Covenants

DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS,
RESERVATIONS AND RESTRICTIONS
FOR AUBURN LAKES RESIDENTIAL DISTRICT
DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS,
RESERVATIONS AND RESTRICTIONS
FOR AUBURN LAKES RESIDENTIAL DISTRICT

ARTICLE I -Definitions

Section 1
Section 2
Section 3
Section 4
Section 5
Section 6
Section 7
Section 8
Section 9
Section 10

Section 11
Section 12
Section 13
Section 14
Section 15
Section 16
Section 17
Section 18
Section 19
Section 20
Section 21
Section 22
Section 23
Section 24
Section 25
Section 26
Section 27
Section 28
Section 29
Section 30
Section 31
Section 32
Section 33
Section 34
Section 35

TABLE OF CONTENTS

Annexation Agreement .
Area of Common Responsibility .
Articles of Incorporation .
Assessment .
Board of Directors .
Bylaws .
Class B Control Period .
Common Area .
Common Expenses .
Community Architectural Review
Committee .
Community Association .
Community Declarant .
Community Declaration .
Community Development District .
Development Approvals .
Development Order .
District .
District Association .
District Declarant .
District Declaration .
District Drainage System .
District Property .
Master Drainage System .
Mortgage .
Mortgagee .
Owner .
Person .
Plat .
Regular Assessment .
. Special Assessment .
Supplemental Declaration .
Unit .
Unplatted Parcel .
Voting Member .
Defined Terms in Community
Declaration .
II -Property Rights

Section 1 Rights of Owners . 7
Section 2 Leasing . 8
Section 3 Time-Share Prohibition . 8
Section 4 Board of Director’s Rights . 9
Section 5 Withdrawal . 9
Section 6 Amendment . 9

III -District Association

Section 1 Objects, Purposes and Function . 9
Section 2 Duties and Powers . 10
Section 3 Membership . 10

Section 4
Section 5
Section 6
Section 7

IV -Maintenance

Section 1

Section 2
Section 3
Section 4

Transfer of Membership . 10
Voting Rights . 10
Cumulative Voting . 11
District . 11
District Association’s
Responsibility . 11
Owner’s Responsibility . 12
Community Association . 13
Determination of District Standard. 13

V -Use Restrictions

Section 1
Section 2
Section 3
Section 4
Section 5
Section 6
Section 7
Section 8
Section 9
Section 10
Section 11

Section 12
Section 13

Section 14
Section 15

Section 16
Section 17
Section 18
Section 19

Water and Sewage Facilities……. 15
Landscaping………………….. 15
Vehicles and Repair…………… 15
Storage……………………… 15
Wells……………………….. 15
Signs…. ……………………. 15
Parking and Garages…………… 16
Animals and Pets… .. . .. .. . 16
Nuisance…………………….. 17
Antennas; Satellite Dishes. . . . . . . . 17
Clotheslines, Garbage Cans and

Tanks, and External Equipment .. , . 18
SwimmingPools……………….. 18
Tents, Trailers and Temporary

Structures…………………. 18
Drainage…………………….. 18
Lakes, Ponds, Retention and Other

WaterAreas………………… 18
Walls, Fences and Mailboxes……. 20
Residential Dwelling Size…….. 20
Motorized Vehicles….. 20
Cable Television System…… 20
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Section 20 Community-Wide Standard……….. 20
Section 21 Development Order…………….. 21
Section 22 Occupants Bound………………. 21
Section 23 Subdivision of Portion of the
District Property…………… 21
Section 24 Garage Sales …………………. 21
Section 25 Artificial Vegetation…………. 22
Section 26 Casualty Destruction to
Improvements ……………….. 22
Section 27 Decorations………………….. 22
Section 28 Hurricane Shutters ……………. 22
Section 29 Substances…………………… 22
Section 30 Visibility on Corners …………. 22
Section 31 Wetlands Areas ……………….. 22
Section 32 Window Treatments…………….. 23
Section 33 Landscaping on Common Area…….. 23
Section 34 Disputes as to Use ……………. 23
Section 35 Enforcement ………………….. 23
ARTICLE VI -Annexation of Additional Property

Section 1 Annexation . 24
Section 2 Residential District . 24
Section 3 Amendment . 25

ARTICLE VII -Assessments

Section 1 Creation of Assessments……….. 25
Section 2 Adoption of Budget……………. 27
Section 3 Special Assessments…………… 28
Section 4 Lien for Assessments………….. 29
Section 5 Date of Commencement of
Assessments………………… 30
Section 6 Subordination of the Lien to
First Mortgages. 30
Section 7 Exempt Property………………. 31
Section 8 Billing of Assessments by the
Community Association. 31
Section 9 Working Capital Contribution….. 32

ARTICLE VIII -General Provisions

Section 1 Term………………………… 32
Section 2 Easements for Utilities and Other
Services…………………… 32
Section 3 Future Easements… .. .. …. .. . . . .. 33
Section 4 Enforcement………………….. 33
Section 5 Indemnification………………. 34
Section 6 Litigation. . . . .. . . . . 34
Section 7 Cumulative Effect; Conflict……. 35
Section 8 Severability……….. 35
Section 9 Easements of Encroachment……… 35
Section 10 Development and Construction by
District Declarant………. ….

Section 11 Construction Activity by District
Declarant. …………… …….

36
Section 12 Community Association Empowered to
Enforce District Declaration….

36

section 13 Wildlife, Wetland Programs and
Other Components of Development
Order………………………. 36

Section 14 ARC Approval……. 37
ARTICLE IX -Declarant’s Rights

Section 1 Assignment of Rights . 37
Section 2 Development Activities . 37
Section 3 Approval of Additional Covenants

and Plats of the District
Property . 38
Section 4 Amendment . 38

ARTICLE X -Amendment………………………………. 38
EXHIBITS

EXHIBIT A -District Property

EXHIBIT B -Articles of Incorporation

EXHIBIT C -Bylaws

DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS,
RESERVATIONS AND RESTRICTIONS
FOR AUBURN LAKES RESIDENTIAL DISTRICT
THIS DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS,
RESERVATIONS AND RESTRICTIONS FOR AUBURN LAKES RESIDENTIAL
DISTRICT (hereinafter referred to as this “District Declaration”)
is made this day of , 2002 by THE VIERA
COMPANY, a Florida corporation (hereinafter referred to as
“District Declarant”) .

WIT NE SSE TH:

WHEREAS, District Declarant is the owner that certain
real property located in Brevard County, Florida, being all of
the property described in Exhibit “A”, attached hereto and made a
part hereof (hereinafter referred to as the “District Property”);

WHEREAS, the District Property is a portion of the
Properties as that term is defined in that certain First
Amendment to and Restatement of Declaration of Covenants,
Conditions, Easements, Reservations and Restrictions for Viera
East Community (formerly referred to as Viera Southeast
Community) recorded in Official Records Book 3225, Page 4071,
Public Records of Brevard County, Florida, as supplemented,
restated and amended from time to time (hereinafter referred to
as the “Community Declaration”);

WHEREAS, the Community Declaration anticipates the
formation of various Districts (as defined in the Community
Declaration) within the Properties as separately denominated
residential, commercial, industrial, office, governmental,
educational, institutional or other use areas subject to the
Community Declaration as provided therein;

WHEREAS, District Declarant desires to designate the
District Property as a separately denominated residential
District subject to the Community Declaration as provided
therein;

WHEREAS, The Viera Company (f/k/a Duda Lands, Inc.), a
Florida corporation, as Declarant under the Community Declaration

(hereinafter referred to as “Community Declarant”), desires to

consent to the imposition of this District Declaration upon the

District Property as required under the terms of the Community

Declaration; and

WHEREAS, District Declarant intends to impose on the
District Property mutually beneficial restrictions under a
general plan of improvement.
NOW, THEREFORE, District Declarant hereby declares that
the above recitals are true and correct, and that the District
Property, and any additional property as is hereinafter subjected
to this District Declaration in accordance with its terms, shall
be held, sold and conveyed subject to the following covenants,
conditions, easements, reservations and restrictions, which are
for the purpose of protecting the value and desirability of, and
which shall run with, the real property subjected to this District
Declaration and which shall be binding on all parties
having any right, title or interest in the real property subjected
to this District Declaration or any part thereof, their
heirs, successors, successors in title and assigns.

ARTICLE I
Definitions
Section 1. “Annexation Agreement” shall mean an
amendment or supplement to this District Declaration which
subjects additional property to this District Declaration in
accordance with the terms of this District Declaration.

Section 2. “Area of Common Responsibility” shall mean
and refer to the Common Area, together with those areas, if any,
which by the terms of this District Declaration or by contract or
agreement become the responsibility of the District Association
to maintain, administer or operate.

Section 3. “Articles of Incorporation” shall mean and
refer to the Articles of Incorporation of the District
Association attached hereto as Exhibit “B” and incorporated
herein by reference, which have been filed or which simultaneously
herewith are being filed with the Secretary of State of the
State of Florida, as same may be amended from time to time.

Section 4. “Assessment” shall be an inclusive term
referring to both Regular Assessments and Special Assessments.

Section 5. “Board of Directors” shall mean and refer
to the Board of Directors of the District Association.
Section 6. “Bylaws” shall mean and refer to the Bylaws
of the District Association attached hereto as Exhibit “c” and
incorporated herein by reference, which have been adopted or
which simultaneously herewith will be adopted, as amended from
time to time.

Section 7. “Class B Control Period” shall mean and
refer to the period beginning upon the filing of the Articles of
Incorporation of the District Association and continuing until
the first to occur of the following:
1

-2-1111111111111111111111111111111111111111111111111111111111111I111111111 1111111

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(a) when seventy-five percent (75%) of the Units
permitted by the Development Order and other Development
Approvals for the District Property and the property which is
subject to annexation under the provisions of this Declaration,
have certificates of occupancy issued thereon and have been
conveyed to Persons other than the District Declarant and Owners
holding title solely for the purpose of development and sale;
(b) December 31, 2012; or
(c) when, in its discretion, the District Declarant so
determines.
Section 8. “Common Area” shall mean and refer to all
real and personal property and easements and other interests
therein, together with the facilities and improvements located
thereon, if any, which the District Association now or hereafter
owns or otherwise holds for the common use and enjoyment of all
Owners, including without limitation, a pool club and related
improvements. The District Association mayor may not own any
Common Area in fee simple; provided however, before the U.S.
Department of Housing and Urban Development insures the first
mortgage on a Unit in the District Property, District Declarant

(or Community Declarant) shall convey the Common Area, if any, to
the District Association in fee simple released from any
encumbrance securing the repayment of monetary obligations
incurred by District Declarant (or Community Declarant), and from
all other encumbrances then of record, but subject however to all
other matters of record, including without limitation easements,
the District Declaration, the Community Declaration, the
Community Development District and ad valorem real property taxes
for the year of conveyance. The Common Area shall not be
mortgaged or conveyed (except to the District Association)
without the consent of at least two-thirds of the Owners,
excluding the District Declarant. The District Association shall
accept title to any real estate or personal property offered to
the District Association by District Declarant or Community
Declarant. If ingress or egress to any Unit is through the
Common Area, any conveyance or encumbrance of such Common Area
shall be subject to the Unit Owner’s easement for ingress and
egress.

Section 9. “Common Expenses” shall mean and include
the actual and estimated expenses incurred by the District
Association for the maintenance, repair and operation of the Area
of Common Responsibility or for the general benefit of all Owners
or for the benefit of Owners within a specific phase or portion
of the District Property, including, without limitation, salaries
and benefits of employees, management fees and costs,
administrative expenses of operating the District Association and
reasonable reserves for the maintenance, repair and replacement
of replaceable assets or for such other purposes as the Board of
Directors may determine, all as may be found to be necessary and
appropriate by the District Association pursuant to this District
Declaration, the Bylaws and the Articles of Incorporation. In

the event the Community Association determines the District
Association has failed to perform its responsibilities under the
District Declaration, then the expense of those responsibilities
of the District Association performed by the Community
Association shall be deemed Common Expenses. The Common Expenses

shall also include, if the Community Association so elects, any
amounts that are assessed by the Community Association pursuant
to the Community Declaration.

Section 10. “Community Architectural Review Committee”
or “ARC” shall mean and refer to the Community Architectural
Review Committee established pursuant to the Community
Declaration.

Section 11. “Community Association” shall mean and
refer to Viera East Community Association, Inc., a Florida notfor-
profit corporation, its successors or assigns.

Section 12. “Community Declarant” shall mean and refer
to The Viera Company, a Florida corporation, or its successors,
successors in title or assigns who are designated as the
Community Declarant under the terms and provisions of the
Community Declaration.

Section 13. “Community Declaration” shall mean and
refer to that certain First Amendment to and Restatement of
Declaration of Covenants, Conditions, Easements, Reservations and
Restrictions for Viera East Community (formerly referred to as
Viera Southeast Community) recorded in Official Records Book
3225, Page 4071, Public Records of Brevard County, Florida, as
supplemented, restated and amended from time to time.

Section 14. “Community Development District” shall
mean and refer to the Viera East Community Development District,
a local unit of special-purpose government created pursuant to
Chapter 190, Florida Statutes, which Community Development
District may pertain to all or portions of the District Property
and all or portions of the Properties, and which may also pertain
to certain real property not forming a part of the Properties.

Section 15. “Development Approvals” shall mean and
refer to the Development Order and any and all subdivision and
other governmental permits and approvals obtained with respect to
the District Property or any part thereof, and relevant zoning
and comprehensive plan designation for the District Property or
any part thereof.

Section 16, “Development Order” shall mean and refer
to that certain Amended and Restated Development Order contained
in Resolution 99-288 issued by Brevard County, Florida pertaining
to the District Property and other property as set forth therein,
as same may be amended from time to time.

Section 17. “District” shall mean and refer to the
Auburn Lakes Residential District which comprises all or a
portion of Tracts F-4 and F-S of Viera in the records of the
Community Declarant, which shall include the District Property.
District Declarant and Community Declarant pursuant to the terms
of this District Declaration and the Community Declaration have
the right as provided herein and therein, but not the obligation,
to add additional property to the District, which may include,
without limitation, the property described generally in Article
VI, Section 1 of this District Declaration.

Section 18. “District Association” shall mean and
refer to Auburn Lakes Residential District Association, Inc., a
Florida not-for-profit corporation, its successors or assigns,
which has been established or is being simultaneously established
herewith.

Section 19. “District Declarant” shall mean and refer
to The Viera Company, a Florida corporation, or its successors,
successors-in-title or assigns who are designated as the District
Declarant hereunder in a recorded instrument executed by the
immediately preceding District Declarant, provided, however, in
no event shall there be more than one District Declarant for the
District Property at any given time.

Section 20. “District Declaration” shall mean and
refer to this Declaration of Covenants, Conditions, Easements,
Reservations and Restrictions for Auburn Lakes Residential
District, as supplemented and amended from time to time.

Section 21. “District Drainage System” shall mean and
refer to all land, easements, structures and other facilities and
appurtenances which together constitute and comprise the surface
water management and drainage system of the District Property (or
portions thereof) and serve more than one Unit or Unplatted
Parcel as approved by District Declarant.

Section 22. “District Property” shall mean and refer
to the real property described in Exhibit “A”, and such other
real property as from time to time may be sUbjected to the
covenants, conditions and restrictions of the District
Declaration by annexation as more fully set forth in Article VI
hereof.

Section 23. “Master Drainage System” shall mean and
refer to all land, easements, structures and other facilities and
appurtenances which together constitute and comprise the master
surface water management and drainage system of the Properties
(or portions thereof) and adjacent property as reflected on plans
therefor now or hereafter on file with and approved by Brevard
County, Florida and the St. Johns River Water Management
District.

Section 24. “Mortg~”
shall mean and refer to a
mortgage, deed of trust, deed to secure debt, or other form of
security deed.

Section 2S. “Mortgagee” shall mean and refer to a
beneficiary or holder of a Mortgage.

Section 26. “Owner” shall mean and refer to one (I) or
more Persons who hold the record title to any Unit or Unplatted
Parcel which is part of the District Property, including any
builder or building contractor, and the District Declarant, but
excluding in all cases any party holding an interest merely as
security for the performance of an obligation. If a Unit or
Unplatted Parcel is sold under a recorded contract of sale, and
the contract specifically so provides, then the purchaser (rather
than the fee owner) will be deemed the Owner.

Section 27. “Person” shall mean and refer to a natural
person, a corporation, a partnership, an estate, a trust, a
trustee or other legal entity.

Section 28. “Plat” shall mean and refer to the plat of
any portion of the District Property.

Section 29. “Regular Assessment” shall mean and refer
to the Assessments levied against all Units and Unplatted Parcels
in the District Property to fund Common Expenses in accordance
with Section 1 of Article VII of this District Declaration.

Section 30. “Special Assessment” shall mean and refer
to Assessments levied in accordance with Section 3 of Article VII
of this District Declaration.

Section 31. “Supplemental Declaration” shall mean and
refer to an amendment or supplement to this District Declaration.
which imposes expressly or by reference, additional restrictions
and obligations on the land described therein.

Section 32. “Unit” shall mean and refer to a Lot shown
on the Plat, and any structure thereon, intended for development,
use and occupancy as an attached or detached residence for a
single family. Areas on the Plat designated as Tracts shall not
constitute Units. The District Declarant may in its sole
discretion amend this District Declaration for the purpose of
more specifically designating Units in the District without the
necessity of joinder of any other Person to said amendment.
Section 33. “Unplatted Parcel” shall mean a portion of
the District Property which is not platted or submitted to
condominium or cooperative ownership, but intended for development
of more than one Unit, or if platted, is platted into a
lot(s) intended for development of more than one Unit. Once an
Unplatted Parcel or portion thereof is platted into Units or
submitted to condominium or cooperative ownership, the Unplatted
Parcel or portion thereof so platted or submitted shall no longer
be deemed an Unplatted Parcel.

Section 34. “Votin\)” Member” shall mean and refer to
the representative (or such representative’s alternate if he is
unable to attend a meeting of the Community Association) selected
by the District Association to be responsible for casting all
votes of the membership of the Community Association attributable
to Units or Unplatted Parcels in the District for all matters
requiring the vote of membership of the Community Association,
unless otherwise expressly specified in the Community Declaration
or bylaws of the Community Association. The Voting Member of the
District shall be the president of the District Association,
unless a majority of the Board of Directors shall determine to
appoint another representative as the Voting Member for the
District. The alternate Voting Member shall be the secretary of
the District Association, unless a majority of the Board of
Directors shall determine to appoint another representative as
the alternate Voting Member for the District.

Section 35. Defined Terms in Community Declaration.
Capitalized terms not otherwise defined in the District Declaration,
but defined in the Community Declaration, shall have the
meaning set forth in the Community Declaration unless the context
shall otherwise require.

ARTICLE II
Property Rights
1. Rights of Owners. Every Owner shall have a
non-exclusive right and easement of use and enjoyment in and to
the Common Area for the purpose for which it is intended, subject
to this District Declaration as it may be amended from time to
time, any easements reserved therein or granted by District
Declarant or Community Declarant, any terms and conditions of the
Community Declaration as it may be amended from time to time, and
to any restrictions or limitations contained in any plat and in
any deed conveying such property to the District Association or
subjecting such property as Common Area to the District
Declaration. Such non-exclusive right or easement is subject to

(i) the right of the District Association to limit the number of
guests of Owners or Owners who may use the Common Area from time
to time; (ii) the right of the District Association to
promulgate, establish and enforce reasonable rules and
regulations pertaining to the use of the Common Area; and (iii)
the right of the District Association to take such steps as are
reasonably necessary to maintain, preserve and protect the Common
Area. Any Owner may delegate his right of enjoyment in and to

the Common Area to the members of his family, his tenants, guests
or invitees, as applicable, subject to reasonable regulation by
the Board of Directors of the District Association and in
accordance with procedures it may adopt. An Owner of a Unit who
leases his Unit shall not be deemed to have delegated such rights
to the Unit’s lessee, except to the extent provided in the lease.
No Owner may exempt himself from personal liability for or exempt
his Unit or Unplatted Parcel from any Assessments dUly levied by
the District Association, or release the Unit or Unplatted Parcel

owned by the Owner from liens, charges, encumbrances and other
provisions of this District Declaration or the rules and
regulations of the District Association by (a) the voluntary
waiver of the right, privilege and easement for the use and
enjoyment of the Common Area; or (b) the abandonment of his Unit
or Unplatted Parcel.

Section 2. Leasing. An Owner shall be allowed to
lease his Unit or Unplatted Parcel, provided that any such lease
shall require the tenant thereunder to comply with the terms and
conditions of the District Declaration, Bylaws, Articles of
Incorporation, Community Declaration, bylaws and articles of
incorporation of the Community Association, and provided further
that such lease and tenancy is otherwise in compliance with any
rules and regulations promulgated by the District Association or
the Community Association. No lease of a Unit or Unplatted
Parcel shall be for a term of less than six (6) months, and any
such lease shall be in writing and shall be enforceable by the
District Association and the Community Association, whether or
not so stated in its terms. During the term of any lease, Owner
shall not be relieved of any obligations under the terms of the
District Declaration and Community Declaration, and Owner shall
be liable for the actions of his tenants which may be in violation
of the terms and conditions of the District Declaration,
Community Declaration, any rules and regulations thereunder and
any other documents set forth above, notwithstanding the fact
that the tenants are also fully liable for any violation of the
documents and regulations. In the event a tenant, occupant,
guest, invitee or person living with the tenant or occupant
violates the District Declaration, Bylaws, Articles of
Incorporation, the Community Declaration, the bylaws or articles
of incorporation of the Community Association, or the rules and
regulations of the District Association or Community Association,
the District Association or Community Association as appropriate,
shall have the power to bring an action or suit against the
tenant, occupant, guest, invitee and the Owner, or any
combination of the foregoing, to recover sums due for damages or
injunctive relief, or for any other remedy available at law or in
equity.
Section 3. Time-Share Prohibition. No time sharing
plan as the term is defined in Chapter 721, Florida Statutes

(1993), as amended, or any similar plan of fragmented or interval
ownership of Units or Unplatted Parcels shall be permitted on the
District Property, and no attempt to create same by lease or
otherwise shall be allowed.

Section 4. Board of Director’s Ri~hts.
The Board of
Directors, in its sole discretion, by resolution may extend
permission to selected non-owners of any interest in the District
Property, to use portions of the Common Area subject to such
terms and conditions as the Board of Directors may impose.

Section 5. Withdrawal. District Declarant reserves
the right to amend this District Declaration unilaterally at any
time so long as District Declarant owns any land which is subject
to this District Declaration, for the purpose of removing certain
portions of the District Property then owned by District
Declarant, its affiliates or the District Association from the
purview, operation and effect of this District Declaration,
provided, however, two-thirds of the Owners approve such
amendment. For such an amendment to have effect, the Community
Declarant must consent thereto and such amendment setting forth
the withdrawal must be filed in the Public Records of Brevard
County, Florida with the consent of the Community Declarant
attached.

Section 6. Amendment. This Article shall not be
amended without the written consent of District Declarant, unless
District Declarant no longer owns any land which is subject to
the District Declaration or subject to annexation to the District
Declaration.

ARTICLE III
District Association
Section 1. Objects, Purposes and Function. The
District Association has been created and established for the
objects and purposes of and shall have exclusive jurisdiction
over and the sole responsibility for the administration,
management, operation, regulation, care, maintenance, repair,
restoration, replacement, preservation and protection of the
Common Area and to the extent provided by agreement or otherwise
of that portion of the Area of Common Responsibility which is not
a part of the Common Area; the establishment, levy, imposition,
enforcement and collection of all fines, charges and Assessments
for which provision is made in this Declaration; the payment of
all Common Expenses; and the promotion and advancement of the
general welfare of the members of the District Association;
subject in all cases to the right of the Community Association to
act in the place and stead of the District Association, in the
event the District Association fails to carry out its rights and
responsibilities as provided under the District Declaration, the
Articles of Incorporation and Bylaws; all as more particularly
provided in this District Declaration and in the Articles of
Incorporation, Bylaws and rules of regulations of the District
Association.

Section 2. Duties and Powers. In addition to those
duties and powers conferred by law and those specified and
enumerated in the Articles of Incorporation and the Bylaws, the
District Association shall have such duties and powers as are,
respectively, imposed and conferred upon it pursuant to this
District Declaration, including, without limitation, such duties
and powers as may reasonably be implied from, necessary for or
incidental to the accomplishment of the objects and purposes for
which the District Association has been created and established.
All duties and powers of the District Association shall be
exercised by the Board of Directors unless otherwise provided in
this District Declaration, the Articles of Incorporation and the
Bylaws.

Section 3. Membership. Every Owner shall be deemed to
have a membership in the District Association. No Owner, whether
one (1) or more Persons, shall have more than one (1) membership
per Unit or Unplatted Parcel owned. The membership shall not be
refused, waived or surrendered, but voting rights and rights of
use and enjoyment of the Common Area may be regulated or
suspended as provided in this District Declaration, the Articles
of Incorporation, the Bylaws and rules and regulations adopted by
the District Association.

Section 4. Transfer of Membership. Membership in the
District Association shall be appurtenant to and may not be
separated from the ownership interest of an Owner in a Unit or
Unplatted Parcel. The membership of an Owner in the District
Association shall not be transferred, pledged or alienated in any
way, except that such membership shall automatically be
transferred and assigned upon the transfer of the ownership
interest required for membership in the District Association.
Owner agrees to immediately notify the District Association upon
such transfer and to deliver to the District Association the
address of the new Owner, and a copy of the deed conveying the
unit or Unplatted Parcel to the new Owner.

Section 5. Voting Rights. The District Association
shall have two (2) classes of membership, Class “A” and Class
“B”, as follows:

(a) Class “A” members shall be all Owners with the
exception of the Class “B” member, if any. Voting rights
shall be allocated among Class “A” members as follows: (i)
One (1) vote per acre or portion thereof shall be allocated
to an Unplatted Parcel; and (ii) For those portions of the
District which are subject to a Plat or are otherwise
designated by District Declarant as a Unit, each Unit shall
be allocated one (1) vote.

(b) The Class “B” member shall be the District
Declarant. The Class “B” member shall have 800 votes until
the Class “B” membership terminates and becomes converted to
Class “A” membership. The rights of the Class “B” member,
including the right to approve actions taken under this
District Declaration and the Bylaws, are specified elsewhere
in this District Declaration and the Bylaws. The Class “B”
member shall be entitled to appoint the members of the Board
of Directors during the Class Control Period, as provided in
the Bylaws. The Class “B” membership shall terminate and
become converted to Class “A” membership upon the earlier
of:
(i) Upon the expiration of the Class “B” Control
Period; or
(ii) When, in its discretion, the District
Declarant so determines.
Section 6. Cumulative Votin~.
No cumulative voting
shall be permitted.
Section 7. District. The District of which the

District Property forms a part may have additional lands annexed
thereto in accordance with the terms of the Community Declaration,
including without limitation, the property described
generally in Article VI, Section 1 of this District Declaration,
and further may be modified subject to the terms and conditions
of the Community Declaration pertaining to designation of
Districts (as defined therein) and their reconfiguration. Those
portions of the District not subjected to the terms and conditions
of this District Declaration may, but shall not be obligated
to, become a part of the District Property, in the sole
discretion of the District Declarant. Such annexation of additional
property into the District Property, if any, may be
accomplished in accordance with the terms and provisions of
Article VI hereof, and mayor may not include if so determined in
the sole discretion of the District Declarant and Community
Declarant, lands located outside the District, all as further
provided in Article VI hereof and as provided in the Community
Declaration.

ARTICLE IV
Maintenance

Section 1. District Association’s Responsibility. The
District Association shall maintain and keep in good repair the
Area of Common Responsibility, such maintenance to be funded as
hereinafter provided. This maintenance shall include, but need
not be limited to, maintenance, repair, restoration and
replacement, subject to any insurance then in effect, of all
landscaping and other flora, structures and improvements situated
upon or under the Area of Common Responsibility, including but
not limited to, recreational amenities, if any, drainage and
irrigation systems, recreation and open space, utilities, private
streets, medians, street lights, entry features and signage,
traffic control devices and pedestrian systems, and such other
actions as may be required pursuant to the terms and conditions
of any agreement of the District Association, the District
Declaration and the Community Declaration. The District
Association shall also maintain and keep in good repair such
portions of any additional property not included within the Area
of Common Responsibility as may be dictated by this District
Declaration, or by a contract or agreement for maintenance
thereof by the District Association or by a governmental entity
or agency. In the discharge of its responsibilities, the
District Association shall comply fully with the Development
Order and other Development Approvals to the extent relevant and
applicable to the Common Area or the District Association’s
duties and responsibilities. Except as otherwise specifically
provided herein, all costs associated with maintenance, repair
and replacement of the Area of Common Responsibility and
additional property (as provided above) shall be a Common Expense
to be allocated among all Units and Unplatted Parcels as part of
the Assessments.

The District Association may maintain property which it
does not own (in addition to those portions of the Area of Common
Responsibility which it does not own), including, without
limitation, property dedicated to the public, if the Board of
Directors determines that such maintenance is necessary or
desirable to maintain the Community-Wide Standard (as defined in
the Community Declaration) .

Sectjon 2. Owner’s Responsibility. Each Owner (and
any owner of a portion of the District Property not within a Unit
or Unplatted Parcel) shall maintain his or her Unit or Unplatted
Parcel (or portion of the District Property) and all structures,
parking areas, landscaping, lakes, ponds, retention and other
water areas not a part of the Master Drainage System or the
District Drainage System, and other improvements comprising the
Unit or Unplatted Parcel (or portion of the District Property) in
good repair and in a manner consistent with this District Declaration
and any standard established by the Board of Directors,
and in any District planning and design criteria, as well as the
Community-Wide Standard, and all applicable covenants, including
those contained within the Community Declaration and the District
Declaration, unless such maintenance responsibility is otherwise
assumed by or assigned to the District Association. Each Owner
of a Unit or Unplatted Parcel adjacent to a lake, pond, retention
or other water area or adjacent to a conservation or other
wildlife area shall also maintain the portion of such water area
or wildlife area located between such Owner’s Unit and the
ordinary high water line of any such water area or the natural
vegetation line of any such wildlife area. In addition, each
Owner shall also maintain that portion of any street right-of-way
located between such Owner’s Unit or Unplatted Parcel and the
street pavement within such right-of-way in a manner consistent
with this District Declaration and any standard established by
the Board of Directors. If any Owner fails properly to perform
his or her maintenance responsibility, the District Association,
in its sale discretion, shall have a right of entry upon such
Unit or Unplatted Parcel (or portion of the District Property)
and may perform such maintenance and assess all costs incurred by
the District Association (together with an overhead expense to
the District Association of fifteen percent (15%) of the total
amount thereof) against the Unit or Unplatted Parcel (or portion
of the District Property) and the Owner (or owner) thereof in
accordance with Section 3 of Article VII of this District
Declaration; provided, however, except when entry is required due
to an emergency situation, the District Association shall afford
the Owner (or owner) reasonable notice and an opportunity to cure
the problem prior to entry. The District Association shall have
no obligation to perform any such maintenance, unless required to
do so under the District Declaration or Community Declaration.
The determination as to whether a Unit or Unplatted Parcel (or
portion of the District property) and all structures, parking
areas, landscaping and other improvements are being maintained in
good repair and in a manner consistent with the foregoing shall
be made by the Board of Directors, except to the extent the ARC
may otherwise determine as to the Community-Wide Standard.

Section 3. Community Association. If the District
Association fails to perform its maintenance responsibility as
required herein and in the Community Declaration, the Community
Association shall have a right of entry and may perform same and
assess the cost thereof, all as provided in the Community
Declaration.

Section 4. Determination of District Standard. The
District Declarant or District Association may establish a
standard for the District as to conduct, maintenance or other
activity generally prevailing throughout the District, which
standard, if established, shall at least meet that of the
Community-Wide Standard. In the event such a standard is
established, it may be amended by the District Declarant or
District Association and may be enforced by the District
Declarant, District Association or Community Association.
Notwithstanding the foregoing, the ARC shall determine whether
the District or any portion thereof, and all structures, parking
areas, landscaping and other improvements located thereon are
being maintained in a manner consistent with the Community-Wide
Standard.

ARTICLE V
Use Restrictions
The District Property shall be used only for such
purposes as are permitted in the Development Order and other
applicable Development Approvals, SUbject to such further
restrictions as may be set forth in this District Declaration,
any Supplemental Declaration or Annexation Agreement, and the
Community Declaration or other covenants or deed restrictions
pertaining thereto. No changes in the uses and intensities of
uses permitted in the Development Order (and other applicable
Development Approvals) pertaining to the District Property may be
made, nor may any application therefor be made to any governmental
authority, without the prior written approval of the
District Declarant, as long as District Declarant owns any land
within the District Property or which may be annexed thereto.

The District Property shall also be subject to such
further restrictions as District Declar”ant may impose under and
by virtue of deeds to Owners. Restrictions identified in any
such deed as being enforceable by the District Association shall
be enforceable by the District Association, acting through the
Board of Directors, in the same manner as if such restrictions
were set forth in this District Declaration. In addition, the
Community Association, acting through its board of directors,
shall have standing and power to enforce restrictions and
standards imposed under the District Declaration and to enforce
deed restrictions on the District Property which may be enforced
by the District Association.

The District Association, acting through its Board of
Directors, shall have the authority to make, enforce, amend and
delete standards and restrictions governing use of the District
Property in addition to those contained herein, and to impose
reasonable user fees for use of the Common Areas, provided
however, should such standards and restrictions be in conflict
with or less stringent than those contained in the Community
Declaration, then the terms and conditions of the Community
Declaration shall control. Sanctions may inClude reasonable
monetary fines which may be secured by a lien upon an Owner’s
Unit or Unplatted Parcel in the same manner as delinquent
Assessments, all as more particularly set forth in the Bylaws.
During such time as District Declarant owns any land which is
subject to the District Declaration, any standards and
restrictions governing the use of the District Property made,
amended or deleted, shall not apply to the District Declarant and
that portion of the District Property owned by it unless District
Declarant consents thereto.

The Board of Directors may delegate its power and
authority to enforce restrictions pursuant to this Article V to a
Covenants Committee as provided in the Bylaws.

Section 1. Water and Sewage Facilities. No individual
water supply system or individual sewage disposal system shall be
permitted for any portion of the District Property, unless so
approved by the ARC.

Section 2. Landscaping. Landscaping on any portion of
the District Property and stormwater drainage and retention
features located on and serving only a Unit or Unplatted Parcel
(and not a part of the Master Drainage System or District
Drainage System) shall be continuously maintained in good,
aesthetically pleasing condition by the Owner thereof consistent
with the Landscape Design Criteria for the District as may be
promulgated and amended by the ARC from time to time. Declarant
hereby specifically provides that the Landscape Design Criteria
may be amended by the ARC from time to time, in whole or in part,
by the ARC without necessity of recording same in the pUblic
records, and that such amendment shall be effective from and on
the date of posting on the District Property.

Section 3. Vehicles and Repair. No inoperative cars,
motorcycles, trucks or other types of vehicles shall be allowed
to remain either on or adjacent to any portion of the District
Property for a continuous period in excess of forty-eight (48)
hours; provided, however, this provision shall not apply to any
such vehicle being kept in an enclosed garage and not visible
from the street or any portion of the District Property or
properties.

Section 4. Storage. Unless specially approved by the
ARC, no materials, supplies or equipment (except during the
construction of improvements) shall be stored on any portion of
the District Property, except inside a residence and the garage.
No storage buildings or sheds are permitted on any Unit or
Unplatted Parcel. The foregoing provisions shall not apply to
the Community Declarant or the District Declarant.

Section 5. Wells. Without the prior written consent
of the ARC, no well for the production of water, whether potable
or for irrigation or other limited purposes, shall be dug, used
or otherwise permitted on the District Property.

Section 6. Signs. With the exception of one “For
Sale” sign per Unit or Unplatted Parcel not to exceed the size
established by the ARC, no sign of any kind shall be erected on
any portion of the District Property without the prior written
consent of the ARC. Such restriction on signage shall not apply
to the District Declarant as long as the District Declarant owns
property within the District Property.

Section 7. Egrking and Garages. Owners and their
guests or invitees shall park only in their garages or in the
driveways serving their Units or Unplatted Parcels or permitted
spaces or designated areas on Common Area as may be directed by
the District Association, in which parking mayor may not be
assigned, subject to such reasonable rules and regulations as the
Board of Directors may adopt. Owners and their guests or
invitees shall not park in the streets, or on yards, medians or
Common Areas (unless the District Association designates such
Common Area for parking) or over sidewalks. All commercial
vehicles, recreational vehicles, buses, trucks, pick-up trucks
(other than unmodified stock pick-up trucks and so-called sport
utility vehicles intended for personal or family use, provided no
commercial signage, lettering or logo is displayed on the
exterior of the vehicles or is otherwise visible from the
exterior of the vehicles), vans (other than mini-vans and fullsized
vans intended for personal or family use, provided no
commercial signage, lettering or logo is displayed on the
exterior of the vehicles or is otherwise visible from the
exterior of the vehicles), tractors, mobile homes, trailers
(either with or without wheels), campers, camper trailers, boats
and other watercraft, and boat trailers must be parked entirely
within a garage unless otherwise permitted by the District
Association. Storage of any of the foregoing in the yard of a
Unit or Unplatted Parcel shall not be permitted unless otherwise
permitted by the District Association. Each Unit shall have a
two car garage or if permitted by the ARC and the District
Association, a similar space for permanent parking of two cars.
No garage may be altered in such a manner that the number of
automobiles which may reasonably be parked therein after the
alteration is less than the number of automobiles that could have
reasonably been parked in the garage as originally constructed.
Garage doors shall be closed except when reasonably necessary for
use of garage. (This section shall not apply to construction or
similar vehicles or construction trailers which may be parked on
an Unplatted Parcel or a Unit, but only during such reasonable
period of time within which construction of improvements thereon
is occurring.)

Section 8. Animals and Pets. No animals, livestock,
or poultry of any kind may be raised, bred, kept, or permitted on
any portion of the District Property, with the exception of dogs,
cats, or other usual and common household pets, which may be kept
or permitted in a reasonable number so as not to create a
nuisance as determined by the District Association, provided same
are not bred for commercial use; and provided, however, those
pets which are permitted shall be sheltered inside structures.
All dogs, cats and other household pets allowed hereunder must be
leashed when outside and shall not be permitted to run loose. No
pet or animal shall be “tied out” in a yard or otherwise left
unattended in a yard. Every person walking a pet shall clean up
all matter created by the pet. Each Owner shall be responsible
for the activities of such Owner’s pets. A determination by the
District Association that a pet is a nuisance shall be conclusive
and binding on all parties. When notice of removal of any pet is
given by the District Association, the pet shall be removed
permanently from the District within forty-eight (48) hours of
the giving of the notice.

Section 9. Nuisance. No portion of the District
Property shall be used, in whole or in part, for the storage of
any property or thing that will cause such portion of the
District Property to appear to be in an unclean, unsightly,
unhealthy or unkempt condition or that will be obnoxious to the
eye; nor shall any substance, thing, or material be kept upon,
nor shall any use or practice be allowed upon any portion of the
District Property that will emit foul or obnoxious odors or that
will cause any noise or other condition that will or might
disturb the peace, quiet, safety, comfort, or serenity of the
occupants of the District Property or the Properties, or which
shall be a source of material and unreasonable annoyance or
discomfort to Owners or their tenants or invitees, or which
materially and unreasonably interferes with the peaceful possession
and enjoyment of the District Property. No illegal,
noxious, or offensive activity shall be carried on or conducted
upon any portion of the District Property. The pursuit of
hobbies or other activities, including specifically, without
limiting the generality of the foregoing, the assembly and
disassembly of motor vehicles and other mechanical devices which
might tend to cause disorderly, unsightly, or unkempt conditions,
shall occur only within a garage or other similar walled interior
area of the District Property and shall not be visible to view.
Notwithstanding the foregoing, construction activity which occurs
on the District Property in accordance with the terms of the
District Declaration and the Community Declaration shall be
permitted. No firearms may be discharged within the District
Property.

Section 10. Antennas; Satellite Dishes. No exterior
television or radio antennas, aerials or satellite dishes of any
kind shall be placed, allowed, or maintained upon any portion of
the District Property, including any Unit or Unplatted Parcel
unless it is installed in accordance with the policy statement
approved and issued by the ARC as the same may be amended from
time-to-time. The ARC may require, among other things, that all
such improvements be screened so that they are not visible from
adjacent Units, or from adjacent streets or Common Area. No
Owner shall operate any equipment or device which will interfere
with the radio or television reception of others.

Section 11. Clotheslines. Garbage Cans. Tanks and
External Equipment. All clotheslines, garbage cans, above-ground
tanks, air-conditioning compressors, pool pumps and other similar
items of external equipment shall be located or screened, by
vegetation or shadow-box enclosures approved by the ARC, so as to
be concealed from view from neighboring Units, Unplatted Parcels
or portions of the District Property or Properties.

Section 12. Swimming Pools. No above ground swimming
pools shall be erected, constructed or installed on any portion
of the District Property.

Section 13. Tents, Trailers and Temporary Struct~.
Owners or occupants shall not place upon any portion of the
District Property, any tent or trailer or any structure of a
temporary nature, without obtaining the prior written approval
from the District Association and the ARC.

Section 1~.
Drainage. All storm water from any
portion of the District Property shall only drain into or onto
contiguous or adjacent street rights-of-way, drainage easements,
retention areas, Common Areas or Areas of Common Responsibility
in the manner approved by the ARC and the owner and operator of
the Master Drainage System or the District Drainage System, as
the case may be, if such drainage is part of the Master Drainage
System or the District Drainage System, respectively. If such
drainage is not to be a part of the Master Drainage System or the
District Drainage System, then the manner of its drainage shall
be approved by the ARC. No Owner (other than the District
Declarant) shall be permitted to alter the grade of or original
drainage plan for any portion of the District Property, or change
the direction of, obstruct, alter or retard the flow of surface
water drainage, nor to erect, place or maintain any structure
which shall in any way obstruct drainage devices or facilities or
impede their efficient operation unless approved by the ARC and
the owner and operator of the Master Drainage System or the
District Drainage System, as the case may be, if such drainage is
part of the Master Drainage System or the District Drainage
System, respectively.

Section 15. Lakes, Ponds. Retention and Other Water
Areas; Hedging and Landscaping. Units and Unplatted Parcels
shall not have riparian rights to lakes, ponds, retention and
other water areas unless so specifically provided herein or in
the deed to the Owner of such Unit or Unplatted Parcel. Access
to and use of lakes, ponds, retention and other water areas
within the District Property shall be governed and controlled by
the owner and operator of the Master Drainage System or the
District Drainage System, respectively. This shall not be deemed
to imply that any of the District Property or the Owners thereof
will have access to or rights to use lakes, ponds, retention or
other water areas within the District Property. Docks and other
structures or improvements within lakes, ponds, retention and
other water areas within the District Property shall not be
permitted unless approved by the ARC, and the owner and operator
of the Master Drainage System or the District Drainage System,
respectively. Except as may otherwise be specifically approved
in advance in writing by the ARC, no Owner shall place or erect
any statue, artwork, sculpture, figure, yard ornament or
decoration of any type or material on any portion of the District
Property which borders any lake, pond, retention or other water
area. Landscaping and hedging on portions of the District
Property which border any lakes, ponds, retention and other water
areas, shall not be constructed, planted or installed, if
permitted at all, in such a manner so as to materially obstruct
the view of any of the foregoing as determined by the ARC. On
those portions of Units and Unplatted Parcels bordering lakes,
ponds, retention and other water areas, Owners may plant and
install landscape hedging along side property lines to a point no
closer to the rear property line than twenty (20) feet, provided,
that the hedge is no more than three (3) feet in height and no
more than two (2) feet in width, that it otherwise complies with
the provisions of this Declaration and the Landscape Design
Criteria, and that, in all events, it is approved in advance in
writing by the ARC. The owner and operator of the Master
Drainage System or the District Drainage System, as the case may
be, may establish rules and regulations relevant to access and
use of lakes, ponds, retention and other water areas within the
District Property, which may include, without limitation,
regulation or prohibition of sailing, boating or other watercraft
(except that the use or operation of jet skis or other watercraft
containing gas, diesel or other form of combustion engines are
hereby expressly prohibited), swimming, fishing, or other water
sports or activities and use of lake slopes. The District
Declarant shall also have the right, but not the obligation, to
specifically designate the portions, if any, of the lakes, ponds,
retention or other water areas and the corresponding shoreline or
beach areas upon which boats or other vehicles may be stored,
docked or launched, or within which swimming may be permitted.
To the extent the rules and regulations of the District Declarant
allow access to or use of lakes, ponds, retention or other water
areas, such use shall be at the risk of the Person undertaking
such activity, and there shall be no obligation by the District
Declarant to provide supervisory personnel or lifeguards. At
such time as District Declarant no longer owns any property which
is subject to this District Declaration or which can be annexed
to the District Property, or at such earlier time as District
Declarant in its sole discretion may determine, the rights
reserved to District Declarant in this section shall become
rights of the District Association, to be exercised by its Board
of Directors. BY ACCEPTANCE OF A DEED TO A HOME OR PARCEL, EACH
OWNER ACKNOWLEDGES THAT THE WATER LEVELS OF ALL LAKES AND WATER
BODIES MAY VARY. THERE IS NO GUARANTEE BY DISTRICT DECLARANT OR
THE DISTRICT ASSOCIATION THAT WATER I,EVELS WILL BE CONSTANT OR
AESTHETICALLY PI,EASING AT ANY PARTICULAR TIME.

Section 16. Walls, Fences and Majlboxes. No fences
or walls are permitted anywhere in the District Property unless
approved in advance in writing by the ARC and constructed in
strict accordance with fence guidelines approved and issued by
the ARC. Any fence permitted in the District Property may not
exceed the maximum height of six (6) feet, and must be
constructed of a shadow box design unless otherwise approved by
the ARC. No mail box of any kind shall be erected on any portion
of the District Property unless approved in advance in writing by
the ARC, and unless constructed according to a standard design as
determined by the ARC. District Declarant reserves the right to
require cluster or central mailbox systems in the District
Property.

Section 17. No Alteration without ARC Approval. No
alteration of the Unit or Unplatted Parcel is permitted, nor are
aluminum porches, additions or appendages to or repainting of the
improvements originally approved by the ARC for the Unit or
Unplatted Parcel allowed, without the prior written approval of
the ARC; provided, however, Owners may repaint their residences
in the same color and manner as originally approved by the ARC
without necessity of obtaining a second written approval.

Section 18. Motorized Vehicles. Motorized vehicles
shall not be used on the sidewalks, pathways or Common Areas
(unless the Common Areas have been specifically designated for
use by motorized vehicles by District Declarant). Golf carts may
use the foregoing if so determined by District Declarant, but
only to the extent as determined by District Declarant, the
intent being that such use, if any, shall be limited to reasonable
and necessary use for transportation to and from any
neighboring golf course. In no event shall any person operate a
motorized vehicle or golf cart anywhere within the District
Property who does not have a valid driver’S license. At such
time as District Declarant no longer owns any property which is
subject to this District Declaration or which can be annexed to
the District Property, or at such earlier time as District
Declarant in its sole discretion may determine, the rights
reserved to District Declarant in this section shall become
rights of the District Association, to be exercised by its Board
of Directors.

Section 19. Cable Television System. Each Unit or
Unplatted Parcel shall be wired for cable television service in
accordance with the Planning and Design Criteria.

Section 20. Community-Wide Standard. The District
Property shall comply with the Community-Wide Standard, the terms
and conditions of the Community Declaration, and the Planning and
Design Criteria.

Section 21. Development Order. Each Owner shall
comply, at its expense, with the requirements of the Development
Order as it relates to the Unit or Unplatted Parcel owned by it
and each Owner shall otherwise cooperate with the Community
Declarant, District Declarant, Community Association and District
Association in their efforts to comply with the provisions of the
Development Order.

Section 22. Occupants Bound. All provisions of the
District Declaration and of any rules and regulations or use
restrictions promulgated pursuant thereto which govern the
conduct of Owners, shall also apply to all occupants of any
portion of the District Property.

Section 23. Subdivision of Portion of the District
Property. As long as District Declarant owns any land which is
subject to this Declaration or which under the terms of this
District Declaration could be annexed to the District Property,
no portion of the District Property shall be platted, replatted,
subdivided or its boundary lines changed, nor shall any portion
of a Unit or Unplatted Parcel, less than the whole thereof, be
sold, conveyed or transferred except with the prior written
approval of the District Declarant, which approval may be granted
or withheld in the sole discretion of District Declarant. Thereafter,
no portion of the District Property shall be platted,
replatted, subdivided or its boundary lines changed, nor shall
any portion of a Unit or Unplatted Parcel, less than the whole
thereof, be sold, conveyed or transferred except with the prior
written approval of the District Association. Any such subdivision,
boundary line change, platting or replatting shall not
be in violation of the applicable subdivision and zoning
regulations, the Development Order or the Development Approvals.
District Declarant, however, hereby expressly reserves the right
to plat, replat, subdivide or change the boundary lines of any
portion of the District Property owned by the District Declarant
and the right to sell, conveyor transfer any portion of a Unit
or Unplatted Parcel less than the whole thereof, without notice
to or the approval or consent of any Person being required.

Sectiqn 24. Gara~e
Sales. No garage or yard sales of
any kind shall be conducted, nor shall any signage related to any
garage or yard sales be erected, in any manner except as
specifically provided by rules and regulations promulgated by the
District Declarant or the ARC, which rules and regulations shall
address the location, frequency, scope, hours, placement of signs
and all other matters relating to garage or yard sales and
signage or advertising thereof.
Section 25. Artificial Vegetation. No artificial
grass, plants or other artificial vegetation, or rocks or other
landscape devices, shall be placed or maintained on the exterior
portion of any Unit, unless approved by the ARC.

Section 26. ~ualty
Destruction to Improvements. In
the event that a Unit is damaged or destroyed by casualty loss or
other loss, then within a reasonable period of time after such
incident, the Owner thereof shall either commence to rebuild or
repair the damaged improvements and diligently continue such
rebuilding or repairing until completion, or properly clear the
damaged improvements and rebuild the same as approved by the ARC.
As to any such reconstruction of damaged or destroyed
improvements, the same shall only be replaced as approved by the
ARC.

Section 27. Decorations. No decorative objects
including, but not limited to, birdbaths, light fixtures,
sculptures, statues, weather vanes, or flagpoles shall be
installed or placed within or upon any portion of the District
Property without the prior written approval of the ARC.

Section 28. Hurricane Shutters. Any hurricane
shutters, security shutters or other protective devices visible
from outside a Unit shall be of a type as approved by the ARC.
Panel, accordian and roll-up style hurricane shutters and
security shutters may only be installed on a Unit and utilized
strictly in accordance with requirements set forth in the
applicable policy statement approved and issued by the ARC, as
the same may be amended from time to time.

Section 29. Substances. No inflammable, combustible
or explosive fuel, fluid, chemical, hazardous waste, or substance
shall be kept on any portion of the District Property or within
any Unit, except those which are required for normal household
use.

Section 30. Visibility on Corners. Notwithstanding
anything to the contrary in these restrictions, no obstruction to
visibility at street intersections shall be permitted and such
visibility clearances shall be maintained as required by the ARC
and governmental agencies. No vehicles, objects, fences, walls,
hedges, shrubs or other planting shall be placed or permitted on
a corner Lot where such obstruction would create a traffic
problem.

Section 31. Wetlands Areas. The District Property may
contain or be adjacent to preserves, wetlands and/or mitigation
areas. No Owner or other person shall take any action or enter
onto such areas so as to adversely affect the same. Such areas
are to be maintained by the Community Development District in
their natural state.

Section 32. Window Treatments. Window treatments
shall consist of drapery, blinds, decorative panels, or other
tasteful window covering, and no newspaper, aluminum foil, sheets
or other temporary window treatments are permitted, except for
periods not exceeding one (1) week after an Owner or tenant first
moves into a Unit or when permanent window treatments are being
cleaned or repaired. No awnings, canopies or shutters shall be
affixed to the exterior of a Unit without the prior written
approval of the ARC. No reflective tinting or mirror finishes on
windows shall be permitted unless approved by the ARC.

Section 33. Landscaping in Common Area. No trees,
hedges, landscaping or yard ornament or decoration of any type or
material whatsoever may be planted or installed on any portion of
the Common Area by any Owner or other occupant of the District
Property.

Section 34. Disputes as to Use. If there is any
dispute as to whether the use of any portion of the District
Property complies with this District Declaration, such dispute
shall, prior to the expiration of the Class “B” Control Period,
be decided by District Declarant, and thereafter by the District
Association. A determination rendered by such party with respect
to such dispute shall be final and binding on all persons
concerned.

Section 35. Enforcement. In the event of the
violation of or the failure to comply with the requirements of
this Article, and the failure of the owner of the affected
portion of the District Property within fourteen (14) days
following written notice by the District Association of such
violation or non-compliance and the nature thereof, to cure or
remedy such violation, then the District Association or its duly
appointed employees, agents or contractors, shall have the right,
but not the obligation, and an easement and license to enter upon
the affected portion of the District Property, without being
guilty of any trespass therefor, for the purpose of curing or
eliminating such violation, all at the sole expense of the owner
thereof. Such costs and expenses, together with an overhead
expense to the District Association of fifteen percent (15%)
of the total amount thereof shall be payable by the owner of the
affected portion of the District Property to the District
Association within ten (10) days after written notice to the
owner of the amount thereof, which amount shall become or be
treated in the same manner as a Special Assessment levied against
said portion of the District Property. The District Association
may place a lien upon such portion of the District Property to
recover such costs and expenses, as provided in Article VII
hereof, and the District Association may seek all other legal and
equitable remedies available to it. The District Association
shall also have the right to levy fines against an Owner for the
violation of or the failure to comply with the requirements of
this Article, or exercise any other remedy available at law, as
more particularly set forth in the Bylaws. Any rights of the
District Association hereunder may also be exercised by the
Community Association as further provided in this District
Declaration.

ARTICLE VI
Annexation of Additional Property
Section 1. Annexation. As the owner thereof, or if
not the owner, with the consent of the owner thereof, District
Declarant shall have the unilateral right, privilege, and option,
from time to time at any time, subject to the approval of the
Department of Housing and Urban Development and the Veterans
Administration, to annex to the District Property any additional
property (i) which is either abutting the District Property

(including additions thereto), which shall include properties
which would abut the District Property but for the existence of a
road right-of-way, easement or other similar property grant
separating it from the District Property, or (ii) which is so
situated that its addition will be consistent with a uniform
scheme of development as determined in the sole discretion of
District Declarant. This right of annexation by District
Declarant shall exist until District Declarant no longer owns any
property within the District Property or within the additional
property described above which may be the subject of annexation
to the District Property. Such annexation shall be accomplished
by filing in the public records of Brevard County, Florida an
Annexation Agreement annexing such property so as to become part
of the District Property and Exhibit “A”, thereby submitting same
to the terms of the District Declaration, which Annexation
Agreement shall include the written consent of the Community
Declarant thereto. Any such annexation shall be effective upon
the filing for record of such Annexation Agreement unless
otherwise provided therein. District Declarant or Community
Declarant shall have the unilateral right to transfer to any
other Person the said right, privilege, and option to annex
additional property described herein reserved to District
Declarant, provided that such transferee or assignee shall be the
owner of at least a portion of the District Property or the
additional property which may be the subject of annexation to the
District Property, and that such transfer is memorialized in a
written, recorded instrument executed by District Declarant.
Nothing herein shall obligate District Declarant to annex
additional real property into the District Property, nor to
continue with annexation, if and when it may be commenced.

Sectio 2.
Residential District. The District Property and any additional property
annexed as provided herein
(thereby becoming part of the District Property), shall be a part
of the Auburn Lakes Residential District. The Auburn Lakes
Residential District may also include other property (i) sub-
mitted to the terms and conditions of the District Declaration by
an Annexation Agreement, or (ii) submitted to the terms and
conditions of other declarations of covenants, conditions, easements,
reservations and restrictions and not the District
Declaration, provided however, the Community Declarant by written
consent to such declaration designates such property as part of
the Auburn Lakes Residential District, and the governing association
for such declaration shall be the District Association.
The District Association shall be responsible for carrying out
its rights and obligations as provided in any declarations
pertaining to the Auburn Lakes Residential District and may not
decline to accept such rights and responsibilities as to any
property contained within the Auburn Lakes Residential District.
The Units within the Auburn Lakes Residential District shall be
used for single family residential purposes unless otherwise
specifically provided in this District Declaration, any Supplemental
Declaration or other declaration of covenants, conditions,
easements, reservations and restrictions pertaining to property
within the Auburn Lakes Residential District.
Section 3. Amendment. This Article shall not be
amended without the written consent of District Declarant, and as
to provisions pertaining to it, Community Declarant.

ARTICLE VII
Assessments
Section 1. Creation of Assessments. There are hereby
created Regular Assessments for Common Expenses as may from time
to time specifically be authorized by the District Association to
be commenced at the time and in the manner set forth in Section 5
of this Article. Except as may otherwise be provided in Article
VI, Section 3, Assessments shall be levied on all Units or
Unplatted Parcels according to the following formula:

(a) Assignment of Points.
(i) One (1) point per acre or portion thereof
shall be assigned to an Unplatted Parcel.
(ii) For those portions of the District which are
SUbject to a Plat or are otherwise designated by
District Declarant as a Unit, each Unit shall be
allocated one (1) point.
(b) Computation of Assessments.
The percentage of the total Assessment to be levied
on a particular Unit or Unplatted Parcel shall be computed by
dividing the total points assigned to that Unit or Unplatted
Parcel subject to the Assessment by the total points for all
Units and Unplatted Parcels in the District Property SUbject to
the Assessment. The percentage of the total Assessment for each
Unit or Unplatted Parcel subject to Assessment shall be computed
annually by the District Association. The Assessment for a Unit
or Unplatted Parcel shall be arrived at by mUltiplying the total
budget amount or total Assessment adopted by the Board of
Directors (as it may be amended from time to time) by the
applicable percentage of the total Assessment computed for such
Unit or Unplatted Parcel. Upon annexation of additional property
into the District Property, Assessments shall be recomputed under
the above formula. Special Assessments shall be levied as provided in
Section 3 of this Article VII. Each Owner, by acceptance of a
deed or recorded contract of sale to any portion of the District
Property, is deemed to covenant and agree to pay these Assessments.
All Assessments, together with interest at a rate not to
exceed the highest rate allowed by Florida law as computed from
the date the delinquency first occurs, penalties, late charges,
processing or other fees, costs, expenses and reasonable
attorneys’ and paralegals’ fees, shall be a charge on the land
and shall be a continuing lien upon the Unit or Unplatted Parcel
against which each Assessment is made.

All Assessments, together with interest, penalties,
late charges, processing or other fees, costs, expenses and
reasonable attorneys’, and paralegals’, fees, shall also be the
personal obligation of the Person who was the Owner of such Unit
or Unplatted Parcel at the time the Assessment arose, and his
grantee shall be jointly and severally liable for such portion
thereof as may be due and payable at the time of conveyance,
except no first Mortgagee who obtains title to a Unit or
Unplatted Parcel pursuant to foreclosure of a first Mortgage, or
pursuant to a deed in lieu of foreclosure of a first Mortgage,
shall be liable for unpaid Assessments which accrued prior to
such acquisition of title.

The District Association shall, upon demand at any
time, furnish to any Owner liable for any type of Assessment a
certificate in writing setting forth whether such Assessment has
been paid as to any particular Unit or Unplatted Parcel. Such
certificate shall be conclusive evidence of payment to the
District Association of such Assessment therein stated to have
been paid. The District Association may require the advance
payment of a reasonable processing fee for the issuance of such
certificate.

Assessments shall be paid in such manner and on such
dates as may be fixed by the Board of Directors which may include,
without limitation, acceleration of the entire Assessment
in the event of delinquent payments, including without limitation
in the case of the Regular Assessment, acceleration of payment of
the Regular Assessment for the entire fiscal year, and acceleration
of payment of the full amount of any Special Assessment.
The Board of Directors may in its sole discretion grant an option
for the Regular Assessment to be paid in installments rather than
annually in advance, subject to an additional processing fee and
interest being due if such option is elected. Unless the Board
of Directors otherwise provides, the Regular Assessment shall be
paid annually.

No Owner may waive or otherwise exempt himself from
liability for the Assessments provided for herein by non-use of
the Common Area or abandonment of the Unit or Unplatted Parcel
against which the Assessments are made. The obligation to pay
Assessments is a separate and independent covenant on the part of
each Owner. No diminution or abatement of an Assessment or setoff
against an Assessment shall be claimed or allowed by reason
of any alleged failure of the District Association to take some
action or perform some function required to be taken or performed
by the District Association under this District Declaration, or
for inconvenience or discomfort arising from the making of
repairs or improvements which are the responsibility of the
District Association, or from any action taken to comply with any
law, ordinance, order or directive of any municipal or other
governmental authority.

So long as the District Declarant has an option
unilaterally to subject additional property to this District
Declaration in accordance with Article VI hereof, District
Declarant may elect, in lieu of paying Assessments on its unsold
Units or Unplatted Parcels, to pay the difference between the
amount of Assessments levied on all Units and Unplatted Parcels
subject to Assessment (except District Declarant s unsold Units
or Unplatted Parcels) and the amount of actual expenditures
required during the fiscal year by the District Association.
However, District Declarant may exclude from such amount the
portion of any reserves which would otherwise be attributable to
Units or Unplatted Parcels owned by the District Declarant. This
obligation may be satisfied in the form of a cash subsidy or by
“in kind” contributions of services or materials, or a combination
of these. Such services or materials may be furnished by
any party designated by District Declarant and the value of such
services shall be established by District Declarant or by a
written statement of the service or material provider.

The District Association is specifically authorized to
enter into subsidy contracts or contracts for “in-kind” contribution
of services or materialS or a combination of services and
materials with District Declarant or other entities for the
payment of some portion of the Common Expenses.

Section 2. Adoption of Budget. It shall be the duty
of the Board of Directors to prepare and adopt a budget for the
District Association covering the estimated Common Expenses
during the coming fiscal year. The budget may include a capital
contribution establishing a reserve fund taking into account the
number and nature of replaceable assets (including, without
limitation, any pool facility and related structures which may be
developed), the expected life of each asset, and the expected
repair or replacement cost of each asset. The Board of Directors
shall set the capital contribution, if any, in an amount
sufficient to permit the District Association to meet the
projected capital needs, as shown on the capital budget, with
respect to amount and timing, by Regular Assessments over the
period of the bUdget. The Board of Directors shall publish in
accordance with the provisions of the Bylaws notice of the
adoption of the budget and the amount of the Regular Assessment
to be levied against each Unit or Unplatted Parcel for the
following fiscal year, calculated as provided in Section 1 of
this Article. Such budget and Regular Assessment shall become
effective upon adoption of the budget by the Board of Directors.

Notwithstanding the foregoing, however, in the event
the Board of Directors fails for any reason so to adopt the
budget for any year, then and until such time as the budget shall
have been adopted by the Board of Directors, the budget in effect
for the immediately preceding year shall, with an increase of ten
percent (10%) or such lower amount as is determined by the Board
of Directors, continue for the current year.

In the event that the Board of Directors shall determine
during any fiscal year that the Regular Assessment established
for such fiscal year is or will become inadequate or
insufficient to meet all Common Expenses and reserve amounts, if
any, for such fiscal year for whatever reason, the Board of
Directors shall be entitled to immediately determine the approximate
amount of the deficiency or inadequacy of the Regular
Assessment for such fiscal year, adopt an amendment to the budget
to cover such deficiency, and levy supplemental or revised
Regular Assessments for such fiscal year, calculated as provided
in Section 1 of this Article. Such amendment to the budget and
such supplemental or revised Regular Assessments shall become
effective upon adoption by the Board of Directors. The Board of
Directors shall furnish notice of such amendment to the budget
and such supplemental or revised Regular Assessments in the same
manner provided in the first paragraph of this Section.

Section 3. Special Assessments. In addition to the
Regular Assessments authorized in Section 1 of this Article, the
District Association may levy and collect a Special Assessment or
Special Assessments from time to time for any purpose directly
related to the discharge of the District Association’s duties and
obligations pursuant to this District Declaration. The obligation
to pay Special Assessments shall be computed on the same
basis as for Regular Assessments, with the total number of points
limited to the number of points assigned to those Units or
Unplatted Parcels to which the Special Assessment applies.
Special Assessments shall be payable in such manner and at such
times as determined by the Board of Directors, and may be payable
in installments extending beyond the fiscal year in which the
Special Assessment is approved, if the Board of Directors so
determines. If the District Declarant is subsidizing the Regular
Assessments as provided in Section 1 of this Article at the time
of such Special Assessment, the District Declarant may determine
in its discretion whether it desires to subsidize the Special
Assessment in the same manner as provided in Section 1, or pay
same based on the Units and Unplatted Parcels it owns.

After the District Association has mailed written
notice to an Owner of a Unit or Unplatted Parcel at such Owner’s
last known address, specifying the noncompliance of such Unit or
Unplatted Parcel with the terms and conditions of the District
Declaration, the District Association may levy and collect a
Special Assessment against any Owner individually and against
such Owner s Unit or Unplatted Parcel to reimburse the District
Association for costs and expenses incurred in bringing an Owner
and his Unit or Unplatted Parcel into compliance with the
provisions of this District Declaration (including without
limitation an overhead expense of fifteen percent (15~)
of the total costs and expenses payable to the District Association)

Section 4. Lien for Assessments. The District
Association shall, at any time following the expiration of ten

(10) days after the due date of an Assessment, be entitled to
cause a claim of lien for such delinquent Assessments to be filed
among the Public Records of Brevard County, Florida. Any such
claim of lien shall, among other things, state and identify the
Unit or Unplatted Parcel against which the lien is claimed, the
name of the Owner of the Unit or Unplatted Parcel as provided in
the books and records of the District Association, and the amount
of the lien at the time of filing and such additional items as
may be secured by the lien. Such lien may be executed by any
officer of the District Association or by the management agent or
attorney for the District Association. A copy of the claim of
lien shall be furnished to the Owner against whose property the
lien is filed. The paynlent of all Assessments established, made,
levied and imposed by the District Association pursuant to this
District Declaration, as well as any Assessments which may become
due on or after the recordation of such lien together with
interest, penalties, processing or other fees, late charges,
costs, expenses, and reasonable attorneys, and paralegals, fees
associated with the collection thereof (whether suit be brought
or not), shall be secured by the lien, Upon recording of a notice
or claim of lien on any Unit or Unplatted Parcel, there shall
exist a perfected lien for unpaid Assessments prior and superior
to all other liens, except (a) all taxes, bonds, Assessments, and
other levies which by law would be superior thereto; (b) the lien
or charge of any first Mortgage of record (meaning any recorded
Mortgage with first priority over other Mortgages) made in good
faith and for value; and (c) the lien for Community Association
Assessments as provided in the Community Declaration. Such lien
may be enforced by suit, judgment or foreclosure in the same
manner mortgage liens are foreclosed.

The District Association shall have the power to bid
for the Unit or Unplatted Parcel at foreclosure sale and to
acquir’e and hold, lease, mortgage and convey the same. During
the period in which a Unit or Unplatted Parcel is owned by the
District Association following foreclosure: (a) no Assessment
shall be assessed or levied on it; and (b) each other Unit or
Unplatted Parcel shall be charged, in addition to its usual
Assessment, its pro rata share, based upon its percentage of
total Assessments in Section 1 of this Article, of the Assessment
that would have been charged such Unit or Unplatted Parcel had it
not been acquired by the District Association as a result of
foreclosure.

Suit to recover a money judgment for unpaid Assessments,
interest, penalties, processing or other fees, late
charges, costs, expenses and reasonable attorneys and paralegals,
fees shall be maintainable without foreclosing or waiving the
lien securing the same. If there are multiple Owners of a Unit
or Unplatted Parcel, each Owner shall be jointly and severally
liable for any Assessments made against such Unit or Unplatted
Parcel. The remedies herein provided for the collection and
enforcement of Assessments and the foreclosure of the lien
therefor shall be cumulative and not alternative and may be
brought separately or simultaneously as separate counts in the
same action.

Section 5. Date of Commencement of Assessments. The
Assessments provided for herein shall commence as to each Unit or
unplatted Parcel on the first day of the first month following

(i) the date of conveyance of the first Unit or Unplatted Parcel
by District Declarant, or (ii) the effective date of the first
budget, whichever is later. The first Regular Assessment shall
be adjusted according to the number of days remaining in the
fiscal year at the time Regular Assessments commence as to the
Unit or Unplatted Parcel.
Section 6. Subordination of the Lien to First
Mortgages. The lien of Assessments, including interest,
penalties, processing or other, fees, late charges, costs,
expenses and reasonable attorneys and paralegals fees, shall be
subordinate to the lien of any first Mortgage upon any Unit or
Unplatted Parcel. The sale or transfer of any Unit or Unplatted
Parcel shall not affect the Assessment lien or the personal
liability of the Owner of such Unit or Unplatted Parcel for
payment of the Assessment. However, the sale or transfer of any
Unit or Unplatted Parcel pursuant to judicial or nonjudicial
foreclosure of a first Mortgage shall extinguish the lien of such
Assessments (but not the personal liability of the prior Owner
for said unpaid Assessments) as to payments which became due
prior to such sale or transfer. No foreclosure, sale or transfer
shall relieve such Unit or Unplatted Parcel from the personal
obligation or liability for the payment of any Assessments
(including the right to file a lien for nonpayment thereof) for
any Assessments thereafter accruing or becoming due. When a
Mortgagee holding a first Mortgage of record or other purchaser
of a Unit or Unplatted Parcel obtains title pursuant to remedies
under the Mortgage, or by deed in lieu of foreclosure, such
Mortgagee or purchaser, its successors and assigns shall not be
liable for the share of the Common Expenses or Assessments of the
District Association chargeable to such Unit or Unplatted Parcel
which became due prior to the acquisition of title to such Unit
or Unplatted Parcel by such acquirer. Such unpaid share of
Common Expenses or Assessments shall be deemed to be Common
Expenses collectible from Owners of all the Units or Unplatted
Parcels, including such acquirer, its successors and assigns.

Section 7. Exempt Property. Notwithstanding anything
herein to the contrary, the following property shall be exempt
from the payment of Assessments:

(a) All Common Area under this District
Declaration or under the Community Declaration;
(b) The Areas of Common Responsibility under this
District Declaration or under the Community Declaration not
within a Unit or an Unplatted parcel;
(c) All property dedicated to and accepted by any
governmental authority or public utility, including, without
limitation, public schools, pUblic streets and public parks, if
any;
(d) All real property not within a Unit or an
Unplatted Parcel which is part of the Master Drainage System; and
(e) All tracts identified as such on any Plat.
Section 8. Billing of Assessments by the Community
Association. In the event the Community Association bills the
District Association for the combined Assessments due the
Community Association with respect to Units and Unplatted Parcels
within the District as provided in the Community Declaration, the
District Association shall so notify the Owners by mailing,
pUblishing in a newspaper of local circulation, or posting on the
District Property, and such notice shall set forth the amount due
from each Owner and the due date for such payment. Such
Community Association Assessment shall be deemed an Assessment
and may be collected by the District Association in the same
manner as Assessments.

SectiQn 9. WQrking Capital CQntributiQn. In additiQn
tQ the assessments prQvided fQr in this Article VII, at the
clQsing Qf the initial sale of each Unit by the District
Declarant, a wQrking capital cQntributiQn in the amount of One
Hundred DQllars ($100.00) per unit shall be cQllected by District
Declarant from the purchaser thereQf and remitted tQ the District
AssQciatiQn at and as a part Qf each such sale.

ARTICLE VIII
General PrQvisiQns
SectiQn 1. Term. The CQvenants and restrictions Qf
this District DeclaratiQn shall run with and bind the District
PrQperty, and shall inure tQ the benefit Qf and shall be
enfQrceable by the District Declarant, CQmmunity Declarant,
District ASSQciatiQn, CQmmunity AssQciatiQn, Qr Owners, their
respective succeSSQrs and assigns, fQr a term Qf fQrty (40) years
frQm the date this District DeclaratiQn is recQrded in the Public
RecQrds Qf Brevard CQunty, FIQrida, after which time they shall
be autQmatically extended fQr successive periQds Qf ten (10)
years, unless an instrument in writing, signed by tWQ-thirds Qf
the then Owners, has been recorded within the year preceding the
beginning Qf each successive periQd Qf ten (10) years, agreeing
to change said CQvenants and restrictiQns, in whQle Qr in part,
Qr tQ terminate the same, in which case this District DeclaratiQn
shall be mQdified Qr terminated as specified therein.

SectiQn 2. Easements fQr Utilities and Other Services.
There is hereby reserved untQ District Declarant, SQ IQng as
District Declarant Qwns any prQperty which is subject tQ this
District DeclaratiQn Qr which under the terms Qf this District
DeclaratiQn CQuld be annexed tQ the District PrQperty, and its
designees fQr each Qf the follQwing (which may include, withQut
limitatiQn, Brevard CQunty, FIQrida, any Qther gQvernmental
entity Qr any utility service prQvider), blanket non-exclusive
easements upQn, acrQss, Qver, and under all Qf the CommQn Area,
all Tracts identified as such Qn any Plat, and, tQ the extent
shQwn Qn the Plat, Qver other pQrtiQns Qf the District PrQperty,
fQr ingress, egress, installing, replacing, repairing and
maintaining cable televisiQn systems, master televisiQn antenna
systems, fiber Qptic lines, security and similar systems, rQads,
walkways, bicycle pathways, lakes, ponds, wetlands, drainage
systems, street lights, signage, and all utilities, including,
but nQt limited to, water, sewer, surface water management
systems, including the Master Drainage System, meter bQxes,
telephQnes, gas, and electricity! prQvided, the exercise Qf this
easement shall nQt unreasQnably interfere with the use Qf any
Unit Qr Unplatted Parcel and, except in an emergency, entry intQ
any Unit Qr Unplatted Parcel shall be made Qnly after reasQnable
notice tQ the Owner Qr Qccupant thereQf. Such reservatiQn shall
be subject tQ any specific apprQval right Qf the CQmmunity
Declarant that may be required by the CQmmunity DeclaratiQn.
time period within which to cure such noncompliance as further
provided in the Bylaws, with each day during which such
noncompliance continues being considered a separate violation of
the terms hereof. Such penalties shall be due and payable upon
imposition and shall be secured, collected and otherwise treated
in the same manner as Assessments. The Community Association or
Community Declarant shall have the right, but not the obligation,
to take all actions that the District Association or District
Declarant might otherwise take under the provisions of this
District Declaration, including the right to enforce the terms of
the District Declaration. Costs, expenses and reasonable
attorneys and paralegals, fees, whether suit be brought or not,
including those resulting at all trial and appellate levels,
incurred by the prevailing party in any action to enforce any
provision of this District Declaration or to seek such other
relief as may be available as a result of a breach of such
covenants, conditions, restrictions and other provisions of the
District Declaration, the Articles of Incorporation, Bylaws, and
rules and regulations of the District Association, and any
similar associated documents thereunder, or deed restrictions on
the District Property, including without limitation actions to
recover sums due for damages or actions for injunctive relief,
shall be the personal obligation of the non-prevailing party.

Section 5. Indemnification. The District Association
shall indemnify every officer, director, committee member and
employee of the District Association against any and all costs
and expenses, including reasonable attorneys, and paralegals,
fees, reasonably incurred by or imposed upon such officer,
director, committee member or employee in connection with any
action, suit, or other proceeding, or appeal therefrom, (including
settlement of any suit or proceeding, if approved by the then
Board of Directors) to which he may be a party by reason of being
or having been an officer, director, committee member or employee
of the District Association. Such officers, directors, committee
members and employees shall not be liable for any mistake of
judgment, negligent or otherwise, except for their own individual
willful misfeasance, malfeasance, misconduct, or bad faith. The
officers and directors of the District Association shall have no
personal liability with respect to any contract or other commitment
made by them, in good faith, on behalf of the District
Association (except to the extent they may also be members of the
District Association), and the District Association shall indemnify
and forever hold each such officer and director free and
harmless against any and all liability to others on account of
any such contract or commitment. Any right to indemnification
provided for herein shall not be exclusive of any other rights to
which any such officer, director, committee member, or employee,
or former officer, director, committee member or employee may be
entitled. The District Association shall, as a Common Expense,
maintain adequate general liability and officers, and directors,
liability insurance to fund this obligation, if such insurance is
reasonably available.
Section 3. Future EasemenJ:;E. There is hereby reserved
to District Declarant, together with the right to grant and
transfer the same, the right, power and privilege to, at any time
hereafter, grant to itself, the District Association, Brevard
County or any other parties such other further and additional
easements as may be reasonably necessary or desirable, in the
sole opinion and within the sale discretion of District
Declarant, for the future orderly development of the Auburn Lakes
Residential District in accordance with the objects and purposes
set forth in this District Declaration. It is expressly
provided, however, that no such further or additional easement
shall be granted or created over and upon any Unit or Unplatted
Parcel pursuant to the provisions of this Section if any such
easement shall unreasonably interfere with the presently
contemplated or future use and development of that particular
Unit or Unplatted Parcel. The easements contemplated by this
Section may include, without limitation, such easements as may be
required for utility, drainage, road right-of-way, signage and
other purposes reasonably related to the orderly development of
the Auburn Lakes Residential District in accordance with the
objects and purposes specified in this District Declaration.
Such further or additional easements may be hereafter created,
granted or reserved by District Declarant without the necessity
for the consent Or joinder of the Owner of the particular portion
of the District Property over which such further or additional
easement is granted or required, provided however, such creation,
grant Or reservation shall be subject to any approval of the
Community Declarant that may be required by the Community
Declaration.

Section 4. Enforcement. Every Owner and every
occupant of a Unit or Unplatted Parcel, and every guest or
invitee of any such person, shall comply strictly with the
covenants, conditions, and restrictions set forth in the District
Declaration and associated documents, and in the deed to the Unit
or Unplatted Parcel, if any. The District Association, Community
Association, Community Declarant, District Declarant, or an Owner
shall have the right individually, collectively or in any
combination to enforce the covenants, conditions, restrictions
and other provisions of this District Declaration or seek such
other relief as may be available as a result of a breach of such
covenants, conditions, restrictions and other provisions of the
District Declaration, by any proceeding at law or in equity.
Failure to enforce any such provision shall in no event be deemed
a waiver of the right to do so thereafter. The right to enforce
the District Declaration shall include, without limitation, an
action to recover sums due for damages or an action for injunctive
relief, or both, maintainable by the District Association,
Community Association, Community Declarant, District Declarant,
or an Owner. In addition, the District Association or the
Community Association may impose per diem penalties for failure
to comply with this District Declaration and associated documents
after notice of such noncompliance and the elapsing of a stated
Section 6, Litigation. During the Class B Control
Period, no judicial or administrative proceeding shall be
commenced or prosecuted by the District Association unless
approved by a majority of the Board of Directors. Thereafter, no
judicial or administrative proceeding shall be commenced or
prosecuted by the District Association unless approved by a vote
of seventy-five percent (75%) of the Board of Directors. This
Section shall not apply, however, to (a) actions brought by the
District Association to enforce the provisions of this District
Declaration or associated documents, or such other relief as may
be available as a result of a breach of such covenants, conditions,
restrictions and other provisions of the District Declaration
or associated documents, or under any deed restrictions
imposed on Units or Unplatted parcels or other portions of the
District Property, which shall include, without limitation,
actions to recover sums due for damages or actions for injunctive
relief (including, without limitation, the foreclosure of liens),

(b) the imposition and collection of Assessments as provided in
Article VII hereof or in the Community Declaration, (c) proceedings
involving challenges to ad valorem taxation, or (d) counterclaims
brought by the District Association in proceedings
instituted against it. (This Section shall not apply to the
undertaking of any defense of the District Association in
proceedings instituted against it.) This Section shall not be
amended unless SUCll amendment is made by the District Declarant
or after the Class B Control Period, is approved by the percentage
votes and pursuant to the same procedures necessary to
institute proceedings as provided above.
~i~.
Cum1l1ati .ve Effect, Conflict. The covenants,
restrictions, and provisions of this District Declaration
shall be cumulative with those of (i) the Community Declaration
and associated documents thereunder, and (ii) any deed restrictions;
and the District Association may, but shall not be
required to, enforce those documents described in (i) and (ii);
provided, however, in the event of conflict between or among such
covenants and restrictions, and provisions of any articles of
incorporation, bylaws, rules and regulations, policies, or
practices adopted or carried out pursuant thereto, those of the
District Declaration and the District Association or any deed
restrictions shall be subject and subordinate to those of the
Community Declaration and the Community Association. The foregoing
priorities shall apply, but not be limited to, the liens
for Assessments created in favor of the Community Association.

Section 8. Severability. Invalidation of anyone of
the covenants or restrictions contained in the District
Declaration by judgment or court order shall in no way affect the
validity of any other provisions contained in the District
Declaration, which shall remain in full force and effect.

Section 9. Easements of Encroachment. There shall be
reciprocal appurtenant easements of encroachment for so long as
such encroachment shall exist due to the unintentional placement
of improvements as a result of minor inaccuracies in surveying,
construction or reconstruction, or settling or shifting of the
improvements constructed, reconstructed, or altered thereon (in
accordance with the terms of the Community Declaration and the
District Declaration) .

Section 10. Development and Construction by District
Declarant. Nothing set forth in this District Declaration shall
be deemed, either expressly or impliedly, to limit the right of
District Declarant to change, alter or amend its development plan
or plans for the District Property or the Development Order or
Development Approvals, subject to the terms and conditions of the
Community Declaration, or to construct such improvements as the
District Declarant deems advisable prior to the completion of the
development of all of the District Property. District Declarant
reserves the right to alter its development and construction
plans and designs as it deems appropriate from time to time.
Nothing in this District Declaration shall be construed to
require District Declarant, its successors in interest or assigns
to develop any of the District Property, or to develop it in any
manner whatsoever.

Section 11. £::Qnstruction Activity by District
Declarant. Notwithstanding anything to the contrary set forth
herein, Owners of Units and Unplatted Parcels (and owners of any
other portion of the District property) acknowledge that District
Declarant may undertake certain construction or related activities
for the purpose of marketing, sale, development and improvement
of the District Property or portions thereof. As a result,
certain portions of the District Property may experience disturbance
or inconvenience from time to time from such activities,
however no Owner (or owner of any other portion of the District
Property) shall be entitled to seek relief against the District
Declarant for any reason related thereto.

Section 12. Community Association Empowered to Enforce
District Declaration. The Community Association is hereby
authorized and empowered, but shall not be obligated so to act,
to enforce the covenants, conditions and restrictions of the
District Declaration or deed restrictions pertaining to the
District Property, and shall have a reasonable right of entry for
purposes thereof, provided however, the Community Association
shall so notify the owner of such portion of the District
Property in noncompliance, at its last known address, of such
noncompliance. The Community Association shall also have the
right to exercise any other rights granted to the District
Association under the terms and conditions of this District
Declaration, the Bylaws and the Articles of Incorporation. Any
costs, expenses, reasonable attorneys’ and paralegals’ fees (as
well as a fifteen percent (15%) administrative overhead factor)
incurred by the Community Association as provided hereunder shall
be deemed a Special Assessment under Section 3 of Article VIII of
the Community Declaration against such portion of the District
Property in noncompliance, and shall be subject to collection and
such other terms as provided therein and in Article VIII of the
Community Declaration.

Section 13. Wildlife, Wetland Programs and Other
Components of Development Order. The Community Declarant,
District Declarant, Community Association or District
Association, may in the future implement wildlife or wetland
programs or other components of the Development Order, and this
District Declaration may be amended by District Declarant,
without the joinder or consent of any Person being required, for
the purpose of defining and implementin~
such programs, and if
deemed appropriate by District Declarant, for the purpose of
defining certain responsibilities and obligations of the
Community Association, District, District Association, District
Property or portions thereof, and Owners in regard thereto. BY
ACCEPTANCE OF A DEED, EACH OWNER ACKNOWLEDGES THE CONSERVATION
AREAS MAY CONTAIN WILDLIFE, SUCH AS ALLIGATORS, RACOONS, SNAKES,
DUCKS, DEER, SWINE, TURKEY AND FOXES. COMMUNITY DECLARANT,
DISTRICT DECLARANT, COMMUNITY ASSOCIATION AND THE COMMUNITY
DEVELOPMENT DISTRICT SHALL HAVE NO RESPONSIBILITY FOR MONITORING
SUCH WILDLIFE EXCEPT AS MAY BE REQUIRED UNDER THE DEVELOPMENT
ORDER, AND THEY HAVE NO RESPONSIBILITY TO NOTIFY OWNERS OR OTHER
PERSONS OF THE PRESENCE OF SUCH WILDLIFE. EACH OWNER, AND THEIR
FAMILIES, GUESTS AND OTHER INVITEES, ARE RESPONSIBLE FOR THEIR
OWN SAFETY.

Section 14. ARC Approval. As provided in Article V of
the Community Declaration, Units and Unplatted Parcels are subject
to certain restrictions and must obtain certain approvals in
respect to improvements, alterations or other modifications to be
made thereto. Owners of Units or Unplatted Parcels shall be
responsible for complying in all respects with the Community
Declaration, including without limitation the architectural
review process provided for in Article V of the Community
Declaration.

ARTICLE IX
Declarant’s Rights
Section 1. Assignment of Rights. Any or all of the
obligations of District Declarant may be transferred to other
Persons including, without limitation, the District Association,
provided that the transfer shall not reduce an obligation nor
enlarge a right beyond that contained herein; provided further,
no such transfer shall be effective unless it is in a written
instrument signed by District Declarant and duly recorded in the
public records of Brevard County, Florida.

Section 2. Development Activities. Notwithstanding
any provisions contained in the District Declaration or related
documents to the contrary, it shall be expressly permissible for
District Declarant, its sales agents, sales representatives,
contractors and other designees to maintain and carryon upon
portions of the Common Area, Units, Unplatted Parcels, or other
portions of the District Property owned by District Declarant,
such facilities and activities as, in the sole opinion of
District Declarant, may be reasonably required, convenient or
incidental to the construction or sale of Units or Unplatted
Parcels, including, but not limited to, business offices, signs,
model units, and sales offices, and siting of construction
trailers, construction equipment and materials thereon, and
District Declarant, its sales agents, sales representatives,
contractors and other designees shall have an easement for access
to and use for such purposes and of such facilities.

Section 3. Approval of Additional Covenants and Plats
of the District Property. So long as District Declarant continues
to have rights under this Article, no Person shall record
any plat, declaration of covenants, conditions and restrictions,
or declaration of condominium or similar instrument, affecting
any portion of the District Property owned by such Person without
District Declarant’s review and written consent thereto, and any
attempted recordation without compliance herewith shall result in
such plat, declaration of covenants, conditions and restrictions,
or declaration of condominium or similar instrument, being void
and of no force and effect unless subsequently approved by
recorded consent signed by District Declarant.

Section 4. Amendment. This Article may not be amended
without the express written consent of District Declarant; provided,
however, the rights contained in this Article shall
terminate upon the earlier of (a) twenty-five (25) years from the
date this District Declaration is recorded in the public records
of Brevard County, Florida, or (b) upon recording by District
Declarant of a written statement that all sales activity of
District Declarant has ceased.

ARTICLE X
Amendment
During the Class B Control Period, the District
Declarant reserves the right to amend this District Declaration
unilaterally at any time, without prior notice and without the
consent of any Person, for any purpose including, without
limitation, withdrawal of certain portions of the District
Property then owned by District Declarant or its affiliates from
the provisions of this Declaration or a change in the uses
permitted for the District Property under this District
Declaration, by recordation of an amendment in the public records
of Brevard County, Florida. Any such amendment by the District
Declarant shall be consistent with the general development plan
for the District Property set forth in this District Declaration,
and with the Development Order of the Properties issued by
Brevard County, Florida. Covenants and restrictions consistent
with the general plan of development may include, without
limitation, requirements for insurance and repair of the Common
Area and Units or unplatted Parcels, rights and obligations in
respect to condemnation, rights and obligations of the District
Association, including the right to promulgate rules and
regulations (including without limitation liens), and providing
enforcement powers, and reservation of additional easements over
the District Property. This District Declaration may be amended
by a majority of the Board of Directors adopting a resolution
setting forth the proposed amendment, if such proposed amendment
is approved by the affirmative vote (in person or by proxy) or
written consent, or any combination thereof, of two-thirds of the
total votes of the District Association. However, the percentage
of votes necessary to amend a specific clause shall not be less
than the prescribed percentage of affirmative votes required for
action to be taken under that clause. Any amendment of the
District Declaration shall be recorded in the Public Records of
Brevard County, Florida. Notwithstanding the foregoing, any such
amendment shall require the prior written approval of the
Community Declarant. Notwithstanding anything to the contrary
set forth herein, the District Declarant may unilaterally amend
this District Declaration at any time pursuant to Article VI or
to include any provisions which may be required by the Federal
National Mortgage Association, the Federal Home Loan Mortgage
Corporation, the Veterans Administration, the Department of
Housing and Urban Development, or any other federal, state or
local governmental entity, agency, or authority.

If an Owner consents to the amendment of this District
Declaration, it will be conclusively presumed that such Owner has
the authority so to consent and no contrary provision in any
Mortgage or contract between the Owner and a third party will
affect the validity of such amendment.

No amendment shall remove, revoke or modify any right
or privilege of District Declarant, Community Declarant,
Community Association or District Association without the written
consent of such party or the assignee of such party’s right or
privilege. No amendment may impair the validity or priority of
the lien of any Mortgage held by any Mortgagee or impair the
rights granted to Mortgagees herein without the prior written
consent of such Mortgagees.

By acceptance of a deed of conveyance to a Unit or
Unplatted Parcel or other portion of the District Property, each
Owner thereof thereby gives it.s full, irrevocable and unqualified
consent on behalf of itself, its mortgagees, and its successorsin-
title to the amendment of this District Declaration in the
manner provided i.n this Article.
The foregoing enumeration of powers shall not limit or
restrict in any manner the exercise of other and further rights and
powers which may now or hereafter be allowed or permitted by law;
and the powers specified in each of the paragraphs of this Article
VI are independent powers, not to be restricted by reference to or
inference from the terms of any other paragraph or provisions of
this Article VI.

ARTTCLE VII

MEMBERSHIP

7.1 Membership. Each Owner, including the District
Declarant, shall be a member of the Association. No Owner, whether
one (1) or more Persons, shall have more than one (1) membership
per Unit or Unplatted Parcel owned. Any person or entity who holds
any interest merely as a security for the performance of any
obligation shall not be a member. The District Association
membership of each Owner shall be appurtenant to the Unit or
Unplatted Parcel giving rise to such membership, and shall not be
transferred except upon the transfer of title to said Unit or
Unplatted Parcel and then only to the transferee of title thereto.
Any prohibited separate transfer shall be void. Any transfer of
title shall operate automatically to transfer the membership in the
District Association appurtenant thereto to the new Owner thereof.
The membership of an Owner shall not be refused, waived or
surrendered, but voting rights and rights of use and enjoyment of
the Common Area may be regulated or suspended as provided in these
Articles of Incorporation, the District Declaration, the Bylaws and
the rules and regulations of the District Association.
7.2 Jurisdiction of District Association. The District
Association and each member thereof must accept as members those
owners subject to the jurisdiction of the District Association as
provided in the District Declaration.
ARTICLE VIII
VOTING RIGHTS
8.1 Voting Rights. The voting
District Association shall be as set
Declaration and Bylaws, as the same may
time.
rights of membeforth in the
be amended from
rs in the
District
time to
8.2 Multiple Owners. Each vote in the District

Association must be cast as a single vote, and fractional votes
shall not be allowed. In the event that joint or multiple Owners
are unable to agree among themselves as to how their vote or votes
shall be cast, they shall lose their right to vote on the matter in
question. If any Owner or Owners cast a vote on behalf of a
particular Unit or Unplatted Parcel, it shall thereafter be
conclusively presumed for all purposes that he was or they were
acting with the authority and consent of all other Owners thereof.
In the event more than the appropriate number of votes are cast for
a particular Unit or Unplatted Parcel, none of said votes shall be
counted and said votes shall be deemed void.

ARTICLE IX

BQARD OF DIRECTORS

The business and affairs of the District Association
shall be managed by a Board of Directors. The initial Board of
Directors shall be comprised of three (3) members, but may be
enlarged by a majority of the Board of Directors to as many as five

(5) members during the Class B Control Period. Thereafter the
number of directors on the Board of Directors may be no less than
three (3) members and may be increased upon approval of a majority
of the members, provided that there shall always be an odd number
of directorships created. Anything in these Articles to the
contrary notwithstanding, during the Class B Control Period the
Declarant shall be entitled to designate the members of the Board
of Directors of the District Association. The names and addresses
of persons who are to act
appointment or election of
Articles and the Bylaws are:
in
their
the capacity
successors
of director
pursuant to
until
these
Address.
Judith C. John 7380 Murrell Road, Suite 201
Viera, Florida 32940
Nandra R. Ramnarine 7380 Murrell Road, Suite 201
Viera, Florida 32940
Paul J. Martell 7380 Murrell Road, Suite 201
Viera, Florida 32940
Within thirty (30) days after termination of the Class B

Control Period, the members shall elect all directors of the Board
of Directors for staggered terms as provided in the Bylaws. The
method of election and term of office, removal and filling of
vacancies of the Board of Directors shall be as set forth in the
Bylaws.

The Board of Directors may delegate such operating
authority to such companies, individuals or committees as it, in
its discretion, may determine.
ARTICLE X
OFFICERS

The affairs of the District Association shall be
administered by the officers designated in the Bylaws. The
officers shall be elected by the Board of Directors at the first
meeting, and they shall serve at the pleasure of the Board of
Directors. The names and addresses of the officers who shall serve
until their successors are designated by the Board of Directors are

as follows:
QUj ce Address
President Judith C. John 7380 Murrell Road, Suite 201
Viera, FL 32940
Vice President Nandra R. Ramnarine 7380 Murrell Road, Suite 201
and Secretary Viera, FL 32940
Treasurer Paul J. Martell 7380 Murrell Road, Suite 201
Viera, FL 32940
ARTICLE XI
INDEMNIFICATION

The District Association shall indemnify every officer,
director, committee member and employee of the District Association
against any and all costs and expenses, including reasonable
attorneys’ and paralegals’ fees, reasonably incurred by or imposed
upon such officer, director, committee member or employee in
connection with any action, suit, or other proceeding (including
settlement of any suit or proceeding, if approved by the then Board
‘of Directors) to which he may be a party by reason of being or

having been an officer, director, committee member or employee of
the District Association. Such officers, directors, committee
members and employees shall not be liable for any mistake of
jUdgment, negligent or otherwise, except for their own individual
willful misfeasance, malfeasance, misconduct, or bad faith. The
officers and directors of the District Association shall have no
personal liability with respect to any contract or other commitment
made by them, in good faith, on behalf of the District Association
(except to the extent they may also be members of the District
Association), and the District Association shall indemnify and
forever hold each such officer and director free and harmless
against any and all liability to others on account of any such
contract or commitment. Any right to indemnification provided for
herein shall not be exclusive of any other rights to which any
officer, director, committee member, or employee, or former
officer, director, committee member or employee may be entitled.
The District Association shall, as a Common Expense, maintain
adequate general liability and officers’ and directors’ liability
insurance to fund this obligation, if such insurance is reasonably
available.

ARTICLE XII

BYLAWS

The Bylaws of the District Association shall be adopted
by the Board of Directors and may be altered, amended or rescinded
in the manner provided by the Bylaws.

ARTICLE XIII

AMENDMENTS

These Articles may be amended by a majority of the Board
of Directors adopting a resolution setting forth the proposed
amendment, if such proposed amendment is approved by the
affirmative vote (in person or by proxy) or written consent, or any
combination thereof, of at least a majority of the total votes of
the District Association. However, the percentage of votes
necessary to amend a specific clause shall not be less than the
prescribed percentage of affirmative votes required for action to
be taken under that clause. No amendment shall be effective until
filed with the office of the Secretary of State of Florida. A
certified copy of each amendment shall be recorded in the Public
Records of Brevard County, Florida. Notwithstanding anything to
the contrary set forth herein, the District Declarant may
unilaterally amend these Articles at any time to include any
provisions which may be required by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the
Veterans Administration, and the Department of Housing and Urban
Development.

No amendment may remove, revoke, or modify any right or
privilege of District Declarant or the Class “B” member without the
written consent of District Declarant or the Class “B” member
as appropriate, or the assignee of such right or privilege. No
amendment may impair the validity or priority of the lien of any
Mortgage held by a Mortgagee or impair the rights granted to
Mortgagees herein without the prior written consent of such
Mortgagees.

ARTICLE XIV

INCORPORATOR

The name and address of the Incorporator of the District
Association is as follows:
Address

Jay A. Decator, III
7380 Murrell Road, Suite 201
Viera, Florida 32940

ARTICLE XV

NONSTOCK CORPORATION

The District Association is organized on a nonstock basis
and shall not issue shares of stock evidencing membership in the
District Association; provided, however, that membership in the
District Association may be evidenced by a certificate of
membership which shall contain a statement that the District
Association is a corporation not for profit.

ARTICLE XVI

DISSOLUTION

In the event the District Association is intentionally
dissolved for the purpose of winding up its affairs, then after the
claims of creditors of the District Association have been satisfied
from the assets of the District Association or otherwise, the
remaining assets of the District Association shall be dedicated to
a pUblic body or conveyed to a not-for-profit corporation, as
defined in Chapter 617, Florida Statutes, as amended, with similar
purposes, as the Board of Directors of the District Association
shall determine in their sole discretion.

ARTICLE XVII

ADDITIONAL PROPERTY

Additional property may be added from time to time to the
District Property in accordance with the District Declaration.
When made, the additions shall extend the jurisdiction, functions,
duties and membership of the District Association to such
additional property as may be contemplated by the District
Declaration.

The District Association and each member must accept as
members the Owners of all Units or Unplatted Parcels in the
District Property where the instrument hereafter annexing
additional property to the jurisdiction of the District Association
provides that the Owners of Units or Unplatted Parcels in the
property annexed to the District Property are intended to be
members of the District Association and that the District
Association is intended to have jurisdiction over them.
IN WITNESS \I/HEREOF, the undersigned Incorporator has
caused these presents to be executed as of the day of

_________, 2002.
WITNESSES

(Print Name)
Jay A. Decator, III

(Print Name)
Address: 7380 Murrell Rd., Ste. 201
Viera, Florida 32940
STATE OF FLORIDA

COUNTY OF BREVARD

The foregoing instrument was acknowledged before me on the
day of , 2002 by Jay A. Decator, III. Said

person is known to me.

Signature of Person Taking

(NOTARY SEAL)
Acknowledgment
Print Name:
Title: Notary Public
Serial No. (if any)
Commission Expires:
CERTIFICATE DESIGNATING REGISTERED AGENT FOR
SERVICE OF PROCESS
Pursuant to Chapters 48 and 617, Florida Statutes, the
following is sUbmitted in compliance with said Acts.

AUBURN LAKES DISTRICT ASSOCIATION, INC., desiring to organize
as a corporation under the laws of the State of Florida, with its
registered office at 7380 Murrell Road, Suite 201, Viera, Florida
32940, has named Jay A. Decator, III, located at the above
registered office, as its Registered Agent to accept service of
process within this State.

ACCEPTANCE OF REGISTERED AGENT

HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF
PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN
THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED
AGENT AND AGREE TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY
WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE PROPER AND
COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND
ACCEPT THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.

Jay A. Decator, III
Registered Agent

Date:

BYLAWS OF
AUBURN LAKES DISTRICT ASSOCIATION, INC.

ARTICLE I -NAME,

Section 1.
Section 2.
Section 3.
Section 4.

TABI,E OF CONTENTS

PRINCIPAL OFFICE, AND DEFINITIONS

II Name II ••••••••••••••••••••••••••••••• 1
“Principal Office” . 1
“Definitions” , ‘” . 1
“Corporate Seal” . 1

ARTICLE II -DISTRICT ASSOCIATION: MEMBERSHIP, MEETING,
QUORUM, VOTING, PROXIES

Section l.
Section 2 .
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.

Section 10.
Section 11.

Section 12.
Section 13.
Section 14.
Section 15.
Section 16.

ARTICLE III -BOARD

Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.

“Membership”……………………. 1
“Place of Meetings”……………… 2
“Annual Meetings”…………. . . . . . . . 2
“SpecialMeetings”………………. 2
“NoticeofMeetings”…………….. 2
“Waiver of Notice”………………. 2
“Adjournment of Meetings”………… 3
“Voting”….. ……… …………… 3
“Designation of Voting
Representative……………….. 3
“Approval or Disapproval of Matters.. 4
“Restraint Upon Assignment of
SharesinAssets………………. 4
I1Proxies”………………………. 4
“Majority”……………………… 4
“Quorum”……………………….. 4
“ConductofMeetings”……………. 5
“Action Without AMeeting”……….. 5
OF DIRECTORS: NUMBER, POWERS, MEETINGS

“Governing Body; Composition” . 5
“Directors During Class “B” Control”. 5
“Number of Directors” . 5
“Nomination of Directors” . 6
“Election and Term of Office . 6
“Removal of Directors and Vacancies”. 6
“Organizational Meetings” . 7
“Regular Meetings” . 7
“Special Meetings” . 7
“Waiver of Notice” . 8
“Quorum of Board of Directors” . 8
“Compensation” . 8
“Conduct of Meetings” . 8
“Open Meetings” . 9
“Action Without a Formal Meeting” . 9
Section 16. “Powers” ” …. .. .. …….. 9
Section 17. “Management Agent”………………. 11
Section 18. “Accounts and Reports”…………… 12
Section 19. “Borrowing”…………………….. 12
Section 20. “Rights of the District

Association”………………….. 13
Section 21. “Enforcement” ….. , .. . .. . . . .. . . . . 13

ARTICLE IV -OFFICERS

Section 1. “Officers”.. .. .. … . .. ….. .. . .. . . . .. 15
Section 2. “Election, Term of Office, and
Vacancies”……………………. 15
Section 3. “Removal”………………………. 15
Section 4. “Powers and Duties”……………… 15
Section 5. “Resignation”…………………… 15
Section 6. “Agreements, Contracts, Deeds,
Leases, Checks”……………….. 15

ARTICLE V -COMMITTEES

Section 1. ·’General” . 16
Section 2. “Covenants Committee” . 16
Section 3. “Due Process Committee” . 16

ARTICLE VI -INDEMNIFICATION 16

ARTICLE VII -MISCELLANEOUS
Section 1. “Fiscal year”…………………… 17
Section2. “ParliamentaryRules”……………. 17
Section3. “Conflicts”…….. ……………… 17
Section4. “Books andRecords”……………… 17
Section5. “Notices”………………………. 18
Section 6. “Amendment”…………………….. 18

BYLAWS OF
AUBURN LAKES DISTRICT ASSOCIATION, INC.
Article I
Name. Principal Office. and Definitions
Section 1. Name. The name of the District Association shall
be AUBURN LAKES DISTRICT ASSOCIATION, INC. (“District

Association” )

Section 2. Principal Office. The principal office of the
District Association in the State of Florida shall be located in
Brevard County. The District Association may have such other
offices, either within or outside the State of Florida, as the
Board of Directors may determine or as the affairs of the District
Association may require.

Section 3. Definitions. The words used in these Bylaws shall
have the same meaning as set forth in the Declaration of Covenants,
Conditions, Easements, Reservations and Restrictions for Auburn
Lakes Residential District, recorded or to be recorded in the
public records of Brevard County, Florida, as supplemented,
restated, renewed, extended or amended, from time to time

(“District Declaration”), unless the context shall otherwise
require.

Section 4. Corporate Seal. The seal of the corporation shall
bear the name of the District Association, the word “Florida”, and
the year of incorporation.

Article II

District Association:
Membership. Meeting. Onorum. Voting. Proxies

Section 1. Membership. The District Association shall have
two (2) classes of membership, Class “A” and Class “B”, as more
fully set forth in the District Declaration, the terms of which
pertaining to membership are specifically incorporated herein by
reference. Meetings of the District Association shall be of the
members of the District Association and the members shall cast
their votes as provided in the District Declaration on those
matters requiring a vote of the membership of the District
Association. Notwithstanding the foregoing, as to all matters
pertaining to the Community Association related to voting by the
District, the Voting Member of the District as defined in the
District Declaration shall be responsible for casting all votes of
the membership of the District Association on all matters requiring
the vote of the membership of the District Association,
unless otherwise expressly specified in the Community Declaration
or the Bylaws of the Community Association. Such Voting Member
shall be entitled to exercise such votes as he in his discretion,
deems appropriate. OR

Section 2. Place of Meetings. Meetings of the District
Association shall be held at the principal office of the District
Association or at such other suitable place convenient to the
members as may be designated by the Board of Directors either
within the District Property or as convenient thereto as possible
and practical.

Section 3. Annual Meetings. Annual meetings of the District
Association shall be set by the Board of Directors from time to
time, provided the first meeting of the District Association occurs
no earlier than one year after the District Association is
incorporated. The election of directors, if one is required to be
held, shall be held at, or in conjunction with, the annual meeting.

Section 4. Special Meetings. The President may call special
meetings. In addition, it shall be the duty of the President to
call a special meeting of the District Association if so directed
by resolution of a majority of a quorum of the Board of Directors.
In addition, after the Class “B” Control Period has terminated, it
shall be the duty of the President to call a special meeting of the
District Association if a petition is signed by members
representing at least ten percent (10%) of the total votes of the
District Association requesting a special meeting. The notice of
any special meeting shall state the date, time and place of such
meeting and the purpose thereof. No business shall be transacted
at a special meeting except as stated in the notice.

Section 5. Notice of Meetings. Written or printed notice
stating the time and place of any meeting of the members shall be
published in such a manner as is reasonably calculated to provide
such notice to each member at least forty-eight (48) hours in
advance of any meeting, but in no event shall such publication
provide less notice than that required by Florida Statute #617.306
(1999), as amended from time to time. When required by statute or
these Bylaws, the purpose or purposes for which the meeting is
called shall be stated in the notice.

If mailed, the notice of a meeting shall be deemed to be
delivered when deposited in the United States mail addressed to the
member at his address as it appears on the records of the District
Association, with postage thereon prepaid.

Section 6. Waiver of Notice. Waiver of notice of a meeting
of the members shall be deemed the equivalent of proper notice.
Any members may, in writing, waive notice of any meeting of the
members, either before or after such meeting. Attendance at a
meeting by a member shall be deemed a waiver by such member of
notice of the time, date and place thereof and of the business
transacted thereat (if notice of same is required by statute or by
these Bylaws), unless such member specifically objects to lack of
proper notice at the time the meeting is called to order, or in the
case where the business transacted thereat is required to be
contained in the notice, such member specifically objects to proper
notice before such business is put to a vote.

Section 7. Adjournment of Meetings. If any meeting of the
District Association cannot be held because a quorum is not
present, a majority of the members who are present at such meeting,
either in person or by proxy, may adjourn the meeting to a time not
less than five (5) nor more than thirty (30) days from the time the
original meeting was called. At the reconvened meeting, if a
quorum is present, any business which might have been transacted at
the meeting originally called may be transacted. If a time and
place for reconvening the meeting is not fixed by those in
attendance at the original meeting or if for any reason a new date
is fixed for reconvening the meeting after adjournment, notice of
the time and place for reconvening the meeting shall be given to
members in the manner prescribed for regular meetings.

The members present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough members to leave less than
a quorum, provided that members or their proxies representing at
least fifteen percent (15%) of the total votes of the District
Association remain in attendance, and provided further that any
action taken is approved by members or their proxies representing
at least a majority of the number of votes of the District
Association required to constitute a quorum.

Section 8. Voting. The voting rights of the members shall be
as set forth in the District Declaration as supplemented and
amended from time to time, and such voting rights provisions are
specifically incorporated herein.

Section 9. Designation of Voting Representative. If a Unit
or Unplatted Parcel is owned by one person or entity, its rights to
vote shall be established by the record title to the Unit or
Unplatted Parcel. If a Unit or Unplatted Parcel is owned by more
than one person or entity, the person entitled to cast the votes
for the Unit or Unplatted Parcel shall be designated by a
certificate signed by all of the record Owners (as defined in the
District Declaration) of the Unit or Unplatted Parcel and filed
with the Secretary of the District Association. If a Unit or
Unplatted Parcel is owned by a general or limited partnership, the
person entitled to cast the votes for the Unit or Unplatted Parcel
shall be designated by a certificate of appointment signed by one
of the general partners and filed with the Secretary of the
District Association. If a Unit or Unplatted Parcel is owned by a
corporation, the person entitled to cast the votes for the Unit or
Unplatted Parcel shall be designated by a certificate of

appointment signed by the president or vice president of the
corporation and filed with the Secretary of the District
Association. If a Unit or Unplatted Parcel is owned in trust, the
person entitled to vote for the Unit or Unplatted Parcel shall be
designated by a certificate of appointment signed by the trustee of
record for the trust and filed with the Secretary of the District
Association. Such certificates shall be valid until revoked or
until superseded by a subsequent certificate or until a change in
the ownership of the Unit or Unplatted Parcel concerned. A
certificate designating the person entitled to cast the votes of a
Unit or Unplatted Parcel may be revoked in writing by any Owner
thereof; provided, however, that no Unit or Unplatted Parcel shall
vote in excess of the voting rights allocated to that Unit or
Unplatted Parcel in the District Declaration.

Section 10. Approval
or Disappproval of Matters. Whenever the
decision of an Owner is required upon any matter, whether or not
the subject of a District Association meeting, such decision shall
be expressed by the same person who would cast the votes of such
Owner if at a District Association meeting, unless the joinder of
record Owners is specifically required by the District Declaration,
the Articles of Incorporation of the District Association or these
Bylaws.

Section 11. Restraint Upon
Assignment of Shares in Assets.
The share of a member in the funds and assets of the District
Association cannot be assigned, hypothecated or transferred in any
manner except as an appurtenance to that member’s Unit or Unplatted
Parcel.

Section 12. Proxies. A member may authorize another person
to act for him by proxy. Such proxy must be executed in accordance
with, and shall be subject to the limitations set forth in, Florida
Statutes §617. 0721 (2001), as amended from time to time. Every
proxy shall be revocable at the pleasure of the member executing it
and shall expire upon the transfer of title to the Unit or
Unplatted Parcel giving rise to the voting rights to which the
proxy pertains. The authority of the holder of a proxy to act
shall not be revoked by the incompetence or death of the member who
executed the proxy unless, before the authority is exercised,
written notice of an adjudication of such incompetence or of such
death is received by the District Association officer responsible
for maintaining the list of members.

Section 13. Majority. As used in these Bylaws, the term
“majority” shall mean those votes, owners, or other group as the
context may indicate totaling more than fifty percent (50%) of the
total number.

Section 14. Ouorllill. Except as otherwise provided in these
Bylaws or in the District Declaration, the presence in person or by
proxy of the members representing thirty percent (30%) of the total
votes in the District Association shall constitute a quorum at all
meetings of the District Association. Any provision in the
District Declaration concerning quorums is specifically
incorporated herein.

Section 15. Conduct of Meetings. The President, or in his
absence the Vice President, shall preside over all meetings of the
District Association, and the Secretary shall keep the minutes of
the meeting and record in a minute book all resolutions adopted at
the meeting, as well a record of all transactions occurring at the
meeting.

Section 16. Action Without A Meeting. Any action required by
law to be taken at a meeting of the members or any action which may
be taken at a meeting of the members, may be taken without a
meeting if written consent setting fort.h the action so taken is
signed by all of the members entitled to vote with respect to the
subject matter thereof; and any such consent shall have the same
force and effect as a unanimous vote of the members.

Article III

Board of Directors: Number. Powers. Meetings

A. Composition and Selection.
Section 1. Governing Body: Composition. The affairs of the
District Association shall be governed by the Board of Directors,
each of whom shall have one (1) vote. Except with respect to
directors appointed by the District Declarant, the directors shall
be members or spouses of such members; provided, however, no person
and his or her spouse may serve on the Board of Directors at the
same time. In the case of a member which is a corporation,
partnership, or other legal entity, the person designated in
writing by certificate filed with the Secretary of the District
Association as the voting representative (pursuant to Article II,
Section 9 hereof) of such corporation, partnership or other legal
entity shall be eligible to serve as a director.

Section 2. Directors During Class “B” Control. During the
Class “B” Control Period (as defined in the District Declaration),
all members of the Board of Directors shall be appointed by the
District Declarant acting in its sale discretion and shall serve at
the pleasure of the District Declarant.

Section 3. Number of Directors. During the Class “B” Control
Period the number of directors on the Board of Directors shall be
not less than three (3) nor more than five (5). Thereafter the
number of directors on the Board of Directors may be increased upon
approval of a majority of the members, provided that there shall
always be an odd number of directors. The initial Board of
Directors shall consist of three (3) members appointed by the
District Declarant. The Declarant may appoint additional directors
in its sale discretion to the Board of Directors from time to time
to replace directors appointed by it, to fill vacancies of
directors appointed by it, or to fill additional positions on the
Board of Directors due to its expansion.

Section 4. Nomination of Directors. Except with respect to
directors entitled to be selected by the District Declarant as
provided in Section 3 of this Article, nominations for election of
directors to the Board of Directors shall be made by a Nominating
Committee. The Nominating Committee shall consist of a Chairman,
who shall be a member of the Board of Directors, and two (2) or
more members of the District Association appointed by the Board of
Directors. The Nominating Committee shall be appointed by the
Board of Directors not less than thirty (30) days prior to such
annual meeting of the members at which members other than the
District Declarant are entitled to elect members to the Board of
Directors. Members of the Nominating Committee shall serve a term
of one (1) year or until their successors are appointed. The
Nominating Committee shall make as many nominations for election to
the Board of Directors as it shall in its discretion determine, but
in no event less than the number of positions to be filled.
Nominations shall also be permitted from the floor. All candidates
shall have a reasonable opportunity to communicate their
qualifications to the members and to solicit votes.

Section 5. Election and Term of Office. Within thirty (30)
days after termination of the Class “B” Control Period, the
District Association shall call a special meeting at which the
members shall elect all directors of the Board of Directors. A
majority of the directors shall be elected to serve a term of two

(2) years, and the remaining directors shall be elected to serve a
term of one (1) year. Upon the expiration of the initial term of
office of each such director, a successor shall be elected to serve
a term of two (2) years. Thereafter, all directors shall be
elected to serve two (2) year terms.
At any election of directors by members, each member shall be
entitled to cast with respect to each vacancy to be filled on the
Board of Directors, as many votes as it is entitled to vote under
the terms of the District Declaration. There shall be no
cumulative voting. The candidates receiving the largest number of
votes shall be elected to fill the positions for which the election
is held. Directors elected by the members shall hold office until
their respective successors have been elected. Directors may be
elected to serve any number of consecutive terms.

Section 6. Removal of Directors and Vacancies. Except for
District Declarant-appointed directors, a director may be removed,
with or without cause, by the vote of a majority of the members.
Any director elected by members other than the District Declarant
whose removal is sought, shall be given notice prior to any meeting
called for that purpose. At such meeting as the director is
removed, a successor shall be elected by the members to fill the
vacancy for the remainder of the term of such director. Any
director appointed by the District Declarant may only be removed by
the District Declarant, in its sale discretion, and the District
Declarant shall be entitled to appoint a director to fill the
vacancy created.

Any director elected by the members who has three (3)
consecutive unexcused absences from Board of Directors meetings or
who is delinquent in the payment of any assessment or other charge
due the District Association for more than thirty (30) days may be
removed by a majority of the directors present at a regular or
special meeting at which a quorum is present, and a successor may
be appointed by the Board of Directors to fill the vacancy for the
remainder of the term. The foregoing shall not apply to directors
appointed by District Declarant to the Board of Directors.

Except in the case of directors appointed by District
Declarant, in the event of the death, disability or resignation of
a director, a vacancy may be declared by the Board of Directors,
and it may appoint a successor. Any director appointed by the
Board of Directors shall serve for the remainder of the term of the
director who vacated the position. In the event of death,
disability or resignation of a director appointed by the District
Declarant, the District Declarant shall be entitled to appoint a
director to fill the vacancy created, and such director shall serve
for the remainder of the term of the director who vacated the
position.

B. Meetings.
Section 7. Organizational Meetings. The first meeting of the
Board of Directors following each annual meeting of the District
Association shall be held within ten (10) days thereafter at such
time and place as shall be fixed by the Board of Directors.

Section 8. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place as shall be
determined from time to time by a majority of the directors.
Notice of the time and place of the meetings of the Board of
Directors shall be communicated to directors not less than fortyeight
(48) hours prior to the meeting; provided, however, notice of
a meeting need not be given to any director who has signed a waiver
of notice or a written consent to holding of the meeting.

Section 9. Special Meeti~.
Special meetings of the Board
of Directors shall be held when called by written notice signed by
the President or by any two (2) directors of the Board of Directors
if the Board of Directors is three members or by any three (3)
directors of the Board of Directors if the Board of Directors is
five menmers. The notice shall specify the time and place of the

meeting and the nature of any special business to be considered.
The notice shall be given to each director of the Board of
Directors by one of the following methods: (a) by personal
delivery; (b) written notice by first class mail, postage prepaid;

(c) by telephone communication, either directly to the director or
to a person at the director’s office or home who would reasonably
be expected to communicate such notice promptly to the director; or
(d) by telegram, telecopy, charges prepaid. All such notices shall
be given at the director’s telephone number or sent to the
director’s address as shown on the records of the District
Association. Notices shall be delivered at least forty-eight (48)
hours before the time set for the meeting.
Section 10. Waiver of Notice. The transactions of any
meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as though taken at a meeting duly
held after regular call and notice if (a) a quorum is present, and

(b) either before or after the meeting each of the directors not
present signs a written waiver of notice, a consent to holding the
meeting, or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. Notice of a
meeting shall also be deemed given to any director who attends the
meeting without protesting before or at its commencement about the
lack of adequate notice.
Section 11. Quorum of Board of Directors. At all meetings of
the Board of Directors, a majority of the directors shall
constitute a quorum for the transaction of business, and the votes
of a majority of the directors present at a meeting at which a
quorum is present shall constitute the decision of the Board of
Directors. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority
of the required quorum for that meeting. If any meeting of the
Board of Directors cannot be held because a quorum is not present,
a majority of the directors who are present at such meeting may
adjourn the meeting to a time not less than five (5) nor more than
thirty (30) days from the date the original meeting was called. At
the reconvened meeting, if a quorum is present, any business which
might have been transacted at the meeting originally called may be
transacted without further notice.

Section 12. Compensation. No director shall receive any
compensation from the District Association for acting as such
unless approved by members representing a majority of the total
votes of the District Association at a regular or special meeting
of the District Association; provided any director may be
reimbursed for expenses incurred on behalf of the District
Association upon approval of a majority of the other directors.

Section 13. Conduct of Meetings. The President shall preside
over all meetings of the Board of Directors, and the Secretary
shall keep a minute book of meetings of the Board of Directors,
recording therein all resolutions adopted by the Board of Directors
and all transactions and proceedings occurring at such meetings.
Meetings may be conducted by telephone and shall be considered as
any other meeting, provided the directors participating in the
meeting are able through telephone connection to hear and to be
heard.

Section 14. Open Meetings; Notice to Members. Subject to the
provisions of Section 15 of this Article and the provisions of
Florida law, all meetings of the Board of Directors shall be open
to all members, but members other than directors may not
participate in any discussion or deliberation unless permission to
speak is requested on his or her behalf by a director. In such
case, the President may limit the time any member may speak.
Except in an emergency, written or printed notice stating the time
and place of any meeting of the Board of Directors shall be
published in such a manner as is reasonably calculated to provide
such notice to each member at least forty-eight (48) hours in
advance of any meeting, which publication may be accomplished by
posting such notice in a conspicuous place in the District,
publishing in a local newspaper, providing a schedule of such
meetings or such other method as is determined by the Board of
Directors. When required by the provisions of Florida law, the
purpose or purposes for which the meeting is called shall be stated
in the notice.

If mailed, the notice of a meeting shall be deemed to be
delivered when deposited in the United States mail addressed to the
member at his address as it appears on the records of the District
Association, with postage thereon prepaid.

Section 15. Action Without a Formal Meeting. Any action to
be taken or that may be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the
directors of the Board of Directors, and such consent shall have
the same force and effect as a unanimous vote.

C. Powers and Duties.
Section 16. Powers. The Board of Directors shall be
responsible for the affairs of the District Association and shall
have all of the powers and duties necessary for the administration
of the District Association I s affairs and may do all acts and
things as provided by law as are not by the District Declaration,
the Articles of Incorporation or these Bylaws directed to be done
and exercised exclusively by the membership generally.

The Board of Directors shall delegate to one of its members
the authority to act on behalf of the Board of Directors on all
matters relating to the duties of the managing agent or manager,
if any, which might arise between meetings of the Board of
The Board of Directors shall have exclusive jurisdiction over
and the sale responsibility for the District Association’s
administration, management, operation, regulation, care,
maintenance, repair, restoration, replacement, preservation and
protection of the Common Area and Area of Common Responsibility;
the establishment, levy, imposition, enforcement and collection of
all assessments for which provision is made in the District
Declaration; the promotion and advancement of the general interests
of the members of the District Association; all as more
particularly provided in the District Declaration, Articles of
Incorporation, these Bylaws and the rules and regulations of the
District Association.

In addition to the duties imposed by the District Declaration,
the Articles of Incorporation and these Bylaws or by any resolution
of the District Association that may hereafter be adopted, the
Board of Directors shall have the power to and shall be responsible
for the following, by way of explanation, but not limitation:

a. preparation and adoption of annual budgets, including
provisions for establishing reserve funds for replaceable assets,
in which there shall be established the contribution of each Owner
to the Common Expenses;
b. making assessments to defray the Common Expenses,
establishing the means and methods of collecting such assessments,
and establishing the period of the installment payments of
assessments; provided, unless otherwise determined by the Board of
Directors, the Regular Assessment shall be payable in one (1)
annual payment in advance on the first day of January of each year;
c . providing for the operation, care, upkeep, and
maintenance of all of the Common Area and A.rea of Common
Responsibility;
d. designating, hiring and dismissing the personnel
necessary for the maintenance, operation, repair and replacement of
the District Association, its property, Common Area and Area of
Common Responsibility, and where appropriate, providing for the
compensation of such personnel and for the purchase of equipment,
supplies and materials to be used by such personnel in the
performance of their duties;
e. collecting the assessments, depositing the proceeds
thereof in a bank depository which it shall approve, and using the
proceeds to administer the District Association; provided, any
reserve fund may be deposited, in the directors’ best business
judgment in depositories other than banks;
f. making and amending rules and regulations;
g. opening of bank accounts on behalf of the District
Association and designating the signatories required;

h. making or contracting for the making of repairs,
additions and improvements to or alterations of the Common hrea in
accordance with the District Declaration and these Bylaws after
damage or destruction by fire or other casualty;
i. enforcing by legal means the provisions of the
District Declaration, these Bylaws, and the rules and regulations
adopted by it and bringing any proceedings which may be instituted
on behalf of or against the Owners concerning the District
Association;
j. obtaining and carrying insurance against casualties
and liabilities, as provided in the District Declaration or as
otherwise determined to be appropriate by the Board of Directors,
and paying the premium cost thereof;
k. paying the cost of all services rendered to the
District Association or its members and not chargeable directly to
specific Owners;
1. keeping books with detailed accounts of the receipts
and expenditures affecting the District Association and its
administration, specifying the maintenance and repair expenses and
any other expenses incurred;
m. making available to any prospective purchaser of a
Unit or unplatted Parcel, any Owner, any first Mortgagee, and the
holders, insurers, and guarantors of a first Mortgage on any Unit
or Unplatted Parcel, current copies of the District Declaration,
the Articles of Incorporation, the Bylaws, rules and regulations
governing the Unit or Unplatted Parcel, and all other books,
records, and financial statements of the District Association;
n. permitting utility suppliers to use portions of the
Common Area reasonably necessary to the ongoing development or
operation of the District Property; and
o. entering into contracts, granting easements or
performing other rights, obligations or duties of the District
Association set out in the District Declaration, including without
limitation, the right to enter into any cable television agreement.
Section 17. Management
Agent.
(a) The Board of Directors may employ for the District
Association a professional management agent or agents at a
compensation established by the Board of Directors to perform such
duties and services as the Board of Directors shall authorize. The
Board of Directors may delegate to the managing agent or manager,
subject to the Board of Directors’ supervision, all of the powers
granted to the Board of Directors by these Bylaws, other than the
powers set forth in subparagraphs (a), (b), (f), (9), (i) and (oj
of Section 16 of this Article. The District Declarant, or an
affiliate or other related entity of the District Declarant, may be
employed as managing agent or manager.

(b) No management contract may have a term in excess of
one (1) year and must permit termination by either party without
cause and without termination fee on ninety (90) days J or less
written notice.
Section 18. Accounts and Reports. Within sixty (60) days
after the close of the Association’s fiscal year, annual financial
reports in conformity with Florida Statutes §617.303(7) (1999), as
amended from time to time, shall be prepared. Such reports shall
be made available to all members upon request at no charge. In
addition to such financial reports, a delinquency report shall be
prepared listing all Owners who are delinquent in paying the
installments of assessments at the time of the report. The Board
of Directors may engage the services of an accountant to prepare,
review or audit such reports as determined by the Board of
Directors and any expenses in connection therewith shall be Common
Expenses.

No remuneration shall be accepted by the managing agent
from vendors, independent contractors or others providing goods or
services to the District Association, whether in the form of
commissions, finder’s fees, service fees, prizes, gifts or
otherwise; anything of value received shall benefit the District
Association; provided, nothing herein shall prohibit the managing
agent. from earning commissions for services performed by t.he
managing agent in leasing Unit.s on behalf of Owners of such Units.

Section 19. Borrowing. The Board of Directors shall have the
power to borrow money for the purpose of maintenance, repair or
restorat.ion of the Common Area without the approval of the members
of the District Association. The Board of Directors shall also
have the power to borrow money for other purposes; provided, the
Board of Directors shall obtain the approval of members
representing a majority of the total votes of the District
Associat.ion in the event. that the proposed borrowing is for t.he
purpose of modifying, improving or adding amenities and the total
amount of such borrowing exceeds or would exceed five percent. (5%)
of the bUdgeted gross expenses of the District Association for that
fiscal year. Notwithstanding anything to the contrary contained in
the District Declaration, these Bylaws or the Articles of
Incorporation, during the Class “E” Control Period, no mortgage
lien shall be placed on any portion of the Common Area owned by the
District Association without t.he affirmative vote or written

consent, or any combinat.ion thereof, of members representing at
least a majority of the total votes of t.he District. Association
Section 20. Rights of the District Association. with respect
to the Common Area, Areas of Common Responsibility, or other areas
of responsibility of the District Association, and in accordance
with the Articles of Incorporation, these Bylaws and the District
Declaration, the Board of Directors on behalf of the District
Association shall have the right to contract with any Person for
the performance of various duties and functions. Without limiting
the foregoing, this right shall entitle the Board of Directors on
behalf of the District Association to enter into common management,
operational or other agreements with trusts, condominiums,
cooperatives or Districts and other owners or associations, both
within and without the Properties. Such agreements shall require
the consent of a majority of all directors of the District
Association.

Section 21. Enforcement. The Board of Directors shall have
the power to impose reasonable fines, which shall constitute a lien
upon the property of the violating Owner, and to suspend an Owner’s

(and any tenant’s, occupant’s, guest’s or invitee’s) right to use
the Common Area or Areas of Cornmon Responsibility for violation of
any duty imposed upon such Owner under the District Declaration,
the Articles of Incorporation, these Bylaws or any rules and
regulations duly adopted hereunder; provided, however, nothing
herein shall authorize the District Association or the Board of
Directors to limit ingress and egress to or from a Unit or
Unplatted Parcel. In the event that any tenant, occupant, guest or
invitee of a Unit or Unplatted Parcel violates the District
Declaration, Articles of Incorporation, Bylaws or a rule or
regulation and a fine is imposed, the fine may first be assessed
against such person; provided, however, if the fine is not paid by
such person within the time period set by the Board of Directors,
the Owner of such Unit or Unplatted Parcel shall pay the fine upon
notice from the District Association. Any fine or suspension
pursuant to this section shall be imposed only after compliance all
notice and hearing requirements provided for in the Florida
Statutes. The failure of the Board of Directors to enforce any
provision of the District Declaration, Articles of Incorporation,
Bylaws or any rule or regulation shall not be deemed a waiver of
the right of the Board of Directors to do so thereafter.

(a) Notice. Prior to imposition of any sanction
hereunder for any violation other than the failure to pay
assessments, the Board of Directors or its delegate (or the
Covenants Committee, if any) shall serve the alleged violator with
written notice by mail, hand delivery or other delivery at the
address of the alleged violator contained in the records of the
District Association, or if no address of the alleged violator is
on record, then by posting written notice at the site of the
alleged violation describing (i) the nature of the alleged
violation, (ii) the proposed sanction to be imposed, (iii) a period
of not less than fourteen (14) days (or such longer period if
required by the Florida Statutes) within which the alleged violator
may present a written request to the Board of Directors (or the
Covenants Committee, if any) for a hearing, (iv) a statement that
the proposed sanction shall be imposed as contained in the notice
unless a hearing is requested, and (v) instructions for requesting
a hearing. If a hearing is not requested as provided in the
instr~ctions,
the sanction stated in the notice shall be imposed.
The sanction may include, without limitation, sanctions that will
automatically be imposed by the District Association in the event
the violation is not abated or recurs within a stated period from
the alleged violation. Copies of notices and proof of notice shall
be placed in the records of the District Association. Proof of
notice shall be deemed adequate if a copy of the notice, together
with statement of the date and manner of delivery, is entered by
the officer, director or agent who delivered such notice, or if the
alleged violator requests a hearing within the time period stated
in the notice.

(b) Hearing. If a hearing is requested in a timely
manner, the hearing shall be held before the Due Process Committee
provided for in Section 3 of Article V hereinbelow, or if no such
committee has been appointed, before a committee of at least three
members appointed by the Board of Directors who are not officers,
directors or employees of the District Association, affording the
Owner a reasonable opportunity to be heard. The minutes of the
meeting shall contain a written scatement of the results of the
hearing and the sanction, if any, recommended by the committee to
be imposed by the Board of Directors. In the event the committee,
by majority vote, does not approve a proposed fine, suspension or
other sanction, it may not be imposed.
(c) APpeal. Following a head.ng, the violator shall have
the right to appeal the decision to the Board of Directors. To
perfect this right, a written notice of appeal must be received by
the Inanager, President or Secretary of the District Association
within ten (10) days after the hearing date. The decision of the
Board of Directors shall be final.
(d) Additional Enforcement Rights. Notwithstanding
anything to the contrary herein contained, the District
Association, acting through the Board of Directors, may elect to
enforce any provision of the District Declaration, the Articles of
Incorporation, these Bylaws, or the rules and regulations of the
District Association by self-help (specifically including, but not
limited to, the towing of vehicles that are in violation of parking
rules and regulations) or by suit at law or in equity to enjoin any
violation, to recover monetary damages, or to seek any other
appropriate remedy, or any combination of the foregoing, without
the necessity of compliance with the procedure set forth above. In
any such action, to the maximum extent permissible, the Owner or
occupant responsible for the violation of which abatement is sought
shall pay all costs, including reasonable attorneys’ and
paralegals’ fees incurred by the District Association, whether suit
be brought or not, and including those incurred OIl appeal, if any.

Article IV

Officers

Section 1. Officers. The officers of the District
Association shall be a president, Vice President, Secretary and
Treasurer, to be elected from among the members of the Board of
Directors. The Board of Directors may appoint such other officers,
including one or more Assistant Secretaries and one or more
Assistant Treasurers, as it shall deem desirable, such officers to
have the authority and to perform the duties prescribed from time
to time by the Board of Directors. Any two (2) or more offices may
be held by the same, person, except the offices of President and
Secretary.

Section 2. Election, Term of Office. and Vacancies. The
officers of the District Association shall be elected annually by
the Board of Directors at the first meeting of the Board of
Directors following each annual meetlng of the District
Association, as herein set forth in Article III. A vacancy in any
office arising because of death, resignation, removal, or otherwise
may be filled by the Board of Directors for the unexpired portion
of the term.

Section 3. Removal. Any officer may be removed by the Board
of Directors whenever in its judgment the best interests of the
District Association will be served thereby.

Section 4. Powers and Duties. The officers of the District
Association shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and
duties as may from time to time, specifically be conferred or
imposed by the Board of Directors. The President shall be the
chief executive officer of the District Association. The Treasurer
shall have primary responsibility for the preparation of the budget
as provided for in the District Declaration and may delegate all or
part of the preparation and notification duties to a finance
committee, management agent, or both.

Section 5. Resignation. Any officer may resign at any time
by giving written notice to the Board of Directors, the President
or the Secretary. Such resignation shall take effect on the date
of the receipt of such notice or at any later time specified
therein, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 6. Agreements, Contracts, Deeds, Leases, Checks,
~.
All agreements, contracts, deeds, leases, checks, and other
instruments of the District Association shall be executed by at
least two (2) officers or by such other person or persons as may be
designated by resolution of the Board of Directors.

Article V

Committees

Section 1. General. Committees are hereby authorized Lo
perform such tasks and to serve for such periods as may be provided
for in the District Declaration, these Bylaws, the Articles of
Incorporation or designated by a resolution adopted by a majority
of the directors of the Board of Directors present at a meeting at
which a quorum is present. Such committees shall perform such
duties and have such powers as may be provided in the District
Declaration, the Articles of Incorporation, these Bylaws and the
resolution of the Board of Directors. In the event of conflict in
the terms of any of the foregoing, the District Declaration,
Articles of Incorporation, Bylaws and resolutions of the Board of
Directors (in that order) shall prevail. Each committee shall
operate in accordance with the terms related thereto, the rules
adopted by the Board of Directors and the terms and provisions of
the District Declaration, the Articles of Incorporation and these
Bylaws.

Section 2. Covenants Committee. In addition to any other
committees which may be established by the Board of Directors
pursuant to Section 1 of this Article, the Board of Directors may
appoint a Covenants Committee consisting of at least three (3) and
no more than five (5) members. Acting in accordance with the
provisions of the District Declaration, these Bylaws and
resolutions the Board of Directors may adopt, the Covenants
Committee, if established, shall act on behalf of the Board of
Directors in enforcing the provisions of Article V of the District
Declaration.

Section 3. Due Process Committee. The Board of Directors
may appoint a Due Process Committee of at least three (3) meniliers
in accordance with all requirements applicable to such committee in
the Florida Statutes to hold hearings pursuant to subsection 21(b)
of Article III hereinabove.

Article VI

Indemnification

The District Association shall indemnify every officer,
director, committee member and employee of the District Association
against any and all costs and expenses, including reasonable
attorneys’ and paralegals’ fees, reasonably incurred by or imposed
upon such officer, director, committee member or employee in
connection with any action, suit, or other proceeding (including
settlement of any suit or proceeding, if approved by the then Board
of Directors) to which he may be a party by reason of being or
having been an officer, director, committee member or employee of
the District Association. Such officers, directors, committee
members and employees shall not be liable for any mistake of
judgment, negligent or otherwise, except for their own individual
willful misfeasance, malfeasance, misconduct, or bad faith. The
officers and directors of the District Association shall have no
personal liability with respect to any contract or other commitment
made by them, in good faith, on behalf of the District Association

(except to the extent they may also be members of the District
Association), and the District Association shall indemnify and
forever hold each such officer and director free and harmless
against any and all liability to others on account of any such
contract or commitment. Any right to indemnification provided for
herein shall not be exclusive of any other rights to which any
officer, director, committee member, or employee, or former
officer, director, committee member or employee may be entitled.
The District Association shall, as a Common Expense, maintain
adequate general liability and officers’ and directors’ liability
insurance to fund this obligation, if such insurance is reasonably
available.

Article VII

Miscellaneous

Section 1. Fiscal Year. The fiscal year of the District
Association shall be the calendar year.

Section 2. parliamBntary Rules. Except as may be modified by
Board of Directors’ resolution, Robert’s Rules of Order (current
edition) shall govern the conduct of District Association
proceedings when not in conflict with Florida law, the Articles of
Incorporation, the District Declaration or these Bylaws.

Section 3. Conflicts. If there are conflicts between the
provisions of Florida law, the Articles of Incorporation, the
District Declaration, and these Bylaws, the provisions of Florida
law, the District Declaration, the Articles of Incorporation and
the Bylaws (in that order) shall prevail.

Section 4. Books and Records.

(a) Inspection by Members and Mortgagees. The District
Declaration, Articles and Bylaws, membership register, books of
account, other official records and minutes of meetings of the
members, the Board of Directors, and committees shall be made
available for inspection and copying by any Mortgagee, member of
the District Association or by his or her duly appointed
representative, at any reasonable time and for a purpose reasonably
related to his or her interest as a member, at the office of the
District Association or at such other place within the District
Property as the Board of Directors shall prescribe.

(b) Rules fo.r Inspection. The Board of Directors shall
establish reasonable rules with respect to:
records;
(i) notice to be given to the custodian of the
(ii) hours and
inspection may be made; and
days of the \qeek when such an

(iii) payment of the cost of reproducing copies of
documents requested.
(c) Inspection by Directors. Every director of the Board
of Directors shall have the absolute right at any reasonable time
to inspect all books, records, and documents of the District
Association and the physical properties owned or controlled by the
District Association. The right of inspection by a director of the
Board of Directors includes the right to make extracts and a copy
of relevant documents at the expense of the District Association.
Section 5. Not; ces. Unless otherwise provided in these
Bylaws, all notices, demands, bills, statements or other
communications under these Bylaws shall be in writing and shall be
deemed to have been duly given if delivered personally or if sent
by United States Mail, first class postage prepaid:

(a) if to a member, at the address which the member has
designated in writing and filed with the Secretary or, if no such
address has been designated, at the address of the Unit or
Unplatted Parcel of such member; or
(b) if to the District Association, the Board of
Directors, or the managing agent, at the principal office of the
District Association or the managing agent, if any, or at such
other address as shall be designated by notice in writing to the
members pursuant to this Section.
Section 6. Amendment. These Bylaws may be amended only by a
majority of the Board of Directors adopting a resolution setti~g
forth the proposed amendment, if such proposed amendment lS
approved by the affirmative vote (in person or by proxy) or written
consent, or any combination thereof, of at least a majority of the
total votes of the Association. However, the percentage of votes
necessary to amend a specific clause shall not be less than the
prescribed percentage of affirmative votes required for action to
be taken under that clause. As long as there is a Class “B” voting
membership as described in Article III, Section 5 of the District
Declaration, the U. S. Department of Housing and Urban
Development/veterans Administration (“HUD/VA”) shall have the right
to veto an amendment of the Bylaws. The amendment shall be
effective upon adoption and a copy thereof shall be recorded in the
public records of Brevard County, Florida. Not,~ithstanding
anything to the contrary set forth herein, the District Declarant
may unilaterally amend these Bylaws at any time to include any
provisions which may be required by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the
Veterans Administration, and the Department of Housing and Urban
Development, or any other federal, state or local governmental
entity, agency or authority.

No amendment may remove, revoke, or modify any right or
privilege of District Declarant or the Class “B” member without the
written consent of District Declarant or the Class “B” member as
appropriate, or the assignee of such right or privilege. No
amendment may impair the validity or priority of the lien of any
Mortgage held by a Mortgagee or impair the rights granted to
Mortgagees herein without the prior written consent of such
Mortgagees.

IN WITNESS WHEREOF, the members of the Board of Directors and
District Declarant have executed and adopted these Bylaws of Auburn
Lakes District Association, Inc. this day of , 2002.

JUdith C. John, Director
Nandra R. Ramnarine, Director

Paul J. Martell, Director
THE VIERA COMPANY, a Florida
corporation

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