Covenants
Declaration of Covenants, Restrictions
and Affirmative Obligations1
WHEREAS, by Deed recorded among the Land Records of Anne Arundel County, Maryland in Liber 3023, Folio 667, certain real property therein is fully described as “Severn Woods” development.
WHEREAS, it is the intention of the members of Severn Woods Homeowners Association to impose certain covenants, restrictions and conditions with respect to the lots hereinafter described, said lots being a part of the tract of land described in the aforesaid Deed. The lots which are the subject matter of this document are described as follows:
Lots 1 through 115 inclusive, all as shown on the Plat entitled “Severn Woods”, which is recorded among he Land Records of Anne Arundel County in Plat Book 107, and Folio 5559.
NOW THEREFORE, THIS DECLARATION WITNESSETH: That the Severn Woods Homeowners Association, in consideration of the premises and for the benefit of the owners from time to time of the property hereby affected, does hereby declare that all of the properties described above shall be held, sold and conveyed subject to the following covenants, restrictions, reservations, easements, liens, charges, conditions, or other provisions contained herein which the owners thereof from time to time hereafter shall, by virtue of having accepted a deed thereto, be held to have covenanted on behalf of themselves, their heirs, successors and assigns to keep and observe; said covenants, restrictions, conditions, and other provisions shall be construed as covenants maintaining a “General Uniform Scheme of Development” to bind all of the lots indicated above or to be later developed and recorded.
1The original Declaration of Covenants, Restrictions and Affirmative Obligations is filed with the land records of
Table of Contents
Covenant
Property Owner Association Membership………………………….. 2
Section 1. Creation of the Lien and Personal Obligation of Assessments................................ 2
Section 2. Purpose of Assessments.............................................................................................. 2
Section 3. Maximum Annual Assessment .................................................................................... 2
Section 4. Special Assessments for Capital Improvements....................................................... 2
Section 5. Notice and Quorum for any Action Authorized Under Sections 3 and 4.................. 3
Section 6. Uniform Base of Assessment ...................................................................................... 3
Section 7. Date of Commencement of Annual Assessments and Due Dates.......................... 3
Section 8. Effect of Nonpayment of Assessments, Remedies of the Association.................... 3
Section 9. Subordination of the Lien to Mortgages...................................................................... 3
Section 10. Exempt Property............................................................................................................ 3
Section 11............................................................................................................................................ 4
Use Restrictions And Easements. 4
Section 1. Open Space and Recreation Areas............................................................................ 4
Section 2. Signs............................................................................................................................... 5
Section 3. Erosion Control and Storage of Building Materials.................................................... 5
Section 4: Antennas, Aerials, Towers............................................................................................ 5
Section 5. Prohibition of Noxious Activities and Limitations of Keeping of Animals................ 5
Section 6. Easements...................................................................................................................... 5
Section 7. Hunting and Trapping.................................................................................................... 5
Section 8. Temporary Structures.................................................................................................... 5
Section 9. Completion of Construction.......................................................................................... 6
Section 10. Fuel Tanks and Storage Receptacles......................................................................... 6
Section 11. Removal of Trees........................................................................................................... 6
Section 12. Vehicles.......................................................................................................................... 6
Section 13. Fences and Walls.......................................................................................................... 6
Section 14. Accessory Structures.................................................................................................... 6
Architectural Control Committee. 7
Section 1. Review of Committee. 7
Section 1. Enforcement..................................................................................................................... 7
Section 2. Severability ...................................................................................................................... 7
Section 3. Amendment ..................................................................................................................... 7
Section 4. Annexation........................................................................................................................ 8
Section 5. Prosecution of Covenant Violations............................................................................... 8
Section 6. Failure to Enforce Covenants Not a Waiver.................................................................. 8
Section 7. Association’s Right to Change or Modify Covenants.................................................. 8
Section 8. Assignments by Community Association...................................................................... 8
ARTICLES OF INCORPORATION.. 10
COVENANT
ARTICLE 1
Section 1. “Association” shall mean and refer to the Severn Woods Homeowners Association, Inc.
Section 2. “Owner” shall mean and refer to the record owner, whether one of more persons or entities of a fee simple title to any lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 3. “Properties” shall mean and refer to all real property herebefore described and such additions thereto as may be hereafter brought within the jurisdiction of the Association.
Section 4. “Common Area” shall mean and refer to all real property owned by the Association, including recreation and open space land, as shown on the plat of Severn Woods, for the common use and enjoyment of the Owners.
Section 5. “Declarant” shall mean and refer to Severn Woods Homeowners Association.
Section 6. “Members shall mean lot owners in the subdivision of Severn Woods. “Associate Members” shall consist of members of the immediate families of lot owners provided that said lot owner resides in the subdivision. Associate Members also shall include tenants occupying the premises under a lease in the case where the member is not a resident of Severn Woods.
Section 7. “Buffer” shall mean an area of no less than 25 feet adjacent to the non-tidal wetlands as shown on the final plans, record plat and final development plan which is to be left undistributed.
ARTICLE II
Property Owner Association Membership
Each lot Owner, by acceptance of a Deed, shall become a member or associate member of the Association, be bound by the provision of its By-laws and shall be responsible for the payment of it’s dues and assessments as outlined in the By-laws and in Article II of this Declaration.
ARTICLE III
Covenant for Maintenance Assessments
Section 1. Creation of the Lien and Personal Obligation of Assessments. The Association for each lot owned with the Properties, hereby covenants and each Owner of any lot by acceptance of a Deed, is deemed to covenant and agree to pay to the Association: (1) annual assessments or changes and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments together with interest, costs, and reasonable attorney fees, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with interest, costs, and reasonable attorney fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due.
Section 2. Purpose of Assessment. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the residents in the Properties and for the improvement and maintenance of the Common Areas. Including the recreation and open space areas as shown on plats of Severn Woods and of any structures situate upon the Properties. The assessments shall not be used to contest zoning issues nor to hire legal counsel to contest zoning issues.
Section 3. Maximum Annual Assessment. Until January 1, 1986, the annual assessment shall be Twenty Five Dollars ($25.00) per lot.
(a) From and after January 1, 1986, the annual assessment will be determined by a budge prepared by the Association and assessed to each lot.
(b) From and after January 1, 1987, the maximum annual assessment may be increased by not more than five percent (5%). The annual assessment may be increased by more than five percent by a vote of two thirds (2/3) of each class of members who are voting in person or by proxy at a meeting duly called for this purpose.
(c) The Board of Directors may fix the annual assessment at an amount not in excess of the maximum.
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, reconstructions, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent to two thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose.
Section 5. Notice and Quorum for any Action Authorized Under Sections 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Sections 3 and 4 above shall be sent to all members not less than 30 days nor more than 60 days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
Section 6. Uniform Base 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 7. Date of Commencement of Annual Assessments and Due Dates. The annual assessments provided for herein shall commence as to all lots on the first day of January of the year following the conveyance of the Common Area or of the first lot settlement. The Board of Directors 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 dates shall be established by the Board of Directors. The Association shall, upon demand and for a reasonable charge furnish a certificate signed by an officer of the Association setting faith whether the assessments on a specified lot have been paid. However, in no event shall the Association be responsible to pay any assessments.
Section 8. Effect of Nonpayment of Assessments, Remedies of the Association. Any assessment no paid within thirty (30) days after the due date shall bear interest from the due date oat the rate of twelve percent (12%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose this lien against the property. No owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his lot.
Section 9. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage.
Section 10. Exempt Property. All properties dedicated to and accepted by a local public authority shall be exempt from the assessments created herein. However, no land or improvements devoted to dwelling use shall be exempt from said assessments.
Section 11. The obligation with respect to assessments contained in this Article III shall not apply to the Association.
ARTICLE IV
Section 1. All lots and parcels of land shown on the recorded plot of the subject lots shall be used for the following purpose only: single family residential dwellings, parks, playgrounds, recreational areas, community and/or private clubs, schools and churches. This restriction shall not apply to lots or parcels specially excepted there from by notation to that effect on any of the recorded plots for some other purpose of purposes.
ARTICLE V
Open Space Recreation Area and Passive Recreation Area
Section 1. These areas, if any, shall consist of that portion on the plots of Severn Woods indicated on said plots as either “Open Space”, “Recreation Area”, or “Passive Recreation Area” that is deeded to the Association, maintained by the Association and for use only as indicated on the plats.
ARTICLE VI
Section 1. There is expressly reserved unto the Association, the sale and exclusive right to establish grades and slopes (including surface and subsurface drainage) on all lots and to fix the grade at which any dwelling or other structure shall hereafter be erected or place thereon so that the same shall conform to a general plan subject only to compliance with the regulations of public authorities having control thereof, if any.
ARTICLE VII
Section 1. All Wetlands and Buffers associated with the Passive Recreation Areas, Wetlands and Stormwater Management Ponds shall not be disturbed except for necessary maintenance or care of the Wetlands areas. There shall be no clearing, grading or filling of these areas.
ARTICLE VIII
Use Restrictions and Easements
Section 1. Open Space and Recreation Areas. The Open Space and Recreation Areas, if any, shall be open only to the use of Members and Associate Members. The Passive Recreation Areas are to be left undisturbed. There shall be no clearing, grading or filling of these areas.
Section 2. Signs. No commercial sign of any kind shall be displayed to public view on any dwelling lot, except that signs not exceeding one (1) square foot in size may be displayed by physicians or members or other learned professions upon the express written consent of the Association. Personal signs for the purpose of identifying the owner or occupant by name and street address may be permitted, but such signs are to be approved by the Association.
Section 3. Erosion Control and Storage of Building Materials. At no time shall any lot or parcel be tripped of its topsoil, trees, or allowed to waste away by being neglected, excavated, or having refuse or trash thrown or dropped or dumped upon it. No lumber, brick, stone, cinder block, concrete block, or any other materials used for building purposes shall be stored upon any lot more than a reasonable time for the construction in which they are to be used to be completed.
Section 4. Antennas, Aerials, Towers. No aerials, poles, towers, antennas or similar structures shall be erected on a dwelling lot, except by express written consent of the Association. This shall include, but not be limited to television and radio apparatus. Television antennas may be erected but shall be limited to no more than five (5) feet in height above the rooftop of the dwellings and must be attached to the said rooftop.
Section 5. Prohibition of Noxious Activities and Limitations on Keeping Animals. No noxious or offensive activity shall be carried on upon any residential lot or shall anything be done thereon tending to cause embarrassment, discomfort, annoyance, or nuisance to the neighborhood. There shall not be kept or maintained devices, things, or animals, specifically including but not limited to fowl, pigeons, cows, swine, goats, poultry, or other livestock. However, this restriction shall not prevent the keeping of not more than two (2) of each of the following: dogs, cats, or birds as household pets provided that same are not bred for commercial purposes, nor shall there be allowed any other thing of any sort whose normal activities or existence is in any way noxious, dangerous, unsightly, odoriferous, noisy, unpleased, or of a nature as may diminish or destroy the enjoyment of other property in the neighborhood by the owners thereof. Dogs or other pets shall not be permitted loose in the neighborhood.
Section 6. Easements. All lots or parcels of ground shall be subject to all easements and agreements of record, and Association further reserves an additional easement ten (10) feet wide along the boundary lines of all such lots or parcels for storm drainage, utility installation and maintenance.
Section 7. Hunting and Trapping. Hunting and trapping are expressly forbidden with properties.
Section 8. Temporary Structures. No temporary structures such as sheds, trailers and tents shall be erected without the express written approval of the Association, and can be used, if permitted, only during periods of construction and in no event can be used as a residence, either temporary or permanent. An exception to the construction of storage shed will be permitted under the following restrictions: sheds must not exceed six (6) feet in height and eight (8) feet in depth; they must be of similar color and material to the house; they must be placed to the rear of dwelling (as close to the house as possible); and a plan must be submitted to the Association prior to installation for approval on placement.
Section 9. Completion of Construction. The exterior of all dwellings and other structures must be completed within one (1) year after the construction of the same as commenced, except where such time for completion would result in great hardship to the owner or builder due to strikes, fires, national emergency or natural calamities.
Section 10. Fuel Tanks and Storage Receptacles. No fuel tanks or any similarly storage receptacles may be exposed to view or installed except within the main dwelling house, within an accessory building, within a solidly screened or enclosed area, or buried underground.
Section 11. Removal of Trees. No large trees measuring six (6) inches or more in diameter at ground level may be removed without the written approval of the Association, unless located within twenty (20) feet of the main dwelling or accessory building.
Section 12. Vehicles. Boats, boat trailers, campers, recreational vehicles, commercial vehicles, trucks, horse trailers or utilities trailers and similar vehicles may be maintained on a private lot only within an enclosed or screened area which renders such object not visible from the road or neighboring property. No automobile or vehicle or any kind and no boat or trailer of any kind shall be constructed, restored or repaired upon any private lot in such a manner that said construction, restoration, or repair is visible from the road or neighboring properties.
Section 13. Fences and Walls. No fence or wall shall be erected, placed or altered on any residential lot, expect in accordance with the following specifications:
All fences or walls shall be made of wood only and shall be permitted to extend only from the rear corners of each respective dwelling house at right angles to the said lot lines for each such respective dwelling house, thence to the rear corners of said lot, and thence across the rear lot line for each dwelling house. No fence or wall shall be more than seventy-two inches (72”) high.2
Fences alongside of or in front of dwellings are not to be permitted, except that decorative walls and gates, screening fences, refuse storage receptacles, and retaining walls may be permitted upon express written consent of the Declarant, its successors or assigns. Any fence that is painted may be painted to match the color of the house.
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Section 14. Accessory Structures. No structure of any temporary character and not tent, trailer, mobile home, shack or other outbuilding, except as provided herein, shall be placed or permitted to remain on any private lot or common area at any time, except that temporary construction shelters may be erected and maintained during and used exclusively for construction of any approved work or improvement, and such temporary shelters shall not in any event be used for living quarters and shall be removed from the premises promptly upon completion of the approved work or improvement.
ARTICLE IX
Architectural Control Committee
Section 1. Review of Committee. Except as provided for in Article VII hereof, no building, fence, wall or other structure shall be commenced; erected or maintained within the subdivision, nor shall any exterior addition to or change or alteration therein be made until the plans and specifications showing the nature, kind, shape, height, materials, color and location of the same shall have been submitted to the approved in writing as to the harmony of external design and location in relation to surrounding structures and topography by the Association. In the event said Association falls to approve or disapprove such design and location within sixty (60) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with. Design approval hereunder shall in no way be construed as passing judgment or making a determination with respect to the correctness of the location, structural design, suitability of water flow or drainage, location of utilities or other qualities of the item being reviewed. The application having first been made and approval obtained as provided above shall be deemed to be in violation of this covenant and may be required to be restored to the original condition at Owner’s cost. Association shall have the right to change a reasonable fee for reviewing each application in an amount not to exceed $100.00. Nothing herein contained shall apply to any building, fences, walls or other structures commenced, erected , maintained or to be erected upon land within the subdivision as long as title to such land is held by the Association. Any such exterior addition to or change or alteration made without application having first been made and approval obtained as provided above shall be deemed to be in violation of this covenant and may be required to be restored to the original condition at Owner’s cost.
ARTICLE X
Section 1. Enforcement. The Association or any Owner shall have the right to enforce by any proceeding at law or in equity all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.
Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.
Section 3. Amendment. The covenants and restrictions of this Declaration shall run with and bind the land for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years. This Declaration may be amended by an instrument signed by not less than majority of the lot Owners. Any such amendment must be recorded.
Section 4. Annexation.
(a) With Consent. Additional residential property and Common Area may be annexed to the Properties with the consent of two-thirds (2/3) of each class of the members.
(b) Without Consent. Additional land may be annexed by the Association without the consent of the members.
Section 5. Prosecution of Covenant Violations. If the parties hereto or any of them, their successors or assigns, shall violate or attempt to violate any of the covenants herein, it shall be lawful for the Association, or any other person or persons owning residential lots with like covenants, to prosecute any proceeding at law or in equity against the person or persons violating or attempt to violate any such covenants to either prevent him or them from doing and/or to recover damages for such violation.
Section 6. Failure to Enforce Covenants Not a Waiver. The failure to enforce any right, reservation, restriction or condition contained in this Declaration, however long continued, shall not be deemed a waiver of the right to do so thereafter as to the same breach or as to a breach occurring prior or subsequent thereto and shall not bar or affect its enforcement.
Section 7. Association’s Right to Change or Modify Covenants. The Association, hereby reserves the right in its absolute discretion to annul, waive, change or modify any of the restrictions, conditions, or covenants contained herein with respect to restrictions, conditions or covenants subsequently recorded as applicable to other lots in the Severn Woods subdivision. However, any modifications or changes to covenants regarding Wetlands, not only physical changes but those reflected in covenants, or Passive Recreation Areas, if any, must be approved by the Office of Planning and Zoning of Anne Arundel County, Maryland.
Section 8. Assignments by Community Association. Any or all of the right and powers, titles, easements and estates reserved or given to the Severn woods Homeowners Association in this declaration may be assigned to any one of more corporations or assigns that will agree to assume said right, powers, duties, and obligations and carry out and perform same. Any such assignment or transfer shall be made by appropriate recorded instrument in writing in which the assignee or transferee shall join for the purpose of evidencing its acceptance of such rights and powers; and such assignee or transferee shall thereupon have the same rights and powers and be subject to the same obligations and duties as are herein given to and assumed by the Association.
ARTICLES OF INCORPORATION3
First: A corporation is herby formed under and by virtue of the General laws of the State of
Second: The name of the corporation (which is hereinafter called the “Association”) is:
SEVERN WOODS HOMEOWNERS ASSOCIATION, INC.
Third: The Association is not formed for pecuniary gain or profit, direct or indirect, to itself or its members. The purposes for which the Association is formed are as follows:
To organize and operate a non-profit civic organization which shall be organized and operated exclusively for the promotion of the health, safety, common good and social welfare of the owners of property in, and the residents of, that development in Anne Arundel County known as Severn Woods Development and located upon the property described in that certain Declaration (hereinafter referred to as the “Declaration”), dated November 17, 1986, by Severn Road Limited Partnership, and filed for recording among the Land Records of Anne Arundel County, Maryland, in Liber H.E.S. No. 4419, folio 49, (hereinafter referred to as the “Property”), and such additions thereto as may herafter be annexed thereto pursuant to the provisions of the Declaration.
For the general purpose aforesaid and limited to that purpose, the Association shall have the following specific purposes (hereinafter sometimes referred to as the “Purpose” or “Purposes”):
1. To do any and all lawful things and acts within its powers, as hereinafter set forth, which the Association from time to time may deem to be appropriate in order to benefit, aid promote and provide for peace, health, safety, convenience, comfort and the general welfare of the owners of property in, and the residents of, the Property:
3The original Articles of Incorporation are filed with the Maryland State Department of Assessments and Taxation, Book 204, Pages 655-660. Approved for Record on 8/19/87 at 8:31 AM. Doc Number 72318125, 29 Oct 87. H. Eric Schafer, Clerk.
2. To conduct all activities and perform all responsibilities relating to the operation, maintenance and development of community facilities and services within the Property, as the same are more fully set forth In the Declaration;
3. To operate and maintain any and all property or facilities which It may acquire for the use and benefit of its members.
Solely in aid of the Purpose of the Association, the Association shall have the following powers:
1. To purchase, lease, hire, receive donations of, or otherwise acquire, hold, own, develop. Improve, maintain and operate and to old and subscribe toward the acquisition, development or improvement of, real and personal property, and rights and privileges therein, suitable or convenient for the purposes of the Association;
2. To purchase, lease, hire, receive donations of, or otherwise acquire, hold, own, develop, erect. improve, manage, maintain and operate, and to aid and subscribe toward the acquisition, construction or Improvement of, systems, buildings, machinery, equipment and facilities, and any other property or appliances which may pertain to or be useful In the accomplishment of the Purposes of the Association;
3. To impose, collect and disburse dues and assessments in accordance with and subject to the provisions of the Declaration;
4. To solicit, receive and accept donations of money or property or any interest in property from the state of Maryland, County of Anne Arundel, or any subdivision of either the Federal Government or any agency or instrumentality thereof or from any person or entity;
5. To raise money for any particular facility or service which the Association proposes to provide by means of payment of dues or special assessments by Its members and to provide, operate and maintain, and supervise the use of any such facility or service upon the voluntary payment of such dues or assessments by its members;
6. To make contracts. incur liabilities, and borrow money and to issue bonds, notes or other obligations and secure the same by mortgage or deed of trust of all or any part the property, franchise or income owned by the Association and to guarantee the obligations of others in which it may be interested for the furtherance of the Purposes of the Association;
7. To undertake and prepare or cause to be prepared studies, plans, recommendation, budgets and any other similar things (for submission to any public authority, civic group or association, or for its own use) which relate to any phase or aspect of the physical, social or cultural development of the Property, and to create or cause to be created, committees and other organizations for the supervision and implementation thereof;
8. To sponsor, engage in, conduct and encourage cultural, educational, social and civic and other beneficial activities relating to the Property, and civic activities relating to the cultural, educational, social and civic affairs of the owners of property in, or residents of, the Property, and to appear before and represent its members in or before other civic groups, associations, boards or other like organization;
9. To have and exercise to the extent necessary or desirable for the accomplishment of the aforesaid specific purposes and to the extent that they are not inconsistent with the Purposes of the Association, any and all powers conferred upon corporations of a similar character by the General Laws of the State of Maryland,
Fourth: The mailing address of the Association is;
Severn Woods Homeowners Association, Inc.
Fifth: The Association is not authorized to issue capital stock.
Sixth: Every Owner shall automatically be a member of the Association. "Owner", for purposes of this Article SIXTH, shall mean and include the owner of the fee simple or long term leasehold interest in, any lot within the Property described in the Declaration, or any common or joint interest therein if such lot is owned by more than one person or entity, Membership shall be appurtenant to and may not be separated from said ownership of, or leasehold Interest in, any lot within the Property, An Owner may hot decline membership in the Association, nor may an Owner resign from membership, but an Owner may be suspended from membership In accordance with the provisions of the declaration, this Charter or the By-Laws if such Owner falls to comply with all rules, regulations and By-Laws of the Association, including, but not limited to: the payment of such dues and/or assessments as may be levied from time to time by the Association.
No person or other entity shall be a member of the association after they cease to own or hold the interest in a portion of the property which theretofore qualified them for membership under the provisions set forth above. Contract sellers of any of the interests set forth above in connection with qualification for membership in the association shall be members, but those having an interest merely as security for the performance of on obligation or as contract purchasers shall not be members of the Association.
Seventh: All members, so long as the same shall qualify under Article SIXTH above, shall be entitled to vote on each matter submitted to a vote at a meeting of members.
Exceptions and conditions:
A. If any member owns or holds more than one lot, such member, subject to the provisions of this Article SEVENTH, shall be entitled to one vote for each lot owned,
B. When any lot is owned or held by more than one member as tenants by the entireties or in joint tenancy or tenancy in common or any other manner of joint or common membership or interest, such members shall collectively be entitled to only one vote relative to that lot, and if such members cannot jointly agree as to how that vote should be cast no vote shall be allowed with respect to such lot, unit, share, membership or other interest.
C. Any member who is in violation of the Declaration, as determined by the Board of Directors, or who falls to pay any dues or any special assessment established by the Association shall hot be entitled to vote during any period in which any such dues or assessments are due and unpaid or in which such violation continues.
D. The Board of Directors may make such regulations, consistent with the terms of the Declaration and this Charter, as it deems advisable for any meeting of members, in regard to proof of membership in the Association, evidence of right to vote, the appointment and duties of inspectors of votes, registration of members for voting purposes, and such other matters concerning the conduct of meetings and voting as it shall deem fit.
E. Except as specified In this Paragraph and in Paragraph F, immediately following, no member shall be entitled to assign his right to vote, by power of attorney, by proxy or otherwise, and no vote shall be valid unless cast in person by the individual member, provided, however,
(i) that in the case of a corporate member, the vote may be cast by an appropriate officer of such corporation;
(ii) that in the case of joint or common ownership as set forth in Subparagraph B of this Article SEVENTH, any one such member shall be entitled to cast the vote with respect to the lot in question; and
(iii) agencies or instrumentalities of the Federal Government, if otherwise entitled to vote, may vote by written proxy.
F. On any matter submitted to the members for vote, any member entitled to vote may cast a vote without attending the meeting In question by either of the following procedures, at his election:
(i) the member may sign a written proxy designating a particular individual to cast the member's vote on any Issue coming before a particular meeting, which proxy shall be valid only with respect to the issue and the meeting specified therein; or
(ii) the member may file a written statement with the Board of Directors prior to the meeting in question, specifying the issue on which the member intends to vote and that the member votes for or against the same,
Any vote cast under either of the procedures set forth in this Paragraph F shall have the same force and effect as the member in question had appeared at the meeting and had cast his vote in person.
Eight: The affairs of the corporation shall be managed by Board of Directors, at least two (2) of whom shall be members of the Association except as herein provided with regard to the initial Board of Directors. The initial Board of Directors shall consist of one (1) director who shall hold office until the election of their successors. Beginning with the first annual meeting of the Association to be held on or before December 31, 1987, the members, at such annual meeting, shall elect nine (9) directors in accordance with the By-Laws of the Association.
Any vacancy occurring in the initial or any subsequent Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by a sole remaining director, and if not previously so filled, shall be filled at the next meeting of members of the Association. Any director elected to till a vacancy shall serve as such until the expiration of the term of the director, the vacancy in whose position they were elected to fill.
Ninth: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Association and of the directors and members:
1. The Board of Directors shall have power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the books, accounts and documents of the Association or any of them shall be open to the inspection of members, except as otherwise provided by statute or by the By-Laws; and, as so provided, no member shall have any right to inspect any book, account or document of the Association unless authorized so to do by resolution of the Board of Directors.
2. The Association may enter into contracts and transact business with any director or member or with any corporation, partnership, trust or association of which any director or members is a stockholder, director, officer, partner, member, trustee, beneficiary, employee or in which any director or member is otherwise interested; and such contract or transaction shall not be invalidated or in anyway affected by the fact that such director or member has or may have on interest therein which is or might be adverse to the interests of the Association, provided that the facts of such interest shall be disclosed or known to the other directors or members acting upon such contract or transaction; and such director or member may be counted In determining the existence of a quorum at any meeting of the members of the Board of Directors which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction, with like force and effect as if they were not so interested. No director or member having disclosed or made known an adverse interest shall be liable to the Association or any member or creditor thereof or any other person for any loss incurred by the Association under or by reason of any such contract or transaction, not shall any such director or member be accountable for any gains or profits realized therefrom.
3. Any contract, transaction or act of the Association or of the Board of Directors which shall be ratified by a majority of the members of each class having voting powers and attending any annual meeting, or attending any special meeting called for such purpose, shall so far as permitted by law be as valid and as binding as though ratified by every member of the Association, provided that a quorum of members shall be present at any such meeting.
4. Any person who is serving or has served as a director or officer of the Association may be indemnified by the Association, insofar as it is able, and insofar as the Board of Directors shall be by resolution determined, against expense actually and necessarily incurred by him in connection with the defense of any action, suit or proceedings in which they are made a party by reason of having been such a member or director, except in relation to matters as to which such person is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.
5. The presence of members holding sixty percent (60%) of the total votes of each class eligible to be cost shall constitute a quorum at any meeting of members, whether present in person or by proxy. If a quorum is not present at any meeting of members, a majority of the members present may call a further meeting of members, in accordance with the provisions of Section 2-502 of the Corporations and Associations Article of the Annotated Code of Maryland or other applicable law and at such further meeting a quorum shall be one half (1/2) of the required quorum at the preceding meeting and by majority vote of those present in person or by proxy may approve or authorize any proposed action, and take any other action, including, without limitation, the election of directors, which might have been taken at the original meeting, if a sufficient number of members had been present.
6. The Association reserves the right to make from time to time and at any time any amendment to its Charter, as then in effect, which may be now or may hereafter be authorized by law, provided, however, that the Declaration may be amended only as therein set forth, and provided that no amendment shall be made except upon the affirmative vote of (I) a majority of the Board of Directors then in office, and (II) a majority of the votes entitled to be cast.
7. There shall be no liquidation, dissolution, or winding up of the Association, nor any transfer of any of the assets of the Association except upon the affirmative vote of a majority of the Board of Directors then in office, and in addition (i) upon the affirmative vote of at least a majority of all votes entitled to be cast by the members. Upon any liquidation, dissolution or winding up of the Association hereunder, the property of the Association, both real and personal, shall be dedicated to and vested in any non-profit corporation formed and operated for purposes similar to those set forth herein for the Association, Anne Arundel County, the State of Maryland, or the United States of America, in the order stated.
8. The Board of Directors of the Association shall in each year elect from among its members a chairman who shall preside at all meetings at which they are present.
9. The Board of Directors shall designate one (1) person (who need not be a member of the Association) to serve as the Manager of the Association. The Manager of the Association shall, ex officio, be the secretary and the chief financial officer of the Association. It shall be the function and the responsibility of the Manager of the Association to (i) attend all meetings of members and meetings of the Board of Directors, and to keep appropriate corporate records of all proceedings; (ii) to keep the fiscal records of the Association and to prepare budgets in connection with the conduct and operation of the affairs of the Association; (iii) generally to advise the Association in the conduct and operation of its affairs; and (iv) to administer and manage the day to day affairs of the Association under the general supervision of the Board of Directors.
10. The Board of Directors of the Association may from time to time establish dues and assessments to be payable by the members of the Association in accordance with the provisions of the Declaration.
11. In exercising the right granted to the Association hereunder to place mortgages or deeds of trust on any port of the property owned by the Association, the Board of Directors shall have the right, without referring the matter to a vote of the Association, to place a mortgage or deed of trust on a portion of the property, provided that the proceeds of such mortgage or deed of trust, after paying any expenses incurred in connection with such borrowing, are devoted solely to the construction of improvements on that part of the property so subjected to the mortgage or deed of trust. All mortgages or deeds of trust not specifically permitted by the preceding sentence must be submitted to and approved by a majority of each class of the members of the Association entitled to vote.
Tenth: The duration of the 'Association' shall be perpetual.
IN WITNESS WHEREOF, these Articles of Incorporation take effect the 12th day of August, 1987.
INDEX
aerials . . . . . . . . . . . . . . . . . . . . . . .
antennas . . . . . . . . . . . . . . . . . . . . .
Television antennas . , , . . . . .
assessments . . . . . . . . . . . . . . . . . . .
Maximum Annual Assessment.
Nonpayment of Assessments .
Special Assessments . . . . . . . .
Association . . . . . . . . . . . . . . . . . . .
Buffer , , . . , . . . , . . . . , . . . . . . . . . .
non-tidal wetlands . . . . . . . . .
Common Area . . . . . . . . . . . . . . . .
Declarant . . . . . . . . . . . . . . . . . . . .
dues . . . . . . . . . . . . . . . . . . . . . . . . .
Exempt Property . . . . . . . . . . . . . . .
Fences . . . , . . , . , . . . . . . . . . . . , . ,
grades and slopes . . . . . . . . . . . . . .
Members . . . . . . . . . . . . . . . . . . . . .
Associate Members . . . . . . . .
offensive activity . . . . . . . . . . . . . . .
Open Space . . . . . . . . . . . . . . . . . .
Owner . . . . . . . . . . . . . . . . . . . . . . .
poles . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . , . . . . . , . . . . , , , , , , . ,
Quorum , . . . . , . . . . , . . . , . . . . , . .
Recreation Area , , . . . . . . . . . , , . ,
Passive Recreation Area ....
S i g n s . . . . . . . . . . . . . . . . . . . . . . . . .
Storage . . . . . . . . . . . . . . . . . . . . . .
Building Materials . , . . , . . . . .
Stormwater Management Ponds ..
structures . . . . . . . . . . . . . . . . . . . . .
sheds . . . . . . . . . . . . . . . . . . .
towers . . . . . . . . . . . . . . . . . . . . . . .
t r e e s . . . . . . . . . . . . . . . . . . . . . . . . .
Removal of Trees . . . . . . . . . .
Vehicles . . . . . . . . . . . . . . . . . . . . . .
B o a t s . . . . . . . . . . . . . . . . . . . .
campers . . . . . . . . . . . . . . . . .
commercial vehicles . . . . . . .
recreational vehicles . . . . . . .
Wetlands . . . . . . . . . . . . . . . . . . . .
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