shall remain parked on the driveway or street for more than two (2) weeks. 4.17 Animals/Pets. No animals, birds, insects, pigeons, poultry or livestock shall be kept on the Property unless the presence of such creatures does not constitute a nuisance. This paragraph does not apply to the keeping of up to two (2) domesticated dogs, up to two (2) domesticated cats, and other household pets which do not unreasonably bother or constitute a nuisance to others. Without limiting the generality of the foregoing, consistent and/or chronic barking by dogs shall be considered a nuisance. Each dog shall be kept on a leash, curbed, and otherwise controlled at all times when such animal is off the premises of the Owner. The animal owner shall clean up any animal defecation immediately from public rights-of-ways. The construction of dog runs or other pet enclosures shall be subject to Architectural Committee approval, shall be appropriately screened, and shall be maintained in a sanitary condition. Dog runs or other pet enclosures shall be placed a minimum of five (5) feet from the side and fifteen (1 S) feet from the rear Building Lot line, shall not be placed in any front yard of a Building Lot, and shall be screened from view so as not to be visible from an adjacent Building Lot. The use of "invisible" fencing to control or restrain dogs to the respective animal owners' lot is strongly encouraged and is recommended. 4.18 I,andscapine. Within thirty (30) days after substantial completion of the Residential Structure located thereon, each Lot shall have in the front yard thereof rolled (sod) lawns, at least two (2) conifer or deciduous trees at least two (2) inches in diameter and ten (10) shrubs or bushes as approved by the Architectural Committee. A landscape plan shall be submitted to and approved by the Architectural Committee prior to commencement of any landscaping work. During construction of the Residential Structure, there shall be installed in the front yard within. ten (10) feet of the front boundary line, a photosensitive pole light designed to switch on automatically at sunset and off at sunrise with a minimum bulb power of 100 watts. Said stand shall be at least five (5) feet in height. 4.19 Exemption of Grantor. Nothing contained herein shall limit the right of Grantor to subdivide or re-subdivide any portion of the Property, to grant licenses, to reserve rights-of-way and easements to utility companies, public agencses or others, or to complete excavation, grading and construction of Improvements to and on any portion of the Property owned by Grantor, or to alter the foregoing and its construction plans and designs, or to construct such additional Improvements as Grantor deems advisable in the course of development of the Property so long as any Building Lot in the Property remains unsold. Such right shall include, but shall not be limited to, erecting, constructing and maintaining on the Property such structures and displays as may be reasonably necessary for the conduct of Grantor's business of completing the work and disposing of the same by sales, lease or otherwise. Grantor shall have the right at any time. prior to acquisition of title to a Building Lot by a purchaser from Grantor to grant, establish and/or reserve on that Building Lot additional licenses, reservations and rights-of-way to Grantor, to development and disposal of the Property. Grantor may use any structures owned by Grantor on the Property as model home complexes or real estate sales or leasing offices. Grantor need not seek or obtain Architectural Committee approval of any Improvement constructed or placed by Grantor or an affiliate of Grantor on any portion of the Property owned by Grantor or an affiliate of Grantor. The rights of Grantor hereunder may be assigned by Grantor to any successor in interest in connection with Grantor's interest in any portion of the Property by an express written assignment recorded in the office of the Ada County Recorder. i ~ ARTICLE V: ARCHITECTURAL CO1VIl-~IITTEE 5.1 Creation. Within thirty (30) days of the date on which Grantor first conveys a Building Lot to an Owner, Grantor shall appoint two (2) individuals to serve on the Architectural Committee ("Architectural Committee"). Each member shall hold office until such time as such member has resigned or has been removed, or such member's successor has been appointed, as provided herein. A member of the Architectural Committee need not be an Owner. Members of the Architectural Committee may be removed by the person or entity appointing them at any time without cause. Members of the architectural Committee currently are: To Be Determined 5.2 Grantor's Right of Appointment At any time, and from time to time, prior to ten (10) years after the recording date of this Declaration in which Grantor is the Owner of at least ten percent (10%) of the aggregate Building Lots, Grantor shall have the exclusive right to appoint and remove all members of the Arc}tectural Committee. If a vacancy on the Architectural Committee occurs and a permanent replacement has not yet been appointed, Grantor, as the case may be, may appoint an acting member to serve for a specified temporary period not to exceed one (1) year. 5.3 Review of Prouosed Construction. The Architectural Committee shall consider and act upon any and all proposals or plans and specifications submitted for its approval pursuant to this Declaration, including the inspection of construction in conformance with plans approved by the Architectural Committee. The Architectural Committee shall have the power to determine, by rule or other written designation consistent with this Declaration, which types of Improvements shall be submitted for Architectural Committee review and approval. The Architectural Committee shall have the power to lure an architect, licensed with the State of Idaho, to assist the Architectural Committee in its review of proposals or plans and specifications submitted to the Architectural Committee. The Architectural Committee shall approve proposals or plans and specifications submitted for its approval only if it deems that the construction alterations, or additions contemplated thereby in the locations indicated are in conformity with this Declaration, and that the appearance of any structure affected thereby will be in harmony with the surrounding structures, and that the upkeep and maintenance thereof will not become a burden on the Grantor. 5.3.1 Bull ing Restrictions. With the exception of Common Area Lots, no buildings shall be erected, altered, placed or permitted to remain on any lot other than one (1) detached single-family dwelling which may not exceed thirty feet (30) in height, and a private garage for two {2) or more motor vehicles. Each dwelling unit may not be occupied by more than on {1) family. The minimum square footage of living space (excluding the garage and porches) of each dwelling unit shall be 1,400 square feet finished or unfinished. 5.3.2 Corxlitions on Approval The Architectural Committee may condition its approval of proposals or plans and specifications upon such changes therein as it deems appropriate, and/or upon the agreement of the Owner submitting the same ("Applicant") to grant appropriate easements for the maintenance thereof, and may require submission of additional plans and specifications or other information before approving or disapproving material submitted. 5.3.3 Architectural Committee Rules. The Architectural Committee also may establish rules and/or guidelines setting forth procedures for and the required content of the applications and plans submitted for approval. Such rules and guidelines may establish, without limitation, specific rules and regulations regarding design and style elements, landscaping and fences and other structures such as animal enclosures, as well as special architectural guidelines applicable to Building Lots located acl<jacent to public and/or private open space. 5.3.4 Detailed Plans. The Architectural Committee may require such detail in plans and specifications submitted for its review as it deems proper, including, without limitation, floor plans, site plans, ., • landscape plans, drainage plans, elevation drawings anal descriptions or samples of exterior material and colors. Until receipt by the Architectural Committee of any required plans and specifications, the Architectural Committee may postpone review of any plan submitted for approval. 5.3.5 Architectural Committee Decisions. Responses by the Architectural Committee to the applicant will be sent to the address set forth in the application for approval within twenty (20) days after filing all materials required by the Architectural Committee. Any materials submitted pursuant to this Article shall be deemed approved unless written disapproval by the Architectural Committee shall have been mailed to the applicant within twenty (20) days after the date of filing said materials with the Architectural Committee. 5.4 No Waiver of Future Approvals. The approval of the Architectural Committee of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of the Architectural Committee, shall not be deemed to constitute a waiver of any right to withhold approval or consent. 5.5 Compensation of Members. The members of the architectural Committee shall receive no compensation for services rendered, other than reimbursement for expenses incurred by them in the performance of their duties hereunder and except as otherwise agreed by the Grantor. 5.6 Non-Liability of Architectural Committee Members. Neither the Architectural Committee nor any member thereof nor its duly authorized Architectural Committee representative shall be liable to Grantor or to any Owner or Grantee for any loss, damage or injury arising out of or in any way connected with performance of the Architectural Committee's duties hereunder, unless due to the willful misconduct or bad faith of the Architectural Committee. The Architectural Committee shall review and approve or disapprove all plans submitted to it for any proposed improvement, alteration or addition, solely on the basis of aesthetic considerations and the overall benefit or detriment which would result to the immediate vicinity and to the property generally. The Architectural Committee shall take into consideration the aesthetic aspects of the architectural designs, placement of building, landscaping, color schemes, exterior finishes and materials and similar features, but shall not be responsible for reviewing, nor shall its approval of any plan or design be deemed approval of, any plan or design from the standpoint of structural safety or conformance with building or other codes. 5.7 Variances. The Architectural Committee may authorize variances from compliance with any of the architectural provisions of this Declaration or any Supplemental Declaration, including restrictions upon height, size, floor area or placement of structures, or similar restrictions, when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental considerations may require. Such variances must be evidenced in writing, must be signed by at least two (2) members of the Architectural Committee, and shall become effective upon recordation in the office of the County Recorder Ada County. If such variances are granted, no violation of the covenants, conditions or restrictions contained in the Declaration or any Supplemental Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such a variance shall not operate to waive any of the terms and provisions of this Declaration or any Supplemental Declaration for any purpose except as to the particular Building Lot and particular provision hereof covered by the variance, nor shall it affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting such Owner's use of the Building Lot, including but not limited to zoning ordinances or requirements imposed by any governmental or municipal authority. ARTICLE VL• A-NNEXATTON OF ADDITIONAL PROPERTIES 6.1 y Grantor. Grantor intends to develop the property described on Fxhibit "A" and other properties and may, in Grantor's sole discretion, deem it desirable to annex some or all of such properties to the Property covered by this Declaration. Tracts may be annexed to the Property and brought within the provisions of this Declaration as provided herein by Grantor, its successors or assigns, at any time, and from time to time, without the approval of any Owner. The use and development of such Tracts shall conform to all applicable land use regulations, as such regulations are modified by variances. • 6.2 De-annexation. Grantor may delete all or a portion of the property described on Exhibit "A", including ` previously annexed Tracts, from the Property and from coverage of this Declaration so long as Grantor is the owner of all such Tracts and provided that Supplemental Declaration of Deletion of Property is recorded in the office of the Ada County Recorder in the same manner as a Supplemental Declaration of Annexation. Owners other than Grantor as described above shall not be entitled to de-annex all or any portion of a Tract except on written approval of Grantor so long as Grantor owns any portion of the property described on Exhibit "A". ARTICLE VII: EASEMFIVTS 7.1 Drainage and Utility Easements. Grantor expressly reserves for the benefit of all the Property reciprocal easements of access, iugress and egress for all Owners to and from their respective Building Lots for installation and repair of utility services, for drainage of water over, across and upon adjacent Building Lots resulting from the normal use of adjoining Building Lots, and for necessary maintenance and repair of any Improvement including fencing, retaining walls, lighting facilities, mailboxes and sidewalk abutments, trees and landscaping. Notwithstanding anything expressly or impliedly contained herein to the contrary, this Declaration shall be subject to all easements heretofore or hereafter granted by Grantor for the installation and maintenance of utilities and drainage facilities that are required for the development of the Property. In addition, Grantor reserves the right to grant additional easements and rights-of-way over the property and/or Tract, as appropriate, to utility companies and public agencies as necessary or expedient for the proper development of the Property until dose of escrow for the sale of the last Building Lot in the Property to a purchaser. 7.2 Maintenance and Use Easement Between Walls and Lot Lines. Whenever the wall of a structure or a ' fence or retaining wall is legitimately constructed on a Building Lot under plans and specifications approved by the Architectural Committee, and is located within three (3) feet of the lot line of such Building Lot, the Owner of such Building Lot is hereby granted an easement over and on the adjoining - Building Lot (not to exceed three (3) feet from-the Building Lot line) for purposes of maintaining and repairing such wall or fence and eaves or other overhangs, and the Owner of such adjoining Building Lot is hereby granted an easement for landscaping purposes over and on the area lying between the lot line and such structure or fence so long as such use does not cause damage to the structure or fence. ARTICLE VIII: AUTUMN FAIRE SUBDIVLSION HOMEOWNER'S ASSOCIATION, INC. 8.1 Organization of Association. The Autumn Faire Subdivision Homeowner's Association, Inc. (Association) shall be organized by Declarant as an Idaho corporation under the provisions of the Idaho Code relating to general non-profit corporations and shall be charged with the duties and invested with the powers prescribed by law and set forth in the Articles, by-laws and this Declaration. Neither the Articles nor the By-laws shall, for any reason, be amended or otherwise changed or interpreted so as to be inconsistent with the Declaration. 8.2 Membership: Register: Votin,~ 8.2.1 Membershi». The owners of the Residential Lots in the Subdivision shall constitute the Association. Owners of a Residential Lot as joint tenants in common, community property, or other ownership involving more than one owner, shall be joint members of the Association, but the vote of the Residential Lot shall be cast as a single vote. $.2.2 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified and acting guardian of their estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate, through a parent having custody of the minor. 8.3 Meeting of Members. • 8.3.1 Place. Meetings of the members of the Association shall be held at such suitable place as may be ' convenient to the membership and designated from time to time by the Board. 8.3.2 Annual Meetings. The annual meeting of the Association shall be held in the first quarter of each year, on a date fixed by the board. At such annual meeting there shall be a financial report, if applicable, the owners shall elect members to the Board or fill vacancies therein, and such other business as shall come before the meeting maybe transacted. 8.3.3 Special Meetings. It shall be the duty of the president to call a special meeting of the Association as directed by resolution of the board or upon the written request of a majority of the Board or upon the written request of owners having one-third (1/3) of the total voting power of the Association. A meeting called at the request of the members shall be held at such time as the president may fix, which time shall not be less than fifteen (15) nor more than thirty (30) days after the receipt of the written request therefore. 8.3.4 Notice of Meeting. It shall be the duty of the secretary to give notice of each annual and special meeting, stating the purpose thereof and the time and place where it is to be held, to each member of the Association and to each mortgagee that has requested notice. Notice shall be given at least thirty (30) days before annual meetings and at lease ten (10) days before special meetings. Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. 8.3.5 uorum The presence in person or by proxy of members of the Association or voting representatives holding twenty-five percent (2596) of the total Residential Lots shall constitute a quorum for the transaction of business at any meeting of members of the Association. ' 8.3.6 Proxies. Any Residential Lot owner or voting representative may vote by proxy. Proxies shall be in writing, signed by the owner, or voting representative and filed with the Board. Proxies may be revoked at any time by written notice to the Board. Any designation of proxy may be signed by all owners of a Residential Lot; but when husband and wife are owners, the proxy needs to be signed by only one spouse unless the other spouse notified the Board not to accept the proxy. 8.3.7 Majority Vote. Except as otherwise provided by statute, by the Declaration, or by these by-laws, passage of any matter submitted to vote at a meeting where a quorum is in attendance shall require the affirmative vote of at least fifty-one percent (5196) of the owners of the Residential Lots. 8.3.8 Order of Business. The order of business at meetings of the Association shall be as follows unless dispensed with no motion: (a) Roll call; (b) Proof of notice of .meeting or waiver of notice; (c) Minutes of preceding meeting; (d) Reports of officers; (e) Reports of committees; (f) Election of directors (annual meeting or special meeting called for such purpose}; (g) Unfinished business; (h) New business; (i) Adjournment. 8.3.9 parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert's Rules o f Order. 8.4 Board of Directors 8.4.1 Number and (?ualifications. The affairs of the Association shall be governed by a Board of three (3) directors, who shall be elected by ballot from the members of the Association. The members of ,~ i • the Association at any annual meeting may change the number of directors retroactively by amending this by-law provision, but shall not reduce the number below three (3) or in such a manner to dewy an incumbent director (unless removed for cause) a full term of office. 8.4.2 Powers and Duties. The Board shall have the powers and duties provided for in the Idaho Non- profit Corporation Act and in the Declaration, and all other powers necessary for the administration of the affairs of the association, and may do all such acts and things as are not prohibited by statute or by the Declaration required to be done in another manner. 8.4.3 Election and Term of Office. The initial directors named in the Article shall serve until the first day of the calendar month following the date of adjournment of the first annual meeting. Thereafter, the term of office for directors shall begin on the first day of the calendar month following the date of adjournment of the annual meeting at which they are elected. The normal term of office for directors will be for three (3) years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting, one-third (1/3) of the number of directors (or the whale number nearest to one-third) shall be elected for one (1) year, the same number shall be elected for two (2) years, and the remainder shall be elected for three (3) years. 8.4.4 Vacancies. Vacancies on the Board caused by reasons other than the removal of a director by a vote of the Association shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum. Each person so selected shall be a director until a successor is elected at the next annual meeting of the Association to serve the balance of the unexpired term. 8.4,5 Removal of Directors. At any regular or special meeting after the Transition Date, any one or more of the directors may be removed with or without cause by the owners of a majority of the Residential Lots and a successor may then anal there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting. 8.4.6 Compensation. No compensation shall be paid to directors for their services as directors. 8.4.7 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone or telegraph, at least three (3) days before the day fixed for the meeting. 8.4.8 S~,iecial Meetings. Special meetings of the Board 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 and purpose of the meeting. Special meetings of the Board shall be called by either the president or the secretary in like manner and on like notice on the written request of any two (2) directors. 8.4.9 .Waiver of Notice. Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the Board shall be a waiver by him or timely and adequate notice unless he expressly challenges the notice when the meeting begins. 8.4.10 uorum At all meetings of the Board, 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. - 8.4.11 Owen Meeting. Any Residential Lot owner or voting representative may attend any meeting of the Board, but shall not be entitled to participate. 8.S Officers 8.5.1 Designation. The principal officers of the AssoQation shall be a president, a vice president, a . secretary and a treasurer, all of whom shall be elected by the Board. The directors may appoint such other officers as in their judgment may be necessary or desirable. Two or more offices may be held by the same person, except that a person may not hold offices of president and secretary • shnultaneously. 8.5.2 Election of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be elected at any such meeting. 8.5.3 Removal of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause. A successor to the removed officer may be elected at any such meeting. 8.5.4 President. The president shall be the chief executive officer of the Association. He shall, when present, preside at all meetings of the Association and of the Board and shall have all the powers and duties usually vested in the office of the president. 8.5.5 Vice President. The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as maybe prescribed by the Board. $.5.6 Secretary. The secretary shall keep the minutes of all meetings of the board and of the Association, and shall have custody of the business records of the Board and the Association, other . than financial records kept by the treasurer. He shall also perform such other duties as may be prescribed by the Board. • $.5.7 'Measurer. The treasurer shall have responsibility of the Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. $.5.8 Other Officers and Employees. Other officers of the Association and any persons employed to assist the officers shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration and these by-laws. 8.5.9 Compensation. No compensation shall be paid to officers for their services as officers. 8.5.10 Declarant's Poyvers. In accordance with the Declaration, the Declarant or Declarant's agent may exercise the powers of the officers until the Transition Date. 8.6 Committees 8.6.1 Committees of Directors. The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed entirely of Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Association. 8.7 Powers and Duties of the Association 8.7.1 Powers. The Association shall have all the powers of anon-profit corporation organized under the general non-profit corporation laws of the State of Idaho subject only to such limitations upon the exercise of such powers as are expressly set forth in the Articles, the by-laws and this Declaration. It shaIl have the power to do any and all lawful things which may be authorized, required or permitted to be done by the Association under this Declaration, the Articles .and the by-laws, and to do and perform any and all acts which may be necessary or proper for, or incidental to the proper management and operation of the common areas and the performance of the other responsibilities herein assigned, including without limitation; -, j 8.7.1.1 Assessments. The power to levy assessments {annual, special and limited) on the owners of lots and to force payment of such assessments, all in accordance with the provisions of this Declaration. 8.7.1.2 Right of Enforcement. The power and authority from time to time in its own name, on its own behalf or in behalf of any owner or owners who consent thereto, to commence and maintain actions and suits to restrain and egjoin any breach or threatened breach of this Declaration or the Articles or the by-laws, including the Association rules adopted pursuant to this Declaration, and to enforce by mandatory injunction or otherwise, all provisions hereof. 8.7.1.3 Delei:ation of Powers. The authoriry to delegate its power and duties to committees, officers, employees or to any person, firm or corporation to act as manager. Neither the Association nor the members of its Board shall be liable for any omission or improper exercise by the manager of any such duty or power so delegated. $.7.1.4 Association Rules, The power to adopt, amend and repeal by majority vote of the Board such rules and regulations as the association deems reasonable (the Association Bules). The Association rules shall govern the use of the common areas by the owners, families of an owner, or by an invitee, licensee, lessee, or contract purchaser of an owner, provided, however, the Association rules may not discriminate among owners and shall not be inconsistent with this Declaration, the Articles or by-laws. A copy of the Association rules as they may from time to time be adopted, amended or repealed, shall be mailed or otherwise delivered to each owner. Upon such mailing or delivery and posting, said Association rules shall have the same force and effect as if they were set forth in and were a part of this Declaration. In the event of any conflict between any such Association rules and other provisions of this Declaration, or the Articles or By-laws, the provisions of the Association rules shall be superseded by the provisions of this Declaration, the Articles or the by-laws to the extent of any such inconsistency. $.7.1.5 Emer~ency. The Association or any person authorized by the Association may enter upon any lot in the event of any emergency involving illness or potential danger to life or property or when necessary in connection with any maintenance or construction for which it is responsible. Such entry shall be made with as little inconvenience to the owners as practicable and any damage caused thereby shall be repaired by the Association. 8.7.1.6 Licenses, Easements and Rights-of-Way. The power to grant and convey to any third party such licenses, easements and rights-of-way in, on or under the common area as may be necessary or appropriate for the orderly maintenance preservation of the health., safety convenience and welfare of the owners, for the purpose of constructing, erecting, operating or maintaining: a. Underground lines, cables, wires, conduits and other devices for the transmission of electricity for lighting, heating, power, telephone and other purposes; b. Public sewer, storm drains, water drains and pipes, water systems, sprinkling systems, water, heating and gas lines or pipes; and c. Any similar public or quasi-public improvements or facilities. The right to grant such licenses, easements and rights-of-way are hereby expressly reserved to the association. $.7.1.7 Duties of the Association. In addition to the power delegated to it by the Articles, without limiting the generality thereof, the Association or its agent, if any, shall have the obligation to conduct all business affairs of common interest to all owners, and to perform each of the following duties: a. Operation and Maintenance of Common Area. Operate, maintain and otherwise manager or provide for the operation, maintenance and management of the common area including the ,~ repair and replacement of property damaged or destroyed by casualty loss and all other property acquired b;T the Asso~ation b. Taxes and Rssessments. Pay all real and personal propert<,~ taxes and assessments separat~~y le~ried against the common area owned and managed b;~ the AssocZati©n or aga:nst the Association and/or any property owned by the Association. Such taxes and assessments may be contested or compromised by the Association; provided, however, that they are paid or a bond insuring payment is posted prior to the sale or disposition of any property to sa+~sfy the payment of such taxes. ?n addition, the Association shaIl pay all other taxes, federal, state or local, including income or corporate taxes levied against the Association in the event that the Association is denied the status of a ta~c exempt corporation. c. dater and O*.~ler [Itilities. Acquire, pro~~de and; or pay for water, sewPr~ g~bage disposal, refuse and :~abbish collection, electrical, telephone and gas and other necessary ser~.~ices for the common area and other property owned or managed by it. d. laasuranse. Obtain from reputable insurance companies authorized to do business in the State of Idaho and maintain in effect the fo»owing polies of insurance: 1. Comprehensive public liabilit;~ insurance insuring the Board, the Asso~ation the Declarant and the individual owners and agents and employees of each of the foregoing against any liability incident to the ownership and/or use of the common area or other propert<,~ owned or managed by it. Limits of liability of such coverage shall be as follows: Not less than Five Hundred Thousand Dollars ($500,000.00) per person and Five Hundred Thousand Dollars ($ 500,000.00) per occurrence with respect to personal injury or death, and property damage. 2. S~wch other insurance including ~lor_~nen's Compensation insurance to the e,Ytent necessary to comply with aL applicable laws and indemnity, faithful performance, fidelity and other bonds as the Board shall deem necessary or required to carry out the Association functions or to insure the Association against any loss from malfeasance or dishonest; of any employee or other person charged with the management or possession of any Association funds or other propert,. 3. The Association shall be deemed trustee of the interest of all members of the Association in any insurance proceeds paid to it under such policies, and shat ha~7P fl.:L power to recPlVe then interests m such proceeds and to deal therewith, 4. L*:surance premiums for the above insurance coverage shall be deemed a common expense to be included in the annual assessments levied by the Association. S. Notwithstanding any other pro~~isions herein, the Asso~at;on shall continuously maintain in effect such casualty, flood and liability insurance and a fidelity bond meeting the insurance and fideLtZ~ bond requirements of PUD projects established by the U.S. Department of Housing and Urban Development. e. Mule Marina. Make, establish, promulgate, amend and repeal the Associa*~en rules. f. o~claiteetearal Committtee. Appoint and remove mP. mbeTS of the Committee, all &ul2~ert to t~e promsions of the Declaration. g. Drainage Systems. Operate, maintain, repair and replace the landscaped berm; including the sprinkler system installed thereon. h. ;Q ts-of-ylTay Maintenance. Maintain, repair and replace all irrigation lines or channels located in or serving the common area, and to pay aL maintenance and cons~ac*~on fees of the irrigation district with respect to the property; which amounts shall be assessed against each lot as pro~nded herein • g,g ~1ina o€ Funds ~~ $.5.1 Accounts. The Association shall establish the necessary funds or accounts to provide properly for the operation and maintenance of the Association.. Overall superintendence of thPCP fords shy be the responsibility of the treasurer of the Association. All accounts VlTith banks or other depositories shalt require the signature of two (2) officers on checks or other withdrawals. $.9 Amendments These by maws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors or by the memvers at any regular or SpeQal meeting. lug amendment Gf these bj%-1a'vv$ iS subject to the limitations set forth in the Declaration. $.1Q Tnrleii2nifiCati~Dn To the full extent permitted by applicable la`v, each member of the Board, each member of an Association committee, each officer and the Deoiarant who filed the Declaration shall be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in connection with any proceedings to which he may be a party, or in vviich he may become involved, by reason of holding or having held such position, or any settlement thereof, whether or not he or she holds such position at the. time such expenses or iia'uiiities are incurred, except to the. extent such expenses and liabilities are covered by insurance and except ixi such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his or her duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association; and further provided that tnis right of indemnification shall be inapplicable to the extent necessary, ii at all, for the Association to obtain any insurance required by the Declarat=on. ARTICLE IX: COVENANT FOR MAINTENANCE ASSESSMENTS 9.1 Creation of the Lien and Personal ObliQat:on of Assessments. For each lot owned within the Properties, each owner (subject to the provision in paragraph 9.4? by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: A. Set-up fee to be collected at close of lot in an amount equal to one year's regular assessment -One Hundred Fift<; and no/140 dollars ($150.00). B. Aniaual regular assessments or charges, and C. Special assessments for capital improvements; such assessments to be established and collected as hereinafter provided. D. Limited assessments as hereinafter provided. The set-up fee, annual, spe~al and limited assessments, together with interest aS aLowed by the by-laws or Idaho law, whichever is greater, costs and reasonable attorneys' fees, shall be a charge on the land and shat be a continuing i~en upon the property against which each such assessment is made. Each such assessment, together with interest, costs and reasonable attorneys' fees incurred in a coLection effort whe*.her or not suit has been filed, shat also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessment shat net pass to his successors in title unless expressly assumed by them. A. Purpose of 4ssessments. The rebalar assessments leaned by the Association shy be used exclusively to promote the recreation, health; safety and welfare of the residents in the properties and for the improv..ment and maintenance of the common .area, and to pay the annual assessments of the irrigation district and other firarrial obligations. B. Special Assessments for Capital Improvements. In addition to the annual regular assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, recons~.zction, repair or replacement of a capital improvement upon the common area; including fixtures and personal property related thereto, provided that any such assessment shat have the assent of h~To-rhirds (?; 3) of the qualified voters, either in person or by proxy at a meeting duly called for this purpose. C. Limited Assessments. The limited assessments may be levied against any owner in an amQUnt equal to the costs and expenses incurred by the Asso~ation, including legal fees for corrective act;oll necessitated b;' Such owner, including, ~n~ith0'at limitation, costs and expenses incurred for the repair and replacement of the common area or other property' owned or maintained by the Association, damaged by negligent or willful acts of an owner or occupant of a lot svho is occupying the lot tenth the consent of such owner or for maintenance of landscaping performed by the Association ~Thich has not been pe_*formed by owner as pro~~ded herein. 9.2 Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first lot to an owner, the maximum annual regular assessment shy be One Hundred Fifty and r'o/100 Dollars ($150.00) per lot, to be bzled and paid semi-annually. A. From and after January 1 of the year immediately following the conveyance of the first lot to an owner; the maximum annual assessment may be increased each year not more than ten percent (JOSS) above the maximum assessment for the previous year without a vote of the membership of the Association as provided below. B. From and after January 1 of the ye2.r immediately following the conveyance of *he fLrst lot to an owner, the maximum annual assessment may be increased above ten percent (1095) by a vote of three-fourths (3/4) of the owners who are Voting in person or by proxy, at a meeting duly called for this purpose. C. The Board of Directors may fix the annual assessment at an amount not in excess of the maximum. Q.3 Notice and Quoreaan for any Action ?utiaorized Linder Sectioaas 9.1 and 9.2. Written notice of any meeting called for the purpose of taking any action authorized under Sections 9.1 and 9? shall be sent to all members not less than thirty (30} dayjs nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifry-one percent (51%} of the votes shall constitute a quorum. If r_he required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more rhan sixty (60) days following the preceding meeting. 9.4 Uniforan hate of Assessaneart. Both amaual and spee<al assessments mast be faxed at a uniform rate for all lots and may be collected on asemi-annual basis; pro~rided, howe~'er, that during the time there is a Class B member, such Class B member's obligation shall be limited to the difference between the amount of regular and Special assessments le~.~ied against all lots not owned by Declarant and the amount of the Association's acfiual expenses rather than those sums otherwise due b;T Class A members established ixl 9.1 and/or 9.2 above. 9.5 Date of Commencement of Annual Assessments-Due Dates. The annual regular assessments provided for herein shall commence as to all lots on January 1, 1998. The Board of Directors shall fi.~r the amount of the annual assessment against each lot a± least th..i_rt;' (30) da;'s 1n advance of each annual assessment period. Written Notice of the annual assessment shat be sent to every owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a ~, certificate signed by an officer of the Association setting forth whether the assessments on a specified lot have been paid. A properly executed certificate of the Association as to the status of assessments on a lot is binding upon the Association as of the date of its issuance. 9.6 Effect of Nonpayment of Assessments -Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of six percent (696) per annum. The Association may bring an action at law against the owner personally obligated to pay the same, or foreclose the lien against the property. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the common area or abandonment of his lot. 9.7 Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payment which became due prior to such sale or transfer. No sale or transfer shall relieve such lot from liability for any assessments thereafter becoming due or from the lien thereof. 9.8 Effect of Nonpayment as Against Mortgagees. No mortgagee shall be required to collect an assessment, and the failure of a lot owner to pay assessments shall not by itself cause a default under an insured (HUD/VA) mortgage. ARTICLE X: IDENTIFICATION AND USE OF COMMON AREA - 10.1 Common Area. The common area granted to the Autumn Faire Subdivision Homeowner's Association, Inc., an Idaho Corporation is: This common area shall be conveyed to the Association free and clear of all liens and title encumbrances (other than easements, taxes, and common restrictions). 10.2 Use. Every lot owner shall be entitled to a right and easement of egjoyment to the common area, and the title to the common area shall be considered appurtenant to the lot owner's title. 10.3 Mortgage of Common Area. The Common area cannot be mortgaged or conveyed to anyone without the consent of at least two-thirds (2/3) of the lot owners (excluding the Declarant). 10.4 Liability to Lot Owners. No individual lot owner shall have liability for damage to the common area or liability for injury to another arising out of someone's use of the common area, merely by virtue of being a lot owner. ARTICLE XI: MISCEI~ANEOUS 11.1 Term The easements created hereunder shall be perpetual, subject only to extinguishment by the holders of such easements as provided by law. The covenants, conditions, restrictions and equitable servitudes of this Declaration shall run for a term of twenty (20) years from the date this Declaration is recorded, unless amended as herein provided. Thereafter, such covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years each unless amended or extinguished by a written instrument executed by Owners holding at least three-fourths (3/4) of the ownership of the Subdivision, and such written instrument is recorded with the Ada County Recorder. 11.2 Amendment 11.2.1 ~ Grantor. Until the recordation of the first deed to a building Lot in the Property, the provisions of this Declaration may be amended, modified, clarified, supplemented, added to (collectively, "amendment") or terminated by Grantor by recordation of written instrument setting forth such amendment or termination. Any amendment affecting only a particular Tract may be made by Grantor ~~ • by an Amendment to this Declaration at any time up to the recordation of the first deed to a Building Lot in such Tract. 11.3 Notices. Any notices permitted or required to be delivered as provided herein shall be in writing and may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered seventy-two (72) hours after the same has been deposited in the United States mail, postage prepaid, addressed to any person at the address given by such person to the Grantor for the purpose of service of such notice, or to the residence of such person if no address has been given to the Grantor. Such address may be changed from time to time by notice in writing to the Grantor, as provided in this paragraph. 11.4 Enforcement and Non Waiver 11.4.1 Right of Enforcement. Except as otherwise provided herein, any Owner of any Building Lot shall have the right to enforce any or all of the provisions hereof against any property within the Property and Owners thereof. 11.4.2 Violations and Nuisances. The failure of any owner of a Building lot to comply with any provision hereof, is hereby declared a nuisance and will give rise to a cause of action in the Grantor, or any owner of a Building Lot(s) within the Property for recovery of damages or for negative or affirmative injunctive relief or both. However, any other provision to the contrary notwithstanding, only Grantor, may enforce by self-help any of the provisions hereof only in such self-help is preceded by reasonable notice to the Owner. 11.4.3 Violation of Law: Any violation of any state, municipal or local law, ordinance or regulation 4 pertaining to the ownership, occupation or use of any property within the Property is hereby declared to be a violation of this Declaration and subject to any or all of the enforcement procedures set forth in this Declaration any or all enforcement procedures in law and equity. 11.4.4 Remedies Cumulative. Each remedy provided herein is cumulative and not exclusive. 11.4.5 Non Waiver. The failure to enforce any of the provisions herein at any time shall not constitute a waiver of the right to enforce any such provision. 11.5 Interpretation. The provisions of this Declaration shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of the Property. This Declaration shall be construed and governed under the laws of the State of Idaho. 11.5.1 Restrictions Constiued Together. All of the provisions hereof shall be liberally construed together to promote and effectuate the fundamental concepts of the development of the Property as set forth in the recitals of this Declaration. 11.5.2 Restrictions Severable. Notwithstanding the provisions of the foregoing paragraph, each of the provisions of this Declaration shall be deemed independent and severable, and the invalidity or partial invalidity of any provision or portion thereof shall not affect the validity or enforceability of any other provision herein. 11.5.3 $in~ular Includes P1uraL Unless the context requires a contrary construction, the singular shall include the plural and the plural the singular, and the masculine, feminine or neuter shall each include the masculine, feminine and neuter. 11.5.4 Captions. All captions and titles used in this Declaration are intended solely for convenience of reference and shall not affect that which is set forth in any of the provisions hereof. ` 11.6 Successors and Assigns. All references herein to Grantor, Owners, or person shall be construed to include all successors, assigns, partners and authorized agents of such Grantor, Owners, or person. BY-LAWS OF AUTUMN FAIRE SUBDIVLSION HOMEOWNER'S ASSOCIATION, INC. The following are by-laws for Autumn Faire Subdivision, Homeowner's Association, Inc. anon-profit Idaho Corporation. Each owner of a Residential Lot automatically, by virtue of such ownership, becomes a member of the association. All present and future owners, mortgagees and other enciunbrances, lessees, tenants and occupants of the Residential Lots are subject to these by-laws, the Declaration of Covenants, Conditions and Restrictions of the Autumn Faire Subdivision ("Declaration), and the rules and regulations adopted by the Board of Directors of the Association. In the event of any conflict between the Declaration and these by-laws, the Declaration shall be controlling. Words and phrases that are defined in the Declaration shall have the same meaning in these by-laws. Residential Lot shall mean all lots of the Subdivision. Until the Transition date, Declarant Gemstar Properties, LLC, shall have the full power and authority to exercise all of the rights, duties and functions of the Board of Directors and the Officers of the Association. All references herein to the Board shall apply with equal force and effect to the Declarant Gemstar Properties, LLC, or the Association's Board of Directors, whichever has the responsibility for administering the Association. The transition date shall be the date upon which the authority and responsibility to manage the Association passes to the Association. The transition shall be either (1) the date designated by Declarant in a written notice to the owners, which day may, at Dedarant's election be any date after the Declaration has been recorded; (2) the date after which the Declarant has transferred title to purchasers of 30 residential lots within the subdivision; or (3) the fifth anniversary of recording the Declaration; whichever of the foregoing first occurs. ARTICLE 1: MEMBERSHIP; REGLSTER; VOTING Section 1.1 Membershiu. The owners of the Residential Lots in the Subdivision shall constitute the Association. Owners of a Residential Lot as joint tenants in common, community property, or other ownership involving more than one owner, shall be joint members of the Association, but the vote of the Residential Lot shall be cast as a single vote. Section 1.2 Persons Under Disability. Minors and persons declared legally incompetent shall be eligible for membership in the Association, if otherwise qualified, but shall not be permitted to vote except through a legally appointed, qualified and acting guardian of their estate voting on their behalf, or, in the case of a minor with no guardian of his estate, through a parent having custody of the minor. ARTICLE 2: MEETING OF MEbIBERS Section 2.1 Place. Meetings of the members of the Association shall be held at such suitable place as maybe convenient to the membership and designated from time to time by the Board. Section 2.2 Annual Meetings. The annual meeting of the Association shall be held in the first quarter of each year, on a date fixed by the Board. At such annual meeting there shall be a financial report, if applicable, the owners shall elect members to the Board or fill vacancies therein, and such other business as shall come before the meeting maybe transacted. - Section 2.3 Special Meetings. It shall be the duty of the president to call a special meeting of the . Association as directed by resolution of the Board or upon the written request of a majority of the Board or upon the written request of owners having one-third (1/3) of the total voting power of the Association. A meeting called at the request of the members shall be held at such time as the president may fix, which time shall not be less than fifteen (15) nor more than thirty (30) days after the receipt of the written request therefore. Section 2.4 Notice of Meetings. It shall be the duty of the secretary to give notice of each annual and special meeting, stating the purpose thereof and the time and place where it is to be held, to each member of the Association and to each mortgagee that has requested notice. Notice shall be given at least thirty (30) days before annual meetings and at least ten (10) days before special meetings. Before any meeting of the Association, any member may, in writing, waive notice of such meeting. Attendance by a member at a meeting of the Association shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. Section 2.5 uorum. The presence in person or by proxy of members of the Association or voting representatives holding twenty-five percent (25%) of the total Residential Lots shall constitute a quorum for the transaction of business at any meeting of members of the Association. Section 2.6 Proxies. Any Residential Lot owner or voting representative may vote by proxy. Proxies shall be in writing, signed by the owner, or voting representative and filed with the Board. Proxies may be revoked at any time by written notice to the Board. Any designation of proxy may be signed by all owners of a Residential Lot; but when husband and wife are owners, the, proxy needs to be signed by only one spouse unless the other spouse notified the Board not to accept the proxy. Section 2.7 Majority Vote. Except as otherwise provided by statute, by the Declaration, or by these by-laws, passage of any matter submitted to vote at a meeting where a quorum is in attendance shall require the affirmative vote of at least fifty-one percent (51%) of the owners of the Residential Lots. Section 2.8 Order of Business. The order of business at meetings of the Association shall be as follows unless dispensed with on motion: (a) Roll call; (b) Proof of notice of meeting or waiver of notice; (c) Minutes of preceding meeting; (d) Reports of officers; (e) Reports of committees; (f) IIection of directors (annual meeting or special meeting called for such purpose); (g) Unfinished business; (h) New business; (i) Adjournment. Section 2.9 Parliamentary Authority. In the event of dispute, the parliamentary authority for the meetings shall be the most current available edition of Robert's Rules o f Order. ARTICLE 3: BOARD OF DIRECTORS Section 3.1 Number of Qualifications. The affairs of the Association shall be governed by a Board of three (3) directors, who shall be elected by ballot from the members of the Association. The members of the Association at any annual meeting may change the number of directors retroactively by amending this By- law provision, but shall not reduce the number below three (3) or in such a manner to deny an incumbent director (unless removed for cause) a full term of office. Section 3.2 Powers and Duties. The Board shall have the powers and duties provided for in the Idaho Non-Profit Corporation Act and in the Declaration, and all other power necessary for the administration of the affairs of the Association, and may do all such acts and things as are not prohibited by statute or by the Declaration required to be done in another manner. Section 3.3 Election and Term of Office. The initial directors named in the Article shall serve until the first day of the calendar month following the date of adjournment of the first annual meeting. Thereafter, the term of office for directors shall begin on the first day of ,the calendar month following the date of adjournment of the annual meeting at which they are elected. The normal term of office for directors will be for three (3) years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting, one-third (1/3) of the number of directors (or the whole number nearest to one-third) shall be elected for one (1) year, the same number shall be elected for two (2} years, and the remainder shall be elected for three (3) years. Section 3.4 Vacancies. Vacancies on the Board caused by reasons other than the removal of a director by a vote of the Association shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum. Each person so selected shall be a director until a successor is elected at the next annual meeting of the Association to serve the balance of the unexpired term. Section 3.5 Removal of Directors. At any regular or special meeting after the Transition Date, any one or more of the directors may be removed with or without cause by the owners of a majority of the Residential Lots and a successor may then and there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting. Section 3.6 Compensation. No compensation shall be paid to directors for their services as directors. Section 3.7 Regular Meetines. Regular meetings of the Board maybe held at such time and place as shall be detP~ined from time to time by a majority of the directors. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone or telegraph, at least three (3) days before the day fixed for the meeting. Section 3.8 Special Meetings. Special meetings of the Board maybe 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 and purpose of the meeting. Special meetings of the board shall be called by either the president or the secretary in like manner and on like notice on the written request of any two (2) directors. Section 3.9 Waiver of Notice. Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the board shall be a waiver by him or timely and adequate notice unless he expressly challenges the notice when the meeting begins. Section 3.10 uorum At all meetings of the Board, 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. Section 3.11 Owen Meeting. Any Residential Lot owner or voting representative may attend any meeting of the Board, but shall not be entitled to participate. ARTICLE 4: OFFICERS Section 4.1 Designation. The principal officers of the Association shall be a president, a vice president, a secretary and a treasurer, all of whom shall be elected by the Board. The directors may appoint such other officers as in their judgment may be necessary or desirable. Two or more offices may be held by the same person, except that a person may not hold offices of president and secretary simultaneously. Section 4.2 Election of Officers. The officers of the Association shall be elected annually by the board at the first Board meeting after the annual meeting of the Association. They shall hold office at the pleasure of the Board. Section 4.3 Removal of Officers. At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause. A successor to the removed. officer may be elected at any such meeting. Section 4.4 President. The president shall be the chief executive .officer of the Association. He shall, when present, preside at all meetings of the Association and of the Board and shall have all powers and duties usually vested in the office of the president. Section 4.5 Vice -President. The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as may be prescribed by the Board. • • Section 4.6 Secretary. The secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He shall also perform such other duties as may be prescribed by the _ Board. Section 4.7 'Measurer. The treasurer shall have responsibility for the Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. Section 4.8 Other Officers and Employees. Other officers of the Association and any persons employed to assist the officers shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration and these By-laws. Section 4.9 Compensation. No compensation shall be paid to officers for their services as officers. Section 4.10 Declarant's Powers. In accordance with the Declaration, the Declarant or Declarant's agent may exercise the powers of the officers until the Transition Date. ARTICLE 5: COMNIITTEES Section 5.1 Committees of Directors. The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed entirely of Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the board of its ultimate responsibility for the administration and management of the Association. ARTICLE 6: ASSESSME11iTS Section 6.1 Assessments. The Board shall have the authority to levy assessments, regular and special, in accordance with the Declaration. ARTICLE 7: HANDLING OF FUNDS Section 7.1 Accounts. The Association shall establish the necessary funds or accounts to provide properly for the operation and maintenance of the Association. Overall superintendence of these funds shall be the responsibility of the treasurer of the Association. All accounts with banks or other depositories shall require the signature of two (2) officers on checks or other withdrawals. ARTICLE 8: AMENDMENTS These By-laws may be altered, amended or repealed and new By-laws may be adopted by the Board of Directors or by the members at any regular or special meeting. The amendment of these By-laws is subject to the limitations set forth in the Declaration. ARTICLE 9: Il~iDEMNIFICATION To the full extent permitted by applicable law, each member of the Board, each member of an Association committee, each officer and the Declarant who filed the Declaration shall be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in connection with any proceedings to which he may be a party, or in which he may become involved, by reason of holding or having held such position, or any settlement thereof, whether or not he or she holds such position at the time such expenses or liabilities are incurred, except to the extent such e<~cpenses and liabilities are covered by insurance and except in such cases wherein such person is adjudged guilty of willful misfeasance in the performance of his or her duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being for the best interest of the Association; and further provided that this right of indemnification shall be inapplicable to the extent necessary, if at all, for the Association to obtain any insurance required by the Declaration. d The foregoing By-laws shall be effective the _________ day of _____________________, 20_____. Gemster Properties, LLC Lloyd Glasgow, Member IN WITNESS WHEREOF, the party hereto has hereunto caused its name to be subscribed this ______ day of --------------------------------~ 20------~ Gemstar Properties a limited libilitiy company by Lloyd Glasgow, Member STATE OF IDAHO ) )ss County of Canyon ) On this _____ day of ____________________________, 20______ before me, the undersigned, a Notary Public in and for said State, personally appeared Lloyd Glasgow, known to me to be the Manager of Gemstar Properties, a limited liability company, the limited liability company whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for and on behalf of such limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public for Idaho ' Residing at ,Idaho f Commission Expires: