BY-LAWS AND COVENANTS AND RESTRICITONS

OF
WINSTON MANOR HOMEOWNERS ASSOCIATION

ARTICLE I

Name, Purpose and Definitions

Section 1. Name.
The name of the Association shall be the WINSTON MANOR HOMEOWNERS ASSOCIATION, INC. The Association is a not-for-profit corporation established pursuant to the laws of the State of Ohio.

Section 2. Purpose.
The purpose of the Association shall be to own, operate, maintain and administer certain portions of the Winston Manor Development. The Association shall also have the following purposes:

To promote communication among the members, coordinate social activities, enhance security and safety, create, adopt and enforce rules and restrictions relative to the usage of property owned by the Association including, but not limited to, the swim and tennis recreation area located within the Development.

To operate, maintain and administer the storm water management area and the storm water easement areas located within the Development and as described in the Covenant and Restrictions attached to the Plats for Winston Manor Phases I-VI as recorded in the office of the Recorder of Summit County, Ohio.

To provide high standards of maintenance and, in general, to maintain and promote the desired character of the Development;

To receive property of every kind, both real or personal, and to administer and apply such property and income therefrom exclusively for the foregoing general purposes;

To receive any gift, bequest, or devise of property for any purpose specified by the donor or testator within any of the foregoing purposes; provided, however, that no part of the net earnings of the Association shall inure to the benefit go any member, member of the Board of Directors, officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to by or for the Association affecting one or more of its purposes) and no member, member of the Board of Directors, or officer of the Association or any private individual shall be entitled to share in the distribution of any of the Association’s assets or dissolution of the Association, and that no part of the activities of the Association shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office;

To exercise the powers of the Association as stated in these By-Laws, to enforce these By-Laws and to assess Members in accordance with these By-Laws;

To uphold the agreement(s) between the Association and the Hudson Hills Homeowners Association regarding the maintenance and upkeep of the storm water detention area(s) within the Development; and

To enforce the Covenants and Restrictions of Winston Manor Phase I through VII, located in the City of Hudson, County of Summit, State of Ohio, as such covenants and restrictions are recorded in the Official Records of Summit County, Ohio.

Section 3. Definitions.
“Annual Charges” shall mean those annual assessments made by the Association under Article VII of these By-Laws.

“Association” shall mean and refer to WINSTON MANOR HOMEOWNERS ASSOCIATION, INC., a non-profit Ohio corporation, it successors and assigns.

“By-Laws” shall mean and refer to the within instrument.

“Common Areas” shall mean all real property owned by the Association for the common use and enjoyment of the member Association.

“Developer” shall mean and refer to the Lepp Construction, Inc. (f/k/a Revere Enterprises, Inc.), an Ohio corporation, its successors and assign if such successors or assign should acquire more than one undeveloped Lot from the Developer for the purposes of development.

“Development “ shall mean and refer to that certain property know as Winston Manor Phase I through VII, located in the City of Hudson, County of Summit, State of Ohio.

“Home” shall mean and refer to the single-family dwelling constructed upon a lot.

“Lot” shall mean and refer to a designated plot of land within the Development conveyed or to be conveyed to an “Owner” upon which there has been constructed or will be constructed a home.

“Member” shall mean and refer to every person or entity who holds membership in the Association.
“Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the Development, including contract sellers, but excluding those having such interest merely as security for the performance of any obligations.

ARTICLE II

Membership

Section 1. Eligibility. Record owners in fee simple (of each Lot or Lots) in the Development shall be Members of the Association. The rights of Members are subject to (i) the payment of the annual charges imposes by these By-Laws and (ii) compliance with these By-Laws and the rules and regulations of the Board of Directors regarding the use of the Common Areas and the conduct of members, their families, their tenants, and the guest of any of them.

Section 2. Suspension.
The voting and other Membership rights of an Member may be suspended by action of the Directors during any period when the Member has failed to pay any Annual Charges then due and payable; but, upon payment of all the past due charges, his rights and privileges shall be automatically restored.

If the Directors have adopted and published rules and regulations governing the use of Common Areas, the personal conduct pf any person thereon, or any other rules and regulations, the voting or other Membership rights of any Member may be suspended by action of the Board of Directors, after a hearing before the Board at which the Member or any other interested person may be represented by attorney, for a period not to exceed ninety (90) days, if he, any Member of his family, his tenants, or the guests of any of them shall have violated such rules and regulations.

Section 3. Rights of Membership.
Each Member is entitled to the use and enjoyment of the Common Area in accordance with these By-Laws and all rules and regulations pertaining thereto. Membership rights may be delegated to and exercises by all Members of a Member’s family who reside upon such Member’s Lot, and the guest of any of them in accordance with the rules and regulations. Each Member shall notify the Secretary of the Association in writing of the name and relationship to the Member of any person who is entitled to exercise Membership rights under this Section. The rights and privileges of such persons are subject to suspension by the Board in the same manner and for the same reasons as those of any Member under the preceding Section 2.

ARTICLE III

Association: Meetings, Quorum, Voting, Proxies

Section 1. Place of Meeting.
Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors, either in the Development or as convenient thereto as possible and practical.

Section 2. First Meeting and Annual Meeting.
An annual meeting or special meeting of the Members shall be held within one (1) year from the date the Articles of Incorporation for the Association are recorded. Thereafter, annual meetings shall be held on the third Wednesday of the month of October of each year. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday (excluding Saturday and Sunday).

Section 3. 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 Association if so directed by resolution of a majority of the Board of Directors or upon a petition signed by at least twenty-five (25%) of the Members. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose. No business shall be transacted at a special meeting, except as stated in the notice.

Section 4. Notice of Meetings.
It shall be the duty of the Secretary to mail or to cause to be delivered to each Member a notice of each annual or special meeting of the Association stating the date, time place of such meeting, as well as the purpose of any special meeting. If a Member wishes notice to be given at an address other than his or her lot, he or she shall have designated by notice in writing to the Secretary such other address. The mailing or delivery of a notice of meeting in the manner provided in this Section shall be considered service of notice. Notice shall be served not less than ten (10) nor more than thirty (30) days before a meeting.

Section 5. Waiver of Notice.
Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member, whether in person or proxy, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business, which might have been transacted at the meeting originally may be transacted without further notice.

Section 6. Adjournment of Meetings.
If any meeting of the Association cannot be held because o 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 such adjourned meeting at which a quorum is present, any business, which might have been transacted at the meeting originally called, may be transacted without further notice.

Section 7. Voting.
Record ownership of a Lot in the Development shall constitute a single membership, with the Owner(s) of each Lot (including the Developer if still the owner of any Lot or Lots) entitled to one (1) vote per Lot at the various meetings of the Association. Membership is not transferable or assignable except on sale or transfer of the Lot in the Development.

Section 8. Proxies.
At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his or her Lot, or upon receipt of notice by the Secretary of the death or judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy.

Section 9. Quorum.
The presence, in person or by proxy, of persons entitled to vote ten percent (10%) of the total eligible votes shall constitute a quorum at all meetings of the Association. 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.

Section 10. Purpose.
The purpose of the annual meeting of the Members shall be to approve the annual budget of the Association, to elect Directors of the Association (subject to the provisions of these By-Laws) and to vote on any other matters that may be properly brought before the meeting; provided, however, that since the annual budget will not be prepared for the first Annual Meeting, the Directors shall call a special Meeting of the Members to approve such budget once it has been prepared by the Directors.

ARTICLE IV

Board of Directors: Number, Powers, Meetings

Composition and Selection.

Section 1. Governing Body Composition.
The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Article, the Director must reside in the Development and shall be Members or spouses of such Members; provided, however, no person and his spouse may serve on the Board at the same time.

Section 2. Directors Appointed by Development.
Lepp Construction, Inc. (f/k/a Revere Enterprises, Inc.) shall have the right to appoint or remove any Member or Members of the Board of Directors or any officer or officers of the Association until the first Annual Meeting of the Members of the Association, held in accordance with these By-Laws. Each Member, by acceptance of a deed to or other conveyance of a Lot in the Development, vests in Develop such authority to appoint and remove Directors and officers of the Association. The Directors selected by the Develop need not be Members or residents in the Development. There shall initially by three (3) such Directors and the names of the initial Directors selected by the Developer to serve are set forth in the Article of Incorporation of the Association.

Section 3. Veto.
After the termination of the Developer’s right to appoint Directors under Section 2 above, the Developer shall have a veto power over all actions of the Board, as is more fully provided in this Section. This power shall expire at such time as the first of the following events shall occur: (a) the expiration of three (3) years after the date of the recording of the Articles of Incorporation of the Association; (b) three (3) months after the date on which all but five (5) Lots in the Development shall have been conveyed by the Developer to owners other than a person or persons constituting Developer; or (c) the surrender by Developer in writing of the veto power. This veto power shall be exercisable only by Developer, its successors and assigns, who specifically take this power as follows:

No action authorized by the Board of Directors shall become effective, nor shall any action, policy, or program be implemented until and unless:

Developer shall have been given written notice and proposed actions to be approved at meetings by certified mail, return receipt requested, or by personal delivery at the address it has registered with the Secretary of the Association, as it may change from time to time, which notice shall comply with the provisions of the By-Laws regarding notice of regular and special meetings of the Directors and which notice shall, except in the case of the regular meetings held pursuant to the By-Laws, set forth in reasonable particularity the agenda to be followed at the meeting; and

Developer shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any perspective action, policy, or program to be implemented by the Board or the Association. Developer and its representatives or agents shall make its concerns, thoughts, and suggestions know to the Members of the Association and/or the Board. At such meeting, Developer shall have and is hereby granted a veto power over any such action, policy, or program authorized by the Board of Directors and to be taken by the Board. The veto may be exercised by Developer, its representatives, or agents at the meeting held pursuant to the terms and provisions hereof. Any veto power shall not extend to the requiring of any action or counteraction on behalf of the Board.

Section 4. Number of Directors.
The Board shall consist of five (5) Members; provided, however, the initial number of Directors shall be three (3) as appointed by the Developer under Article IV, Section 2.

Section 5. Nomination of Directors.
Elected Directors shall be nominated from the floor and may also be nominated by a Nominating Committee, if such a committee is established by the Board. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.

Section 6. Election and Term of Office.
Subject to the remaining provisions of this Section 6, Member-elected Directors shall be elected and hold office at annual meetings of the Association, commencing with the first annual meeting of the Members of the Association. All eligible Members of the Association shall have the right to vote on all Directors to be elected (one vote per Lot), and the candidate(s) receiving the most votes shall be elected; provided, however, that the term for newly-elected Directors shall commence immediately following their election.

Except as otherwise set forth in this Section 6, the term of each Director shall be fixed at two (2) years, or until their successor is elected by the Association. At the expiration of each term of office each representative member of the Board of Directors, a successor shall be elected to serve for a term of two (2) years.

At the first Annual Meeting of the Shareholders, there shall be held an election for all five (5) Member-elected Director’s positions. All eligible Members of the Association shall have the right to vote on all Directors to be elected (one vote per Lot). The three candidates(s) receiving the most votes shall be elected for initial terms of two (2) years and the two (2) candidates receiving the next highest number of votes shall be elected for initial terms of (1) year. The term of each Director shall not commence immediately following their election. All elections of Directors thereafter shall be held in accordance with the first two (2) paragraphs of this Section 6.

Section 7. Removal of Directors.
At any regular or special meeting of the Association duly called, any one or more of the Members of the Board of Directors may be removed, with or without cause, by a majority of the Members and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed by the Members shall be given at least ten (10) days’ notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than thirty (3) days may be removed by a majority vote of the Directors at a meeting of the Board of Directors, a quorum being present. This Section shall not apply to the initial Directors appointed by Developer.

Section 8. Vacancies.
Vacancies in the Board of Directors caused by any reason, excluding the removal of a Director by vote of the Association, shall be filled by a vote of the majority of the remaining Directors, even though less than a quorum, at any meeting of the Board of Directors. Each person so selected shall serve the unexpired portion of the term. The sale of the Director’s Lot in the Development shall terminate such Director’s term on the Board of Directors and a new Director shall be elected in accordance with this Section 8.

B. Meetings.

Section 9. Organization Meetings.
The first meeting of the members of the Board if Directors following each annual meeting of the Members of the Association shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board.

Section 10. Regular Meetings.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year with at least one (1) in the first half of the year and one (1) in the second half of the year. Notice of regular schedule shall constitute sufficient notice of such meetings.

Section 11. Special Meetings.
Special meetings of the Board of Directors shall be held when requested by the President, Vice President or by any two (2) Directors. 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 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 home or office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director’s address or telephone number as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least five (5) business days before the time set for the meeting. Notice given by personal delivery, telephone, or telegraph company shall be given at least forty-eight (48) hours before the time set for the meeting.

Section 12. Waiver of Notice.
The transactions of any meeting of the Board of Directors, however called and noticed or whenever held, shall be a 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 lack of adequate notice.

Section 13. 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 cannot be held because a quorum is not present, a majority of the Directors who are present at such a meeting may adjourn the meeting to time not less than five (5) nor more than thirty (30) days from the time that the original meeting was called. At such adjourned meeting at which a quorum is present, any business, which might have been transacted at the meeting originally called, may be transacted without further notice.

Section 14. Compensation.
No Director shall receive any compensation from the Association for acting as such unless approved by the majority of the Members.

Section 15. Open Meetings.
All meetings of the Board shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by the Board.

Section 16. Executive Session.
The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall be first announced in open session.

Section 17. Action Without A Formal Meeting.
Any action to be taken at a meeting of the Directors or any action that may be taken at a meeting of the Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all Directors.

C. Powers and Duties

Duties. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of these By-Laws directed to be done and exercised exclusively by the Members. In addition to the duties imposed by these By-Laws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but not limitation:

preparation and recommendation to the Members of an annual budget in which there shall be established the assessment to each Member for the common expenses of the Association, taking into account the cost and expenses of the Association and the appropriate expenses respecting the personal property taxes levied against the Association or the Common Areas;

making assessments to defray the common expenses and the expenses of the Association and making assessments for payment of personal property taxes, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessments and sending written notice of all assessments to every Owner subject thereto at least thirty (30) days in advance of each annual assessments period;

collecting the assessments, including delinquent assessments and penalties, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association;

providing for the operation, care, upkeep and maintenance of the Common Areas which are the maintenance responsibility of the Association;

coordinating and overseeing the storm water detention areas and the storm water easement areas which are to be maintained by the City of Hudson;

designating, hiring, and dismissing the personnel necessary for the operation of the Association 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;

making and amending use restrictions and rules and regulations;

opening of bank accounts on behalf of the Association and designating the signatories required;

enforcing by legal means the provision of these By-Laws, and the rules and regulations adopted by it, and bring any proceedings which may be instituted on behalf of or against the Members concerning the Association;

obtaining and carrying insurance against casualties and liabilities, and paying the premium cost thereof;

paying from funds of the Association the cost of all services rendered to the Association or its Members which are not directly chargeable to Members;

keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, and specifying the maintenance and repair expenses and any other expenses incurred; and

contracting with any person for the performance of various duties and functions. The Board shall have the power to enter into common management agreements with trusts, condominiums, or other associations. Any and all functions of the Association shall be fully transferable by the Board, in whole or in part, to any other entity.

Section 19. Powers.
The Board of Directors shall have the power:

to adopt and publish from time to time rules and regulations concerning the use of the Common Areas and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for their infraction thereof;

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

to create, record and foreclose the liens securing any unpaid assessments and to hire attorneys, accountants and other professionals to do the same; and

to borrow money for the purpose of repair or restoration of the property owned by the Association and facilities without the approval of the Members of the Association; provided, however, the Board shall obtain approval of the Members of the Association in the same manner as for special assessments, in the event that the proposed borrowing is for the purpose of modifying, improving, or adding amenities, and the total amount of such borrowing exceeds or would exceed Five Thousand Dollars ($5,000.00) outstanding debt at any one time.

Section 20. Management Agent.
The Board of Directors may employ for the 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 term of any management agreement shall not exceed one (1) year and shall be subject to termination by either party, without cause and without penalty, upon ninety (90) days’ written notice.

Section 21. Fining Procedure.
The Board shall not impose a fine (a late charge shall not constitute a fine) unless and until the following procedure is followed:

(a) Demand. Written demand to cease and desist from an alleged violation shall be served upon the alleged violator specifying:

(i) the alleged violation;

(ii) the action required to abate the violation; and

(iii) a time period, not less than ten (10) days, during which the violation is a continuing one, or a statement that any further violation of the same rule may result in the imposition of a fine, if the violation is not continuing. The Board or its designee may demand immediate abatement in such circumstances which, in the Board’s determination, pose a danger to safety or property.

(b) Notice. Within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty, or if the same rule is subsequently violated, the Board may, upon notice, impose a fine. The notice shall state:

the nature of the alleged violation;

(ii) that the alleged violator may, within ten (10) days from the date of the notice, request a hearing regarding the fine;

(iii) that any statements, evidence, and witnesses may be produced by the alleged violator at the hearing; and

(iv) that all rights to have the fine reconsidered are waived if a hearing is not requested within ten (10) days of the date of the notice.

(c) Hearing. If a hearing is requested, it shall be held before the Board in executive session, and the alleged violator shall be given a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing.

ARTICLE V.

Officers

Section 1. Officers.
The officers of the Association shall be a President, Vice President, Secretary and Treasurer. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the Members of the Board of Directors.

Section 2. Election, Term of Office, and Vacancies.
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members. A vacancy in any office arising because of the 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 Association will be served thereby.

Section 4. President.
The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the laws of the State of Ohio.

Section 5. Vice President.
The Vice President shall act in the President’s absence and shall have all powers, duties, and responsibilities provided for the President when so acting.

Section 6. Secretary.
The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with Ohio law.

Section 7. Treasurer.
The Treasurer shall have the responsibility for the Association’s funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Association or the managing agent in such depositories as may from time to time be designated by the Board of Directors.

Section 8. 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.

ARTICLE VI

Indemnification of Officers and Directors

Each officer and Director of the Association, in consideration of his services as such, shall be indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, to which he may be a party by reason of being or having been a Director or officer of the Association. The foregoing right of indemnification shall not be exclusive of any other rights to which the Director or officer or person may be entitled by law, or agreement, or vote of the Members or otherwise.

ARTICLE VII

Assessments

Section 1. Creation for the Lien and Personal Obligation of Assessments to be Paid to the Association.
The Owner of any Lot, by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant, which covenant shall run with the land and be binding on every Owner, and agree to pay to the Association: (i) annual assessments or charges, and (ii) special assessments for capital improvements, and (iii) annual assessments or charges to effect payment of property taxes which may be assessed against the personal property which may in the future be located on, or contained in, the Common Areas; and such assessments shall be fixed, established and collected from time to time as herein provided. The annual and special assessments and annual assessments for payment of the personal property taxes, together with such interest thereon and costs of collection thereof, including interest, costs and attorneys’ fees, as hereinafter provided, shall be a charge on the Lot and shall be a continuing lien upon the Lot against which each such assessments is made, and said lien may be enforced in the same manner in which mortgages are enforced. Each such assessment, together with such interest, costs and reasonable attorneys’ fees for its collection, including at the appellate level, shall also be the personal obligation of the person or entity who was the Owner of such property at the time when the assessment fell due. The personal obligation shall not pass to his successors in title unless expressly assumed by them.

Section 2. Purpose of Assessments.
The assessments to be levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents of the Development and for the operation of the Association and shall specifically include, but not be limited to: the maintenance and operation of the private roads servicing the Development; maintenance of all lighting and parking facilities in the Common Areas; and the payment of taxes and insurance for the Common Areas; payment for the improvement and maintenance of the property, services and facilities related to the use and enjoyment of the Common Areas and of the homes situated within the Development; maintenance of the storm water detention areas and storm water easement areas within the Development; expenses incurred by the Association’s Board of Directors or officers in performing their obligations and duties as prescribed in these By-Laws.

Section 3. Annual Assessments.
From and after January 1, 1998, the annual assessment shall be determined in accordance with these By-Laws of the Association, taking into account current maintenance costs and future needs of the Association. The maintenance costs shall include and shall mean, but shall not be limited to, all operating costs of the Association, maintenance and repair costs of the Common Areas, payment of insurance premiums for the Common Areas, payment of any personal property taxes on the Common Areas, and maintenance and repair costs for the storm water detention area. The annual assessment shall also include a sum required to provide an adequate reserve fund for the maintenance, repair and replacement of the Common Areas and storm water detention areas and any improvements thereon, if any, or any personal property owned by the Association for which payments are to be made in regular installments rather than by special assessment.

Section 4. Special Assessments for Capital Improvements.
In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, or unexpected repair or replacement of a described capital improvement upon any Common Area, including the necessary fixtures and personal property related thereof; provided, however, that any such special assessment in excess of fifteen percent (15%) of the regular annual assessments shall have the assent of two-thirds (2/3) of the votes of the Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members in accordance with these By-Laws and shall specify the purpose of the special assessment.

Section 5. Uniform Rate of Assessment.
Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis.

Section 6. Quorum for Any Action Authorized Under Section 4.
At each meeting called, as provided in Section 4 hereof, the presence of the meeting of Members or of proxies entitled to cast fifty percent (50%) of all the votes of membership shall constitute a forum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirements set forth in Section 4 and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 7. Date of Commencement of Annual Assessments; Due Dates: The annual assessments provided for herein shall commence as to all Lots on the first day of the month of January 1998.
The Board of Directors of the Association shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due date shall be established by the Board of Directors. The association shall upon demand at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 8. Effect of Nonpayment of Assessments; Remedies of the Association: Any assessments which are not paid when due shall be delinquent.
If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association, acting through its Board of Directors, may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the Lot to which the assessment is levied, and interest, costs and reasonable attorneys’ feet, including at the appellate level, of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or abandonment of his Lot.

Section 9. Exempt Property: The following property subject to these provisions shall be exempt from the assessments created herein: (a) any portion of the Development dedicated to and accepted by a local public authority; (b) the Common Areas; (c) any portion of the Development which is designated and/or reserved for easements; and (d) any Lots or portion of the Development owned by the Developer.

ARTICLE VIII

Committees

Section 1. General. Committees to perform such tasks and to serve for such periods as may be designated by the Board are hereby authorized. Each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.

ARTICLE IX

Miscellaneous

Section 1. Fiscal Year.
The fiscal year of the Association shall be determined by resolution of the Board. In the absence of such a resolution, the fiscal year shall be the calendar year.

Section 2. Parliamentary Rules.
Roberts Rules of Order (current edition) shall govern the conduct of all Association proceedings, when not in conflict with Ohio law, the Articles of Incorporation, these By-Laws, or a ruling made by the person presiding over the proceeding.

Section 3. Conflicts.
If there are conflicts or inconsistencies between the provisions of Ohio law, the Articles of Incorporation, and these By-Laws, the provisions of Ohio law, the Articles of Incorporation, and the By-Laws (in that order) shall prevail.

Section 4. Amendment.
Subject to the veto rights of the Developer, these By-laws may be amended by the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the Members; provided, however, in no event shall any amendment be made to these By-Laws without the consent of the Developer until such time as the Developer no longer owns any Lots in the Development.

Winston Manor Homeowners Association, Inc. Covenant & Restricitons

1. The general plan for Winston Manor is to have all structures designed to blend in a pleasing manner with the Early American Western Reserve character of the City of Hudson Village. The general plan also includes a recreation area for the use of Winston Manor residents. The location of the recreation area is the extreme northwest corner of the Winston Manor subdivision. The recreation area will include two tennis courts, a swimming pool, and a building appropriate for servicing the pool and tennis courts. The recreation area will be constructed by Lepp Construction, Inc. for the exclusive use of Winston Manor residents. (Including 18 lots in Phase I, 17 lots in Phase II, 25 lots in Phase III, 30 lots in Phase IV, 17 lots in Phase V, 18 lots in Phase VI, and 23 lots in Phase VII.)

It is the intention of Lepp Construction, Inc. to form a Winston Manor Home Owners Association, which will include all lot owners in Winston Manor (Approximately 150 lot owners). Upon the creation of the Home Owners Association it will become the association’s responsibility to maintain the recreation area, which will be transferred from Lepp Construction, Inc. to the association at no cost to the association.

The lake area on sub lots 118, 119 and 120 in Phase VI, lots 89, 90, 91 in Phase IV and lots 127, 128 in Phase VII are for the private use of the seven lot owners. The lake is designed as a storm water management area and, as such, is for the benefit of the entire Winston Manor subdivision. The lake area and any other areas shown on the record plat as being in storm water easement areas shall be the responsibility of the Winston Manor Home Owners Association in the event the desired maintenance is beyond that which the City of Hudson Village maintenance forces provide.

2. The following shall apply until two (2) years after such time Lepp Construction, Inc. the Developer, no longer owns any lot in Winston Manor Phases VI:

No grading or landscaping shall be performed on any lot, nor shall any building or structure, nor any addition thereto, nor any alteration thereof be erected, reconstructed, placed, or suffered to remain upon any lot unless and until two (2) copies (One of which may be permanently retained by the Developer) of plans and specifications thereof showing in such detail as Developer may request, the size, location, type, cost, use, the materials of construction, the color scheme, the plot plan and grading plan of the lot (including the grade elevation of said buildings and structures), the landscaping and such other information as the Developer shall request, have been furnished to and approved in writing by the Developer and the Developer’s Architect. The Developer reserves the right to reject all such plans and specifications as aforesaid for any reasonable ground, including, but not limited to, aesthetic reasons. All plans submitted shall be drawn to 1/4” or 1/8” scale and include floor plans for all levels, plot plans, and elevations. Elevations shall call out materials and colors specified. Developer’s approval of such plans and specifications shall not be withheld if the same comply with the requirements of the general plan of Winston Manor. Developer’s Architect shall act on all plans submitted within 14 days after submission by the owner. Owner must likewise comply to all City of Hudson Village requirements regarding architectural approval.

3. No construction shall be performed on any lot except by contractors who have first been approved by the Lepp Construction, Inc., the Developer, in writing. It being the intent of the Developer to maintain the quality of homes in the subdivision by permitting construction only by contractors who have, in the Developer’s judgment, the ability and experience to build fine quality, custom homes in accordance with the Developer’s general plan for the subdivision.

4. Each lot shall be used only for single family, private residence purposes.

5. Any building erected upon any lot shall comply with the following requirements:
Living area of any dwelling in Phase VI shall not be less than two thousand six hundred square feet. “Living area” shall not include garages, attics, basements, breezeways, porches, patios or any enclosed area not heated for year round living.
Garages must be of minimum size to house the full size automobiles and must be attached to the dwelling. Garage vehicle doors shall face the side or rear lot line of the lot upon which garage is situated.
No exposed masonry block shall be permitted on any part of any structure.
(1) Wood, aluminum, or vinyl siding shall have a maximum exposure of 5 inches to the weather. Facia and soffets may be wood, aluminum or vinyl. Corner boards and all other trim work shall be wood, vinyl or aluminum clad. Frieze boards shall have a minimum width of 10 inches and corner boards shall be a minimum width of 6 inches.
(2) All chimneys shall be masonry brick or natural stone and not less than 42 inches wide at the flue exit.
(3) No exposed masonry block shall be permitted on any part of any structure.
(4) The minimum roof pitch shall be 30 degrees or 7:12.

6. Substantial duplication of existing or planned exterior characteristics of a principal residence for another lot may be only permitted with approval of the Developer and the Developer’s Architect.

7. Not more than one building, conforming in character to the main residence and not larger than 200 square feet, shall be permitted in the rear of a lot for the purpose of housing equipment. Such building must adhere to all applicable City of Hudson Village requirements.

8. No residence of a temporary nature shall be permitted either temporarily or permanently.

9. During construction the Builder shall cause all debris to be removed from the lot and shall not allow the burial of such debris on the lot or its use as fill material at any location on the lot.

10. All driveways on a lot must be paved to the street curbs. Curbs must be cut with an appropriate power saw using appropriate blades designed for cutting concrete. Hammering and chiseling, as a method of cutting curbs, is prohibited. The low owner will be held responsible to replace any curb sections damaged by such method.

11. Lawns and landscaping must be installed within six months of occupancy of house. Lawns shall be kept properly trimmed at all times.

12. All electrical, television and telephone cables shall be installed underground.

13. No television towers, radio towers or satellite dishes shall be permitted on any lot.

14. No above ground pool shall be permitted on any lot.

15. All fuel storage containers must be placed within the dwelling or underground.

16. All mail boxes and mailbox holders shall be uniform in design as specified by the Developer’s Architect.

17. No rubbish, trash, garbage or waste material shall be kept or permitted on any lot except in sanitary containers, which shall be placed within enclosed areas.

18. No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot, except for dogs, cats and other common household pets, provided they are not kept or bred for commercial purposes, and provided they are kept in such a manner as not to constitute a nuisance.

19. No tractor, trailer, truck, boat or recreational vehicle such as campers, motor homes, horse trailers, etc. may be stored outside on any lot, nor shall any such vehicle be parked temporarily in the open on any lot for a period exceeding twenty-four (24) hours.

20. No noxious or offensive activity shall be conducted or permitted on any lot.

21. No activity, nor business, nor any act shall be done upon any lot, which may be, or may become, an annoyance to the neighbors.

22. Each owner shall at his sole cost and expense maintain and keep his dwelling and any other building on is lot in a state of good repair.