Rules and Regulations – Amber Ridge

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Amber Ridge Homeowners Association members are governed by Covenants and Architectural Guidelines. Both are legally-binding documents. The Association Covenants stipulate the purposes, membership and related logistics of operating the HOA as well as govern the ongoing performance of member property (property maintenance, use, renting, parking, trash, etc.). The Architectural Guidelines govern more specific architectural characteristics of homes and yards. All member homes must be in compliance with both the Covenants and the Design Guidelines.

All Homeowners’ Associations have covenants, and many have related architectural guidelines. Both are intended to preserve and promote property values and protect homeowner investments by ensuring everyone that certain things cannot be done that could have a negative impact on property values. The design guidelines in Amber Ridge were crafted to promote a specific character and atmosphere reminiscent of many desirable neighborhoods.

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SUMMARY OF KEY INFORMATION

Purpose of this Document: The Common Interest and Community Information Disclosure document is provided to each homebuyer at the time of contract to make you aware of a variety of information regarding the community. This document summarizes key information from the recorded plat covenants and the recorded declaration of covenants, conditions and restrictions. If there is any inconsistency between this document and these recorded documents, it is the recorded document that governs the subdivision.

Project Summary: Amber Ridge has been platted as a subdivision in the City of Indianapolis, Franklin Township, Marion County, Indiana with 140 lots on approximately 63.9 acres in D2 zoning with the cluster option.
Zoning of Adjacent Property: The property to the north is zoned for agricultural/residential use. The properties to the south, west and east are zoned for residential use.

Fire & Police Protection: Fire protection and emergency service will be provided by the Franklin Township Fire Department. Police protection will be provided by the Indianapolis Police Department and/or Marion County Sheriff’s Department.

Public Schools: Based upon information provided by Franklin Township Schools, the following schools will serve Amber Ridge:

Bunker Hill Elementary School 317-787-3421
Franklin Township Middle School West 317-862-2446
Franklin Central High School 317-862-6646

Snow Removal: Snow removal is provided within Amber Ridge through the Homeowners Association. Snow will tend to pile up at the end of the driveways and possibly around mailboxes. It is the homeowner’s responsibility to clear the snow in these areas as well as their sidewalks.

Utilities: The main water lines and fire hydrants are owned and maintained by Indianapolis Water Company. Electric service is provided by Indianapolis Power and Light and natural gas is provided by Citizens. Sewer line and storm sewers, excluding laterals from each house, are owned by the City of Indianapolis

Easements: Various easements exist within Amber Ridge. They are granted to the City of Indianapolis and utility companies. These easements have been recorded and are listed on your owner’s title insurance commitment which you received at closing. There is an electric transmission line easement located within Amber Ridge. This is located along the rear of lots 23 through 27, 34 and 35 and sides of Lots 36 and 40. The location of all homes is outside of this easement. Currently, there are no facilities located on the site however, Indianapolis Power and Light and PSI Cinergy has reserved this easement for future use for overhead electric transmission lines. At this time, they do not have a specific schedule for the installation of transmission lines to be installed. No fencing, landscaping or other improvements are allowed with this easement area without the expressed written approval from Indianapolis Power and Light Company.

Maintenance: The owner of any lot shall at all times maintain his/her lot and his/her home so that it its attractive. This means grass and weeds shall be mowed, all debris removed, and anything else that would make the improvements appear unsightly.

Ditches or Swales: Each homeowner who has any part of an open storm drainage ditch or swale on his lot has the responsibility to keep such continuously unobstructed and in good repair, including regular mowing. These swales were planted with grass seed for erosion control during land development and were not graded as part of home construction. Homeowners need to continually over seed these areas with lawn grass seed to keep residential standard grass cover. Any soil erosion that occurs from a homeowners’ lot into a drainage swale will be the responsibility of that homeowner to have the swale restored to ensure proper drainage.

Fence Rows and Perimeter Lots: Wooded areas and fence rows that include trees, shrubs and brush will not be cleaned out, graded or seeded; they will be left natural or in “as-is” condition. Common areas will be maintained by the Homeowners Association. There is approximately 15 acres of common area within Amber Ridge. The amenities include a small playground, walking trails, three lakes, sitting areas and common area landscaping.

Sidewalks: Sidewalks are owned by the City of Indianapolis. Residents need to check with the City before making repairs or improvements to the sidewalk.
Handicap Ramps: C.P. Morgan made every attempt to avoid handicap ramps from falling within driveways. The municipalities determine the location of the ramps. However, there are some instances in which the ramp in the driveway cannot be avoided, such as at T-intersections. These lots are described on the Land Development Rollout Analysis.

Association & Declarations: Purchase of your home automatically includes you in the governing body of Amber Ridge, legally known as the Amber Ridge Homeowners Association, Inc. (Association). This Association owns the common areas and maintains the ponds, amenity areas, and entryways. The Association will collect a service fee from all homeowners and disburse funds related to the maintenance and ownership of these areas. Your rights and remedies as a member of the Association are fully described in the Declaration, By-Law and Articles of Incorporation, a copy of which are available.

Architectural Review: Any proposed exterior change or improvement to your home (except landscaping) must receive prior approval of the Architectural Control Committee of the Amber Ridge Homeowners Association. The application for architectural approval is known as the “Homeowner Request of Change” and is included with this document. The Request for Change can also be found on the Homeowners Association website.

Lake Banks: Lake banks that exist within common areas will be mowed by the Association. However some lake banks exist within the boundaries of the Lot and mowing/maintenance is the responsibility of the Lot owner. Please review your plot plan to determine the boundaries of your lot and its relationship to the Lake. The lake water elevation is subject to seasonal variation.

Vehicle Parking: All motor vehicles utilized by any owner of any lot shall be kept and parked only in such lot’s garage or driveway. No motor vehicle, whether or not utilized by an owner, shall be parked on any street or public right – of – way, except on a temporary and non-recurring basis. No disabled vehicles shall be openly stored on any lot. Additionally, no boat, trailer, camper, motor-home, recreational vehicle, semi-tractor or trailer, or other similar vehicle, shall be kept or parked upon said lot, except within the garage construction for such lot.
Yard and Landscaping Maintenance: All lawns and other landscaping materials located on any lot within the Subdivision shall be maintained on a regular basis in a neat and orderly fashion. In no event shall the grass on any lot exceed a length of six (6) inches.

Solar Panels: No solar panels shall be permitted on the roofs of any structures in the subdivision and any solar panels must be concealed from the view of neighboring lots and the streets.
Satellite Dishes: No Satellite dishes shall be installed or permitted in the community except those with a diameter of 36 inches or less.

Animals: No farm animals, fowls or domestic animals for commercial purposes shall be kept or permitted on any lot or lots in the Subdivision. No noxious, unlawful to otherwise offensive activity shall be carried out on any lot in the Subdivision, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood. All pets shall remain under the control and supervision of an adult owner, and shall not be permitted off of such owner’s respective lot unless on a leash or other restraint. The owner of any pet shall be responsible to clean up or repair any waste or damage caused by such pet, and assure that such pet does not create any unreasonable disturbance.

Antennas: No antennas shall be allowed to extend higher than (5) feet above the roof line on the exterior of homes in the community.

Street Lights: There are neighborhood street lights in Amber Ridge. These will be maintained and paid for by the Amber Ridge Homeowners Association.

Fencing: No fencing shall be installed on any lot without the prior review and approval of the Architectural Control Committee of the Homeowners Association. No fence shall be higher than six (6) feet unless such fence is proposed for the rear yard of a Lot which abuts or is adjacent to a Lake or detention pond, in which such fence shall not be higher than four (4) feet; provided, however, that in the discretion of the Committee, the portion of such fence closest to the rear side of the residence may be six (6) feet in height but may not, at the six (6) foot height, extend more than ten (10) feet from the rear corner(s) of the residence. In exercising its discretion, the committee shall take into account the effects such proposed fence would have on the use and enjoyment of the lake or pond areas by other owners within the Subdivision. Notwithstanding the foregoing, no fence may be constructed within twenty-five (25) feet of the shoreline of any Lake or detention pond. No fencing shall extend forward of a point which is ten (10) feet back from the front corner of the residence. All fencings shall be constructed of wood, vinyl, or vinyl coated chain link. All chain link fencing shall have a black or brown finish and cannot exceed four ( 4) feet in height. No fences, except those fences installed initially be the Developer, shall be erected without the prior written consent of the Architectural Control Committee of the Homeowners Association. No enclosures, structures or “runs” which are designed primarily for the outside keeping of pets or other animals and which are made in whole or part from chain link fencing material, including but not limited to dog runs, kennels, or other similar enclosures, shall not be permitted; provided, however, the Committee shall have the discretion to approve such an enclosure or structure if such is surrounded by a wooden privacy fence which minimizes the visibility of such structure by adjoining property owners.

Awnings and Patio Covers: No metal, fiberglass or similar type material awnings or patio covers shall be permitted in the community.

Swimming Pools: No permanent above-ground swimming pools shall be permitted.

Basketball Goals: No basketball goals shall be permitted on any lot without the prior review and approval of the Architectural Control Committee of the Homeowner’s Association. No basketball goals shall be permitted to be used along any curb on or in any street of the Community.

Playground Equipment: No playground equipment shall be installed on any lot without the prior review and approval of the Architectural Control Committee of the Homeowners Association. All such equipment shall be located at least ten (10) feet from any adjacent property line and in the rear yard of a lot (being the portion of such lot behind the rear corners of the residence on such lot). Notwithstanding the foregoing, in the event such lot is located on a corner in the Community, The Architectural Control Committee may, in its discretion, approve a location for such equipment other than a rear yard provided such is not closer than ten (10) feet from any public sidewalk.

Outbuildings: No trailers, shacks, outhouses, detached storage or tool sheds of any kind shall be erected or situated on any lot in the Community, except as detailed in the 2nd Amendment to the Covenants of Amber Ridge Homeowner’s Association. This standard is enforced by the Architectural Control Committee.
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ADOPTION OF RULES AND REGULATIONS

The original document (available as a PDF below) contains handwriting, signatures and official stamps from the county so we have elected to keep it in its original form rather than to copy and paste the complete contents here.

Three important items you will find detailed in the original document are:

Rule #1: PARKING (Pages 4-7)
Rule #2: ENFORCEMENT (Pages 8-12)
Rule #3: ASSESSMENT aka HOA DUES (Pages 13-16)

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DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR AMBER RIDGE

THIS DECLARATION, dated October ___, 2000, is by C. P. MORGAN COMMUNITIES, L.P., an Indiana limited partnership (“Developer”).

Recitals:

Developer is the purchaser and owner of all of the lands contained in the area shown on Exhibit “A”, attached hereto and made hereto and made a part hereof, which lands will be subdivided for development of Amber Ridge, a single family housing development in Marion County, Indiana (the “Development”), and will be more particularly described on the plats of the various sections thereof recorded and to be recorded in the Office of the Recorder of Marion County, Indiana (the “Plats”).
Developer is about to see and convey the residential lots situated within the platted areas of the Development and before doing so desires to subject and impose upon all real estate within the platted areas of the Development mutual and beneficial restrictions, covenants, conditions and charges contained and as set forth in the Plats (the “Declaration” or “Restrictions”) under a general plan or scheme of improvement for the benefit and complement of the lots and lands in the Development and future owners thereof.

Terms:
NOW, THEREFORE, Developer hereby declares that all of the platted lots and lands located within the Development are held and shall be held, conveyed, hypothecated or encumbered, leased, rented, used, occupied and improved, subject to the Restrictions, all of which are declared and agreed to be in furtherance of a plan for the improvement and sale of said lots and lands in the Development, and are established and agreed upon for the purpose of enhancing and protecting the value, desirability and attractiveness of the Development as a whole and of each of said lots situated therein. All of the Restrictions shall run with the land and shall be binding upon Developer and upon the parties having or acquiring any right, title or interest, legal or equitable, in and to the real property or any part or parts thereof subject to the Restrictions, and shall inure to the benefit of Developer’s successors in title to any real estate in the Development. Developer specifically reserves until itself the right and privilege to exclude any real estate from the Development, or to include additional real estate in the Development including real estate adjacent to the Development.

Definitions. The following are the definitions of the terms as they are used in this Declaration.
1. “Assessment” shall mean the share of the Common Expenses imposed on each Lot or other special assessments, as determined and levied pursuant to the provisions of paragraph 5 hereof.
2. “Association” shall mean the Amber Ridge Homeowners’ Association, Inc., an Indiana nonprofit corporation formed or to be formed under the Indiana Nonprofit Corporation Act of 1991, as amended.
3. “Board” shall mean the Board of Directors of the Association.
4. “Committee” shall mean the Development Control Committee, composed of three (3) members of the Association appointed by the Board. The members of the Committee shall serve for one (1) year terms, but are subject to removal by the Board at any time with or without cause. Any vacancies on the Committee from time to time existing shall be filled by appointment by the Board. Notwithstanding anything here to the contrary, Developer shall have the powers and authority of the Committee during the Development period.
5. “Common Area(s)” shall mean those areas and all improvements located thereon set aside for recreation areas, theme structures or landscaped areas or mounds at street entrances, lights, park areas, street landscaping, the Lakes, as defined herein, the shoreline area of the Lakes as shown on the Plats and any other areas so designated on the Plats.
6. “Common Expense” shall mean the actual and estimated cost to the Association of the proportionate share of the costs for maintenance, management, operation, repair, improvement and replacement of the Common Areas, and any other cost or expense incurred by the Association for the benefit of the Common Areas or for the benefit of the Association.
7. “Development Period” shall mean the period of time during which Developer owns at least one (1) Lot as defined herein.
8. “Lake” or “Lakes” shall mean and refer to the water detention pond(s) or lake(s) and common area portion of the shoreline area as shown on the Plats which serves or shall serve as part of the storm and surface water drainage system serving the Development, as such are or in the future shall be more particularly described on the Plats.
9. “Limited Common Area” may appear upon the Plats designated by block letter and further identified as a “cul-de-loop” which is created for the exclusive use and enjoyment of those particular lots having public street access therefrom. Each such owner shall have an easement for ingress and egress in common with the other adjacent owners to the public street across such area. Such cul-de-loop may further have a landscaped island as may be shown on the Plats therein adjacent to the public right–of-way and such Limited Common Area shall be owned and maintained by equal undivided interests as tenants in common of the lots abutting thereon and using the cul-de-loop as a means of ingress and egress to the public street. Such maintenance and repair shall be undertaken by a determination in writing of a majority of the lot owners having an undivided interest in the Limited Common Area, and upon the failure of any such lot owner to pay his equal contributive share for such maintenance or repair, the remaining lot owners or any one of them may advance the defaulting lot owner’s contributive share upon thirty (30) days’ written notice and such advancement shall constitute a lien upon the lot of the defaulting lot owner enforceable in the same manner and under the same terms as made and provided under the provision of the Mechanics Lien Laws of the State of Indiana, Chapter 116 of the Acts of the 1909 Indiana General Assembly as amended to date, I.C. 32-9-3-2 et seq. Any such lien shall be subordinate to the lien of any first mortgage and any first mortgagee taking title to a lot by foreclosure or deed in lieu thereof shall take title free and clear of any such assessments for work performed prior to such mortgagee’s taking title.
10. “Lot” or “Lots” shall mean any parcel(s) of real estate, whether residential or otherwise, described by one of the Plats.
11. “Member” shall mean any person or entity holding membership in the Association as provided in this Declaration.
12. “Owner” shall mean a person who has or is acquiring any right, title or interest, legal or equitable, in and to a Lot, but excluding those persons (1) having such interest merely as security for the performance of an obligation, and (2) who have agreed to purchase a Lot from the Developer, but have not acquired title to such Lot.
Organization and Duties of Association.
1. Organization of Association. The Association shall be organized as a nonprofit corporation under the laws of the State of Indiana, to be operated in accordance with he Articles of Incorporation which have been filed or will be filed by Developer, and the Code of By-Laws of the Association. The membership of the Association shall consist of one class of voting members, with each Member having equal voting rights. In the event that any one Lot shall be owned by more than one person, partnership, trust, corporation, or other entity, they shall be treated collectively as one Member for voting purposes, so that as to any matter herein to the contrary, during the Development Period, all actions of the Association shall require the prior written approval of the Developer.
2. General Duties of the Association. The Association is hereby authorized to act and shall act on behalf of, and in the name, place, and stead of, the individual Owners in all matters pertaining to the maintenance, repair, and replacement, of the Common Areas, the determination of Common Expenses, and the collection of annual and special Assessments. The Association shall also have the right, but not the obligation to act on behalf of any Owner or Owners in seeking enforcement of the terms, covenants, conditions and restrictions contained in the Plats. Neither the Association nor its officers or authorized agents shall have any liability whatsoever to any Owner for any action taken under color of authority of this Declaration, or for any failure to take any action called for by this Declaration, unless such act or failure to act is in the nature of a willful or reckless disregard of the rights of the Owners or in the nature of willful, intentional, fraudulent, or reckless misconduct.
3. Amendment of Declaration. The Association shall have the right to amend this Declaration at any time, and from time to time, in accordance with paragraph 10 of this Declaration.
4. Insurance. The Association shall maintain in force adequate public liability insurance protecting the Association against liability for property damage and personal injury. The Association may, but need not, maintain in force adequate officers and directors insurance covering the officers and directors of the Association. If appropriate, the Association shall also maintain in force adequate fire and extended coverage insurance, insuring all Common Areas against fire, windstorm, vandalism, and such other hazards as may be insurable under standard “extended coverage” provisions, in an amount equal to the full insurable value of such improvements and property. The Association shall notify all mortgagees which have requested notice of any lapse, cancellation, or material modification of any insurance policy. All policies of insurance shall contain an endorsement or clause whereby the insurer waives any right to be subrogated to any claim against the Association, its officers, Board members, the Developer, any property manager, their respective employees and agents, the Owners and occupants, and also waives any defenses based on co-insurance or on invalidity arising from acts of the insured, and shall cover claims of one or more parties against other insured parties.The Association may maintain a fidelity bond indemnifying the Association, the Board and the Owners for loss of funds resulting from fraudulent or dishonest acts of any director, officer, employee or anyone who either handles or is responsible for funds held or administered by the Association, whether or not they receive compensation for their services. The fidelity bond should cover the maximum amount of funds which will be in the custody of the Association or its management agent at any time, but in no event shall such fidelity bond coverage be less than the sum of one (1) year’s assessment on all Lots in the Development, plus the Association’s reserve funds.The Association shall cause all insurance policies and fidelity bonds to provide at least ten (10) days written notice to the Association, and all mortgagees who have requested such notice, before the insurance policies or fidelity bonds can be canceled or substantially modified for any reason.
5. Condemnation, Destruction. In the event that any of the Common Areas shall be condemned or taken by any competent public authority, or in the event the same shall be damaged or destroyed by any cause whatsoever, the Association shall represent the interests of the Owners in any proceedings, negotiations, insurance adjustments, settlements, or agreements in connection with such condemnation, damage, or destruction. Any sums recovered by the Association shall be applied first, to the restoration and repair of any Common Areas condemned, damaged, or destroyed, to the extent such restoration or repair is practicable, and the balance of such sums shall either be held as a reserve for future maintenance of the Common Areas or turned over to the Owners in proportion to their Pro-rata Shares (as hereinafter defined), whichever may be determined by a majority vote of the members of the Association. Each Owner shall be responsible for pursuing his own action for damaged to his Lot, either by reason of direct damage thereto or by reason of an impairment of value due to damage to the Common Areas. The Association shall notify all Mortgagees of which it has notice of any condemnation, damage, or destruction of any Common Areas.
6. Transfer of Control of the Association. Developer shall transfer control of the Association (subject to its rights under Section 2.A.hereof) as soon as is practical upon the transfer of a number of Lots equal to eight percent (80%) of the Lots in the Development; provided, however, that Developer may transfer control of the Association at an earlier date in its sole discretion.
7. Interim Advisory Committee. Until such time as Developer shall transfer control of the Association pursuant to paragraph 2.F. hereof, there shall exist an Interim Advisory Committee (the “Advisory Committee”). The Advisory Committee shall serve as a liaison between the Owners (other than the Developer) and the Association, and advise the Association from time to time during such period. The Advisory Committee shall consist of three (3) members, each of whom must be an Owner (other than Developer, or an officer, director or employee of Developer). The members of the Advisory Committee shall serve without compensation. The advisory Committee shall be elected for a term of one (1) year by the Owners (other than Developer) at a meeting thereof called for such purpose. The Owners (other than Developer) may remove any member of the Advisory Committee with or without cause, and elect a successor at a meeting thereof called for such purpose.
8. Mortgagees’ Rights. Any mortgagees of any Owners shall have the right, at their option, jointly or severally, to pay taxes or other charges which are in default or which may or have become a charge against the Common Areas and to pay overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy for the Common Areas, and mortgagees making such payments shall be owed immediate reimbursement therefor from the Association. In addition, neither the Owners nor the Association shall materially impair the right of any mortgagee holding, insuring, or guaranteeing any mortgage on all or any portion of the Real Estate.
Powers of Committee.
1. In General. No dwelling, building structure, fencing, exterior painting (excluding repainting in the same color) or exterior improvements of any type of kind (excluding landscaping) shall be constructed or placed on any Lot without the prior written approval of the Committee. Such approval shall be obtained only after written application requesting authorization has been made to the Committee by the Owner of the Lot. Such written application shall be in the manner and form prescribed from time to time by the Committee, and the Committee may require a set of plans and specifications for any such proposed construction or improvement. The Committee may require that such plans include plot plans showing the location of all improvements existing upon the Lot and the location of the improvements proposed to be constructed or placed upon the Lot, each properly and clearly designated. The Committee may also require that such plans and specifications set forth the color and composition of all exterior materials proposed to be used and any proposed landscaping, together with any other material or information which the Committee may require. The Committee has the authority to approve or disapprove all fences based on material, color, height and placement. Notwithstanding anything herein to the contrary, approval of the Committee will not be required for improvements ,fencing or structures placed on a Lot by the Developer.
2. Power of Disapproval. The Committee may refuse to grant permission to construct, place or make the requested improvement, when:
  1. The plans, specifications, drawings or other material submitted are themselves inadequate or incomplete, or show the proposed improvements to be in violation of these Restrictions:
    - The design, proposed material or color scheme of a proposed improvement is not in harmony with the general surroundings of the Lot or with adjacent buildings or structures, including trim, siding, roof and brick colors, or with the Development in general.
    - The proposed improvement or any part thereof would architecturally, in the reasonable judgment of the Committee, be contrary to the interests, welfare or rights of all or any other Owners.
3. Duties of Committee. The Committee shall approve or disapprove proposed improvements within thirty (30) days after all required information shall have been received. A copy of submitted materials shall be retained by the Committee for its permanent files. All notifications to applicants shall be in writing, and, in the event that such notification is one of disapproval, it shall specify the reason or reasons therefore. The Committee shall further affix its signature of approval upon two (2) site plans for purposes of obtaining an Improvement Location Permit, or similar permit, from the Permits Section of the Department of Metropolitan Development, or other applicable governmental authority, if such are required.
4. Liability of Committee. Neither the Committee nor any agent or member thereof, nor Developer during the Development Period or thereafter, shall be responsible in any way for any defects in any plans, specifications or other materials submitted to it, nor for any defects in any work done according thereto.
5. Inspection. The Committee or its designated agent may inspect work being performed to assure compliance with these Restrictions and applicable regulations.
6. Rules Governing Building on Several Contiguous Lots Having One Owner. Whenever two or more contiguous Lots shall be owned by the same Owner, and such Owner shall desire to use two or more of said Lots as a site for a single dwelling, he shall apply in writing to the Committee for permission to so use said Lots. If permission for such a use shall be granted, the Lots constituting the site for such single dwelling shall be treated as a single Lot for the purpose of determining the Assessment and for applying these Restrictions to said Lots, so long as such Lots remain improved with one single dwelling.
Remedies.
1. In General. Any party to whose benefit these Restrictions inure, including Developer, any Owner, the Association, or any applicable governmental authority, may proceed at law or in equity to prevent the occurrence or continuation of any violation of these Restrictions, but Developer or the Association shall not be liable for damages of any kind to any person for failing either to enforce or carry out any of these Restrictions.
2. Delay or Failure to Enforce. No delay or failure on the part of any aggrieved party to invoke any available remedy with respect to a violation of any one or more of these Restrictions shall be held to be a waiver by that party (or an estoppel of that party to assert) any right available to him upon the occurrence, recurrence or continuation of such violation or violations of these Restrictions.
Covenants for Maintenance Assessments.
1. Purpose of Assessments. The Assessments levied by the Association shall be used exclusively for the purpose of preserving the values of the Lots within the Development and promoting the health, safety, and welfare of the Owners, users and occupants of the Development and, in particular, for the Association’s obligations relating to the improvement, repairing, operating, and maintenance of the Common Areas, including, but not limited to, the payment of taxes and insurance thereon, enforcement of the Restrictions, and for the cost of labor, equipment, material, and management furnished with respect to the Common Areas; provided that the Association shall not be responsible for the replacement, repair or maintenance of any Common Areas which are or hereafter may be dedicated to the public. Each Owner (except the Developer) hereby covenants and agrees to pay to the Association:
  1. A Pro-rata Share (as hereinafter defined) of the annual Assessment fixed, established, and determined from time to time, as hereafter provided.
  2. A Pro-rata Share (as hereinafter defined) of any special Assessments fixed, established, and determined from time to time, as hereafter provided.The Developer hereby covenants and agrees to pay to the Association during the Development Period an amount equal to the difference, if any, between the expenditures of the Association made pursuant to this Section 5.A and the aggregate amount of the annual Assessments collected by the Association.
2. Liability for Assessment. Each Assessment, together with any interest thereon and any cost of collection thereof, including attorneys’ fees, shall be a charge on each Lot other than Lots owned by the Developer and shall constitute a lien from and after the due date thereof in favor of the Association upon each such Lot. Each such Assessment, together with any interest thereon and any costs of collection thereof, including attorneys’ fees, shall also be the personal obligation of the Owner of each such Lot at the time when the Assessment is due. However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any proceedings in lieu thereof shall extinguish the lien of such Assessments as to payments which become due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any Assessments thereafter becoming due or from the lien thereof, nor shall any sale or transfer relieve any Owner of the personal liability hereby imposed. The personal obligation for delinquent Assessments shall not pass to any successor in title unless such obligation is expressly assumed by such successor.
3. Pro-rata Share. The Pro-rata Share of each Owner for purposes of this paragraph 5 shall be the percentage obtained by dividing one by the total number of Lots shown on the Plats of the Development (“Pro-rata Share”), except, as provided in Paragraph 3F herein.
4. Basis of Annual Assessments. The Board shall establish an annual budget prior to the beginning of each fiscal year, setting forth estimates of all Common Expenses for the coming fiscal year, together with a reasonable allowance for contingencies and reserves of the Association. A copy of this budget shall be mailed or delivered to each Owner prior to the beginning of each fiscal year of the Association.
5. Basis of Special Assessments. Should the Board at any time during the fiscal year determine that the Assessment levied with respect to such year are insufficient to pay the Common Expenses for such year, the Board may, at any time, and from time to time levy such special Assessments as it may deem necessary for meeting the Common Expenses. In addition, the Board shall have the right to levy at any time, and from time to time, one or more special Assessments for the purpose of defraying, in whole, or in part, any unanticipated Common Expense not provided for by the annual Assessments.
6. Fiscal Year; Date of Commencement of Assessments; Due Dates. The fiscal year of the Association shall be established by the Association and may be changed from time to time by action of the Association. At the election of the Developer, the annual Assessments of each Lot in each section of the Development shall commence on the first day of the second month following the month in which Developer first conveys ownership of any Lot in such section to an Owner. The first annual Assessment within each section of the Development shall be made for the balance of the Association’s fiscal year in which such Assessment is made and shall become due and payable commencing on any date fixed by the Association. The annual Assessment for each year after the first assessment year shall be due and payable on the first day of each fiscal year of the Association. Annual Assessments shall be due and payable in full as of the above date, except that the Association may from time to time by resolution authorize the payment of such Assessments in installments.
7. Duties of the Association.
  1. The Board shall keep proper books and records of the levy and collection of each annual and special Assessment, including a roster setting forth the identification of each and every Lot and each Assessment applicable thereto, which books and records shall be kept by the Association and shall be available for the inspection and copying by each Owner (or duly authorized representative of any Owner) at all reasonable times during regular business hours of the Association. The Board shall cause written notice of all Assessments levied by the Association upon the Lots and upon the Owners to be mailed or delivered to the Owners or their designated representatives as promptly as practicable and in any event not less than thirty (30) days prior to the due date of such Assessment or any installment thereof. In the event such notice is mailed or delivered less than thirty (30) days prior to the due date of the Assessment to which such notice pertains, payment of such Assessment shall not be deemed past due for any purpose if paid by the Owner within thirty (30) days after the date of actual mailing or delivery of such notice.
  2. The Association shall promptly furnish to any Owner or any mortgagee of any Owner upon request a certificate in writing signed by an officer of the Association, setting forth the extent to which Assessments have been levied and paid with respect to such requesting Owner’s or mortgagee’s Lot. As to any person replying thereon, such certificate shall be conclusive evidence of payment of any Assessment therein stated to have been paid.
  3. The Association shall notify any mortgagee from which it has received a request for notice of any default in the performance by any owner of any obligation under the By-laws or this Declaration which is not cured within sixty (60) days.
8. Non-payment of Assessments; Remedies of Association.
  1. If any Assessment is not paid on the date when due, then such Assessment shall be deemed delinquent and shall, together with any interest thereon and any cost of collection thereof, including attorneys’ fees, become a continuing lien on the Lot against which such Assessment was made, and such lien shall be binding upon and enforceable as a personal liability of the Owner of such Lot as of the date of levy of such Assessment, and shall be enforceable against the interest of such Owner and all future successors and assignees of such Owner in such Lot, and shall be collected in the same manner as the Assessments described in paragraph ii hereof; provided, however, that such lien shall be subordinate to any mortgage on such Lot recorded prior to the date on which such Assessment becomes due.
  2. If any Assessment upon any Lot is not paid within thirty (30) days after the due date, such Assessment and all costs of collection thereof, including attorneys’ fees, shall bear interest from the date of delinquency until paid at the rate of one percent (1%) per month until paid in full. In addition to such interest, the Association shall assess a late fee, as from time to time determined by the Board of Directors of the Association. The association may bring an action in any court having jurisdiction against the delinquent Owner to enforce payment of the same and/or to foreclose the lien against said Owner’s Lot, and there shall be added to the amount of such Assessment all costs of such action, including the Association’s attorneys fees, and in the event a judgment is obtained, such judgment shall include such interest, late fees, costs and attorneys’ fees.
9. Adjustments. In the event that the amounts actually expended by the Association for Common Expenses in any fiscal year exceed the amounts budgeted and assessed for Common Expenses for that fiscal year, the amount of such deficit shall be carried over and become an additional basis for Assessments for the following fiscal year. Such deficit may be recouped either by inclusion in the budget for annual Assessments or by the making of one or more special Assessments for such purpose, at the option of the Association. In the event that the amounts budgeted and assessed for Common Expenses in any fiscal year exceed the amount actually expended by the Association for Common Expenses for that fiscal year, a Pro-rata Share of such excess shall be credit against the Assessment(s) due from each Owner for the next fiscal year(s).
Effect of Becoming an Owner. The Owners of any Lot subject to these Restrictions, by acceptance of a deed conveying title thereto, or the execution of a contract for the purchase thereof, whether from Developer or a subsequent Owner of such Lot, shall accept such deed and execute such contract subject to each and every restriction and agreement herein contained. By acceptance of such deed or execution of such contract, the new Owner acknowledges the rights and powers of Developer with respect to these Restrictions and also for themselves, their heirs, personal representatives, successors and assigns. Such Owners covenant and agree and consent to and with Developer and to and with the Owners and subsequent owners of each of the Lots affected by these Restrictions to keep, observe, comply with and perform such Restrictions and agreements.
Control of the Lakes and Common Areas.
1. Control by the Board. The Board shall regulate the Lakes and Common Areas and shall provide for the maintenance thereof in such a manner so as to preserve and enhance values and to maintain a harmonious relationship among structures in the vicinity thereof and the natural or other vegetation and topography of the Lakes and Common Areas.
2. Conditions. No improvements, excavation, changes in grade or other work shall be done upon the Lakes or Common Areas by any Owner, nor shall the Lakes or Common Areas be changed by any Owner from its natural or improved existing state, without the prior written approval of the Board.
Restrictions, Covenants and Regulations.
1. Restrictions on Use. The following covenants and restrictions on the use and enjoyment of the Lots, the lakes, and the Common Areas shall be in addition to any other covenants or restrictions contained herein or in the Plats and all such covenants and restrictions are for the mutual benefit and protection of the present and future Owners and shall run with the land for the mutual benefit and protection of the present and future Owners and shall run with the land and inure to the benefit of and be enforceable by any Owner, or by the Association. Present or future Owners or the Association shall be entitled to injunctive relief against any violation or attempted violation of any of such covenants and restrictions, and shall, in addition, be entitled to damages for any injuries or losses resulting from any violations thereof, but there shall be no right of reversion or forfeiture resulting from such violation. These covenants and restrictions are as follows:
  1. No one other than Owners who are Members in good standing with the Association, or such an Owner’s occupant, tenants, guests or invitees, may use the Lakes or the Common Areas.
  2. No nuisance shall be permitted to exist on any Lot and no waste shall be committed on any Lot which shall or might damage or cause injury to the Lakes or the Common Areas.
  3. All Owners and members of their families, their guests, or invitees, and all occupants of any Lot or the Properties or other persons entitled to use the same and to use and enjoy the Lakes and the Common Areas, shall observe and be governed by such rules and regulations as may from time to time be promulgated and issued by the Board governing the operation, use and enjoyment of the Lakes and the Common Areas.
  4. No Owner shall be allowed to plant trees, landscape or do any gardening in any part of the Lakes or the Common Areas, except with express permission from the Board.
  5. The Lakes and the Common Areas shall be used and enjoyed only for the purposes for which they are designed and intended, and shall be used subject to the rules and regulations from time to time adopted by the Board. Without limiting the generality of the foregoing, the Lakes are and will be an integral part of the storm water drainage system serving the Development, and are intended to be used for such purpose an primarily as a visual and aesthetic amenity and not as a recreational amenity. Accordingly, no use shall be made of the Lakes which in any way interferes with their proper functioning as part of such storm water drainage system. No boating, swimming, diving, skiing, ice skating or other recreational activity shall be permitted in or on the lakes. No sewage, garbage, refuse, or other solid, liquid, gaseous or other materials or items (other than storm and surface water drainage) shall be put into the Lakes, except the Association may take steps to clear and purify the waters thereof by the addition of chemicals or other substances commonly used for such purposes or by providing therein structures and equipment to aerate the same. Fishing from the shoreline area of the Lakes by an Owner, his occupants, his invited guests and family, shall be permitted subject to rules determined by the Association and obeyance and compliance with all applicable fishing and game laws, ordinances, rules and regulations. No Owner or other person shall take or remove any water from or out of the Lakes, or utilize the water contained therein for any purposes, including, without limitation, connection with any sprinkler or irrigation systems. No piers, docks, retaining walls, rafts or other improvements shall be built, constructed or located on any Lot or on the Properties, except by Developer and/or the Association, which extend into, or to within twenty-five (25) feet from the shoreline of the Lakes.
2. Non-applicability to Association. Notwithstanding anything to the contrary contained herein, the covenants and restrictions set forth in subparagraph A of this paragraph 8 shall not apply to or be binding upon the Association in its management, administration, operation, maintenance, repair, replacement and upkeep of the Lakes and Common Areas to the extent the application thereof could or might hinder, delay or otherwise adversely affect the Association in the performance of its duties, obligations and responsibilities as to the Lakes and Common Areas.
Duration. The foregoing covenants, conditions and restrictions are to run with the land and shall be binding on all parties and all persons claiming under them for a period commencing on the date this Declaration is recorded and expiring on December 31, 2026 at which time said covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years. Changes or amendments in these covenants, conditions and restrictions may be made by Owners in accordance with paragraph 10 hereof.
Amendment of Declaration.
1. Generally. Except as otherwise provided in this Declaration, amendments to this Declaration shall be proposed and adopted in the following manner:
  1. Notice. Notice of the subject matter of any proposed amendment shall be included in the notice of the meeting at which the proposed amendment is to be considered.
  2. Resolution. A resolution to adopt a proposed amendment may be proposed by the Board of Directors or Owners having in the aggregate at least a majority of the votes of all Owners.
  3. Meeting. The resolution concerning a proposed amendment must be adopted by the designated vote at a meeting duly called and held in accordance with the provisions of the By-Laws of the Association.
  4. Adoption. Any proposed amendment to this Declaration must be approved by a vote of not less than seventy-five percent (75%) in the aggregate of the votes of all Owners; provided, however, that during the Development Period, any amendment to this Declaration shall require the prior written approval of Developer. In the event any Lot is subject to the first mortgage, the mortgagee thereunder shall be notified of the meeting and the proposed amendment in the same manner as an Owner if the mortgagee has given prior written notice of its mortgage interest to the Association.
  5. Special Amendments. No amendment to this Declaration shall be adopted which changes the applicable share of an Owner’s liability for assessments, or the method of determining the same, without, in each and any of such circumstances, the unanimous approval of all Owners and all mortgagees whose mortgage interests have been made known to the Association.
  6. Recording. Each amendment to this Declaration shall be executed by the President and Secretary of the Association and shall be recorded in the office of the Recorder of Marion County, Indiana, and such amendment shall not become effective until so recorded.
2. Amendments by Developer Alone. Notwithstanding the foregoing or anything elsewhere contained herein, the Developer shall have and hereby reserves the right and power acting alone, and without the consent or approval or any other of the Owners, the Association, the Board of Directors, any mortgagees or any other person, except as provided below, to amend or supplement this Declaration at any time and from time to time if such amendment or supplement is made:
  1. to comply with requirements of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Department of Housing and Urban Development, or any other governmental agency or any other public, quasi-public or private entity which performs (or may in the future perform) functions similar to those currently performed by such entities
  2. to induce any of such agencies or entities to make, purchase, sell, insure or guarantee first mortgages covering Lots
  3. to bring this Declaration into compliance with any statutory requirements
  4. to comply with or satisfy the requirements of any insurance underwriters, insurance rating bureaus or organizations which perform (or may in the future perform) functions similar to those performed by such agencies or entities
  5. to annex additional real estate to the Development, or
  6. to correct clerical or typographical errors in this Declaration or any Exhibit hereto or any supplement or amendment thereto. In furtherance of the foregoing, a power coupled with an interest is hereby reserved by, and granted by each Owner to the Developer to vote in favor of, make, or consent to any amendments described in this subparagraph B on behalf of each Owner as proxy or attorney-in-fact, as the case may be. Each deed, mortgage, trust deed, other evidence of obligations, or other instrument affecting a Lot and the acceptance thereof shall be deemed to be a grant and acknowledgment of, and a consent to the reservation of, the power to the Developer to vote in favor of, make, execute and record any such amendments. The right of the Developer to act pursuant to rights reserved or granted under this subparagraph B shall terminate upon the completion of the Development Period.
HUD/VA Approval. During the Development Period, the following actions will require the prior approval of the Department of Housing and Urban Development or the Department of Veterans Affairs, annexation of additional properties, dedication of Common Area, and amendment of this Declaration.
Severability. Every one of the Restrictions is hereby declared to be independent of, and severable from, the rest of the Restrictions and of and from every other one of the Restrictions, and of and from every combination of the Restrictions. Therefore, if any of the Restrictions shall be held to be invalid or to be unenforceable or to lack the quality of running with the land, that holding shall be without effect upon the validity, enforceability or “running” quality of any other one of the Restrictions.

IN WITNESS WHEREOF, the Developer has caused this Declaration of Covenants, Conditions and Restrictions for Amber Ridge to be executed as of the date written above.

C.P. MORGAN COMMUNITIES, L.P.
By: C.P. Morgan Investment Co., Inc.
General Partner

By: Mark W. Boyce, Vice President

(STATE OF INDIANA)
(COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Mark W. Boyce, the Vice President of C. O. Morgan Investment Co., Inc., the general partner of C. OP. Morgan Communities, L. P., who acknowledged the execution of the foregoing Declaration of Covenants, Conditions and Restrictions for Amber Ridge on behalf of such developer and who, having been duly sworn, stated that the representations therein contained are true.
Witness my hand and Notarial Seal this 3rd day of January, 2001.

Michelle M. Cooper – Notary Public [Signature]
My Commission Expires: 6-17-2001 My County of Residence is: Marion [Seal]

This instrument was prepared by Lewis E. Willis, Jr., Attorney at Law.
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[su_tab title=” – Amendment to Covenants”]
AMENDMENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR AMBER RIDGE FOR DETACHED STRUCTURE(S)

Cross Reference:2001-75529 2005-111504

This Amendment to the Declaration of Covenants, Conditions and Restrictions for Amber Ridge was executed as of the date set forth below. WITNESSETH:

WHEREAS, the Amber Ridge subdivision located in Marion County was established by a certain “Declaration of Covenants, Conditions and Restrictions for Amber Ridge” which was recorded on May 9, 2001, as Instrument No. 2001-75529 in the Office of the Recorder of Marion County, Indiana, said Declaration being hereafter referred to as the “Declaration”; and+

WHEREAS, Plats filed with the Office of the Recorder of Marion County, Indiana established the Lots and Common Areas comprising said subdivision; and

WHEREAS, after written notice was duly given, a Special Meeting of the Owners and the Amber Ridge Homeowners Association, Inc. (“Association”) was held on October 7, 2004; and

WHEREAS, the purpose of said Meeting as stated in the notice for the meeting was for the Association’s members to discuss and begin voting upon the approval of the following Amendment to the Declaration; and

NOW, THEREFORE, the Declaration which is applicable to all Owners and residents within Amber Ridge is hereby amended as follows:

There shall be a new subparagraph (f) added to Section 8. A. (Restrictions, Covenants and Regulations) of the Declaration to read as follows:
(f) No detached structure shall be maintained on any Lot, except with the express written approval of the Development Control Committee. The maximum size of the detached structure shall be 10′ wide, 12′ long and 8′ high. The structure must be located in the rear yard, not in the side or front yard. The siding and roof must match the house in color and material. Detached structures located on Lots adjoining lakes cannot be placed as to block neighboring views. This subparagraph (f) shall be deemed to be a part of and amend any provision set forth in the Plat Covenants, Conditions and Restrictions for Amber Ridge.
Acceptance and Ratification. The acceptance of a deed of conveyance or the act of occupancy of any one Lot shall constitute a ratification of this Amendment, together with the Declaration, and all such provisions shall be covenants running with the land and shall bind any person having at any time having any interest or estate in a Lot or the Amber Ridge subdivision as though such provisions were recited and stipulated at length in each and every deed, conveyance, mortgage or lease.
Certification. The undersigned persons hereby represent and certify that all requirements for and conditions precedent to the Amendment of the Declaration have been fulfilled and satisfied.

Executed this 16th day of June, 2005.
Amber Ridge Homeowners Association, Inc., by:
Michelle M. Stierwalt, President

Attest:
Jason Phillips, Secretary

(STATE OF INDIANA )
(COUNTY OF MARION )
Before me, a notary public, in and for said County and State, personally appeared Michelle M. Stierwalt and Jason Phillips, the President and Secretary, respectively, of Amber Ridge Homeowners Association, Inc., an Indiana nonprofit corporation, who acknowledged execution of the within and foregoing for and on behalf of said corporation and its members and who, being duly sworn, stated that the Certifications and representations made therein are true. Witness by my hand and notarial seal this 20 day of June 2005.

Cassie Grove – Notary Public [Signature]
My commission expires: 07-19-2009 Residence County: Marion [Seal]

This instrument prepared by, and should be returned to:
P. Thomas Murray, Jr., Eads, Murray & Pugh, P.C., Attorneys at Law
7321 Shadeland Stations, Suite 250, Indianapolis, IN 46256.
(317)842-8550.
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[su_tab title=”Code of Bylaws”]
CODE OF BY-LAWS AMBER RIDGE HOMEOWNERS’ ASSOCIATION, INC.

IDENTIFICATION
1. Name. The name of the corporation is “Amber Ridge Homeowners’ Association, Inc.” (hereinafter referred to as “the Corporation”).
2. Principal Office and Resident Agent. The post-offices of the principal office of the Corporation is 301 East Carmel Drive, Suite E-300, Carmel, Indiana 46032-2892; and the name of its Resident Agent in charge of such office is Mark W. Boyce.
3. Fiscal Year. The fiscal year of the Corporation shall begin at the beginning of the first day of January in each year and end at the close of the last day of December next succeeding.
MEMBERS
1. Membership. Every Owner, as defined in certain declarations of covenants, conditions and restrictions of Amber Ridge (“Declaration”) as recorded or to be recorded in the office of the Recorder of Marion County, Indiana, and the members of the first Board of Directors of the Corporation as specified by its Articles of Incorporation or their successors as appointed under the Declaration shall be a member of the Corporation. Each Owner shall be entitled to one (1) vote for each Lot owned.
2. Place of Meeting. All meetings of members of the Corporation shall be held at such place, within or without the State of Indiana, as may be determined by the Board of Directors and specified in the notices or waivers of notice thereof or proxies to represent members at such meetings.
3. Annual Meetings. The annual meetings of members shall be held on the third Thursday in March of each year, if such day is not a legal holiday, or if a legal holiday, then on the next succeeding business day which is not a legal holiday.
4. Special Meetings. Special meetings of members may be called at any time for the purpose of considering matters which require the approval of all or some of the voting members, or for any other reasonable purpose. Any such special meeting shall be called by written notice, authorized by a majority of the Board, or by one-third (1/3) of the members, delivered not less than seven (7) days prior to the date fixed for such meeting. The notices shall specify the date, time and place of meeting and the matters to be considered.
5. Notice of Meetings. Written or printed notice stating the place, day and hour of a meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered or mailed by the Secretary of the Corporation to each member of record of the Corporation entitled to vote at the meeting, at such address as appears upon the records of the Corporation, at least ten (10) days before the date of the meeting. Notice of any meeting of the members may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meeting.
6. Voting at Meetings.
  1. Voting Rights. There shall be one person with respect to each Lot, as such term is defined in the Declaration, who shall be entitled to vote at any meeting of the members. Such person shall be known as the “Voting Member”. Such Voting Member may be the Owner or one of the group comprised of all the Owners of a Lot, or may be some person designated by such Owner or Owners to act as proxy on his or their behalf and who need not be an Owner. Any or all of such Voting Members may be present at any meeting of the Voting Members and may vote or take any action as a Voting Member, either in person or by proxy. Developer, as such term is defined in the Declaration (or its nominee), may exercise the voting rights with respect to any Lot owned by it. During the Development Period, as such term is defined in the Declaration, all actions of the Corporation shall require the prior written approval of the Developer (or its nominee).
  2. Proxies. A Voting Member is entitled to vote either in person or by proxy, executed in writing by such Voting Member or by his or her duly authorized attorney-in-fact and delivered to the Secretary of the meeting. Proxies shall be valid only for the particular meeting designated thereon and must be filed with the Secretary before the scheduled time of the meeting. In any meeting of the Voting Members called for the purposes of electing the Board of Directors of the Corporation each Voting Member shall be permitted to cast the number of votes to which he is entitled, as hereinabove set forth, for each Director of the Corporation to be elected at such meeting.
  3. Quorum and Adjournments. The presence in person or by proxy of the Voting Members constituting the representation of a majority of the total votes shall constitute a quorum. Unless otherwise expressly provided herein, any action may be taken at any meeting of the Voting Members at which a quorum is present upon the affirmative vote of the Voting Members having a majority of the total votes present at such meeting. Any meeting of the Voting Members, including both annual and special meetings and any adjournments thereof, may be adjourned to a later date without notice other than announcement at the meeting even though less than a quorum is present.
7. List of Voting Members. At least five (5) days before each meeting of Voting Members, the Secretary of the Corporation shall prepare or cause to be prepared a complete list of the Voting Members of the Corporation entitled to vote at such meeting arranged in alphabetical order with the address of such Voting Members and shall be subject to inspection by a record Voting Member. The original or duplicate membership register shall be the only evidence as to the persons who are entitled as Voting Members to examine such lists or to vote at such meeting.
8. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Voting Members may be taken without a meeting, if prior to such action, a written consent thereto, setting forth the action so taken, is signed by all the Voting Members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the Voting Members. Such consent shall have the same effect as a unanimous vote of the Voting Members.
DIRECTORS
1. Number and Term of Office. The Board of Directors shall consist of three (3) members, each of whom must be an Owner who maintains his principal residence on a Lot, or be an officer, director or employee of the Developer. The Directors shall serve without compensation unless such compensation is approved by the Voting Members holding a majority of the total votes. The Board shall be elected by the Voting Members at their annual meeting and shall hold office until the next ensuing annual meeting of the Voting Members or until their successors have been duly elected and qualified. If a member of the Board of Directors shall ceased to meet any qualification herein required for a member of the Board, such member shall thereupon cease to be a member of the Board and his place on the Board shall be deemed vacant. The Voting Members may remove any member of the Board with or without cause, and elect a successor at a meeting of the Voting Members called expressly for such purpose.
2. Vacancies. Vacancies occurring in the membership of the Board of Directors caused by resignation, death, or other incapacity, or increase in the number of Directors shall be filled by a majority vote of the remaining members of the Board, and each Director so elected shall serve until the next meeting of the Voting Members, or until his successor shall have been duly elected and qualified. Notice specifying any increase in the number of Directors and the name, address and principal occupation of and other pertinent information about any Director elected to fill any vacancy shall be given in the next mailing sent to the Voting Members after such increase or election.
3. Annual Meetings. The Board of Directors shall meet annually, without notice, immediately following, and at the same place as, the annual meeting of the Voting Members.
4. Regular Meetings. Regular meetings shall be held at such times and places, either within or without the State of Indiana, as may be determined by the President or Board of Directors.
5. Special Meetings. Special meetings of the Board of Directors may be called by the President or by the member of the Board of Directors, at any place within or without the State of Indiana, upon twenty-four (24) hours notice, specifying the time, place and general purposes of the meeting, given to each Director personally, by telephone or telegraph; or notice may be given by mail if mailed at least three (3) days before such meeting.
6. Waiver of Notice. Any Director may waive notice of any meeting in writing. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting.
7. Quorum. A majority of the entire Board of Directors then qualified and acting shall constitute a quorum and be sufficient for transaction of any business, except for filling vacancies in the Board of Directors which shall require action by a majority of the remaining Directors. Any act of the Majority of the Directors present at a meeting at which a quorum shall be present shall be the act of the Board unless otherwise provided for by law or by these By-Laws. A majority of the Directors present may adjourn any meeting from time t time. Notice of an adjourned meeting need not be given other than by announcement at the time of adjournment.
8. Action by Written Consent. Action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action, a written consent thereto is signed by all the members of the Board, and such written consent is filed with the minutes of the proceedings of the Board.
9. Initial Board of Directors. Notwithstanding anything in this Article III to the contrary, the first Board of Directors shall hold office until the earlier of his or her resignation, death, or removal by the Developer, or such time as provided in paragraph 2.F. of the Declaration. Any vacancy created by the resignation, death or removal of an initial Director shall be filled by appointment of those initial Directors remaining, after which the remaining Directors shall fill such vacancy.
OFFICERS
1. Number of Officers. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such officers or assistant officers as the Board shall from time to time create and so elect. Any two (2) or more offices may be held by the same person, except that the duties of the President and Secretary shall not be performed by the same person. The President shall be chosen from among the Directors. Officers shall serve without compensation unless such compensation is approved by the Voting Members holding a majority of the total votes.
2. Election and Terms. Each officer shall be elected by the Board of Directors at the annual meeting thereof and shall hold officer until the next annual meeting of the Board or until his successor shall have been elected and qualified or until his death, resignation or removal. Any officer may be removed at any time, with or without cause, by vote of a majority of the whole Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed; provided, however, that election of an officer shall not of itself created contract rights.
3. Vacancies. Whenever any vacancy shall occur in any office by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until the next annual meeting of the Board or until his or her successor is duly elected or appointed.
4. President. The President shall be the chief executive officer of the Corporation; shall preside at all meetings of Voting Members and of the Board of Directors; shall have general and active supervision, control and management of the affairs and business of the Corporation, subject to the orders and resolutions of the Board; shall have general supervision and direction of all officers, agents and employees of the Corporation; shall see that all orders and resolutions of the Board are carried into effect; and in general shall exercise all power and perform all duties incident to such office and such other powers and duties as may from time to time be assigned to him by the Board. The President shall have full authority to execute proxies in behalf of the Corporation, and to execute, with the Secretary, powers of attorney appointing other corporations, partnerships, or individuals the agent of the Corporation, all subject to the provisions of the law of the State of Indiana, the Declaration, the Articles of Incorporation and this Code of Bylaws.
5. Secretary. The Secretary shall attend all meetings of the Board and of the Voting Members and shall act as Secretary of such meetings; shall give or cause to be given all notices provided for in these By-Laws or required by law; shall record all votes and minutes of all proceedings of the meetings of Voting Members and the Board in a book or books to be kept for that purpose; shall be custodian of the records of the Corporation; shall have charge of the list of Voting Members; and in general shall exercise all powers and perform all duties as may be from time to time assigned to him or her by the Board or by the President.
6. Treasurer. The Treasurer shall keep correct and complete records of account showing accurately at all times the financial condition of the Corporation; shall be the custodian of the corporate funds and securities; shall immediately deposit, in the name and to the credit of the Corporation, all moneys and other valuable effects of the Corporation in such depositories as may be designated by the Board of Directors; shall disburse the funds of the Corporation as may be ordered by the Board or by the President; and in general, shall exercise all powers and perform all duties customarily incident to such office and such other powers and duties as may from time to time be assigned to him or her by the Board or the President.
BOOK, RECORDS, ASSESSMENTS
1. Books and Records, in General. The Board of Directors shall keep full and correct books of account in chronological order of the receipts and expenditures affecting the “Development” as defined in the Declaration, specifying and itemizing the maintenance and repair expenses of the Development and other expenses incurred. Such records and the vouchers authorizing the payments shall be available for inspection by any Owner or any representative of an Owner duly authorized in writing, at such reasonable time or times during normal business hours as may be requested by the Owner. Upon ten (10) days notice to the Board and payment of a reasonable fee, any Owner shall be furnished a statement in recordable form of his account setting forth the amount of any unpaid assessment or other charges due and owing from such Owner, and such amount shall be binding upon the Board and the Corporation, and any mortgagee or grantee of such Owner furnished with such statement shall not be liable for, and the Lot of such Owner shall not be conveyed subject to a lien for, any unpaid assessment in excess of the amount set forth in such statement.
2. Assessments. Each Owner, with the exception of the Developer, is obligated to pay to the Corporation annual and special assessments, as more specifically described in the Declaration. The assessments are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid within thirty (30) days shall be delinquent. If an assessment is not paid within such period, it shall bear interest at the rate of one percent (1%) per annum, as provided in the Declaration. In addition, the applicable Owner shall be charged a late fee with respect to such assessment, as from time to time determined by the Board of Directors of the Corporation. Unless and until changed by the Board of Directors, such late fee shall be twenty dollars ($20.00). The Corporation shall have such rights of collection as specified in the Declaration.
EXECUTION OF INSTRUMENTS
1. Checks, Drafts, Etc. All checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes or other evidences of indebtedness of the Corporation shall be signed or endorsed by such officer or officers, employee or employees of the Corporation as shall from time to time be designated by the Board of Directors.
2. Contracts. All contracts, agreements, deeds, conveyances, mortgages and similar instruments authorized by the Board of Directors shall be signed, unless otherwise directed by the Board of Directors or required by law, by the President and attested by the Secretary.
AMENDMENTS AND DEFINITIONS
1. Amendments. These By-Laws may be altered, amended or repealed from time to time by a majority vote of the whole Board at any regular or special meeting if the notice or waiver of notice of said meeting shall have stated that the By-Laws are to be amended, altered or repealed or if all members of the Board of Directors at the time are present at said meeting; provided, however, that the Department of Housing and Urban Development or the Department of Veterans Affairs shall have the right to veto amendments during the Development Period.
2. Definitions. The terms used in these By-Laws shall have the same meaning as the same terms as defined and used in the Declaration.

The Indiana Nonprofit Corporation Act of 1991
The provisions of the Indiana Nonprofit Corporation Act of 1991, as amended, applicable to any of the matters not herein specifically covered by these Bylaws, are hereby incorporated by reference in and made a part of these Bylaws.

Adopted: October 18, 2000
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HOA BOARD – CODE OF ETHICS

This document has been signed by each Board Member of the Amber Ridge Homeowner’s Association, Inc.

Amber Ridge Homeowner’s Association Board of Directors Code of Ethics and Business Conduct

Board. The Board of Directors (the “Board”) of Amber Ridge Homeowner’s Association (the “Association”) has adopted this Code of Director Business Conduct and Ethics (hereinafter referred to as this “Code”). The purpose of this Code is to help Directors to fulfill their duties of due care and loyalty to the Communty and its property owners. It is intended to focus the attention of the Board and each Director on ethical standards, to provide guidance to Directors to help them recognize and deal with ethical issues, to provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability

A Director should avoid activities that might be reasonably understood or perceived by others to reflect poorly on the Association or to give the appearance of self-dealing, unfairness, dishonesty, or improper Director Benefit. For purposes of this Code, “Director Benefit” means for the personal, professional, or business benefit, gain, advantage, or profit of the Director or any member of his or her immediate family. (New York Stock Exchange Rules define “immediate family” to include an individual’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such individual’s home.)

This Code shall apply to the entire Board. Each Director must comply with the letter and spirit of this Code. Directors who also serve as officers of the Association should also comply with the letter and spirit of the Association’s “Code of Employee Business Conduct and Ethics”.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for Directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Officers of the Homeowner’s Association Governance Committee (the “Governance Committee”), which consists of the President, Vice President, Secretary and Treasurer of the Board of Directors, who may consult with advisors (including, without limitation, inside or outside legal counsel) as such person deems appropriate.

Conflicts of Interest. A “conflict of interest” occurs when an actual or potential Director Benefit interferes, could reasonably be expected to interfere, or could reasonably create the appearance of interference in any way with the interests of the Community. Directors should be scrupulous in avoiding conflicts of interest with the Association. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Association must be disclosed promptly to the Chair of the Governance Committee. If a conflict cannot be reasonably resolved to the satisfaction of the Chair of the Governance Committee, then the involved Director(s) should recuse himself or herself and not participate in the discussion and voting on any matter presented at a Board or Board committee meeting related to the conflict of interest. (A Director may participate in discussions and decisions involving or affecting Director Benefits for the Board, or any of its Committees, as a whole.) If a conflict of interest exists that cannot be resolved, the involved Director is expected to tender his or her resignation to the Chairman of the Board for consideration by the Governance Committee of the continued appropriateness of Board service. The Board normally will not permit any waiver of any ethics policy for any Director, or, if it deems appropriate to grant such a waiver, it shall take action for the public disclosure of such waiver.
Compliance with the Covenants and By-Laws of the Association. A Director may not be in violation of the Covenants and By-Laws of the Association. All Assessments must be paid in full and any violations cited by the Association must be rectified as directed by the Association or the Architectural Committee of the Association.
Relationship of the Association with Third Parties. A Director may not engage in any conduct or activities that are inconsistent with the Association’s best interests or that disrupt or impair the Association’s relationship with a person or entity with which the Association has or proposes to enter into a business or contractual relationship. Without limiting the foregoing, a Director should not attempt to use his or her influence to cause the Association to use or not to use particular company, firm, or organization. However, this does not prevent or inhibit a Director from making recommendations about a particular company, firm or organization, or sharing with the Association or the Board his or her knowledge of or past experience with a particular company, firm or organization
Compensation from Sources Other than the Association. A Director may not accept compensation, in any form, for services performed for the Association from any source other than the Association. Without limiting the foregoing, a Director may not accept from others a commission, finder’s fee, or similar remuneration for any business transaction in which the Association is involved or for services rendered to the Association.
Gifts. A Director and members of his or her immediate family may not offer, give, or receive gift(s) (whether cash, non-cash, or other) from persons or entities who deal with the Association in those cases where any such gift is being made or could reasonably appear to have been made in order to influence the Director’s actions as a member of the Board or where acceptance of the gift could reasonably create or appear to create a conflict of interest. In certain circumstances, a Director may accept non-cash gifts (of a nominal fair market value), provided that acceptance of such gifts is customary and closely related to the Association’s business at hand and the gifts are disclosed to the Chair of the Governance Committee at the earliest opportunity.
Political Activities. It is recognized that, as an individual, a Director may become engaged in public service, partisan politics, or political issues. A Director shall be sensitive that some people may be unable to differentiate such Director’s personal view from the view of the Board or of the Association. In furtherance of such differentiation, a Director should do (except as otherwise specifically approved by the Governance Committee) at least the following: (a) where appropriate, make it clear that the Director is speaking or acting personally and not as a Director of the Association; (b) not make a political contribution for or in the Association’s name, and Directors will not receive reimbursement from the Association for any political contribution made as an individual; (c) not endorse for or in the Association’s name the appointment or election of a public official or the passage or non-passage of any ballot propositions; and (d) not use the Association’s materials or property in public service, partisan politics, or political issues activities.
Corporate Opportunities. A Director owes a duty to the Association to advance the Association’s legitimate interests when the opportunity to do so arises. A Director may not: (a) receive or seek to receive a Director Benefit from opportunities that are discovered through his or her involvement with the Association (including, without limitation, his or her use of the Association’s property, the Association’s information, or his or her position as a Director); or (b) compete with the Association, directly or indirectly, for business opportunities; provided, however, that, if the Governance Committee finally determines that the Association will not pursue an opportunity that relates to the Association’s business activities, a Director may do so after disclosing to such Committee that such Director will pursue such opportunity.
Confidentiality. It is imperative that a Director maintain the confidentiality of all information (whether belonging to the Association or a party with whom the Association has a relationship such as a customer, supplier, or business partner) entrusted to him or her or that comes to him or her, from whatever source, in his or her capacity as a Director, except when disclosure is authorized by the Governance Committee or required by laws or regulations. Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Association or its relationship parties (such as customers, suppliers, and business partners) if disclosed.
Protection and Proper Use of Assets of the Association. A Director must protect the Association’s assets and ensure their efficient use. Theft, loss, misuse, carelessness, and waste of assets have a direct impact on the Association’s profitability. A Director must not use or seek to use the Association’s time, employees, supplies, equipment, tools, buildings, or other assets for a Director Benefit, except for legitimate business purposes of the Association or as part of an adopted or approved program or policy of the Association available to all Directors.
Honest and Fair Dealing. A Director shall deal honestly and fairly and oversee honest and fair dealing by employees and officers with the Association’s Directors, officers, employees, customers, suppliers, and competitors. None of such persons should take unfair advantage of others through manipulation, concealment, abuse of position, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices.
Compliance with Laws, Rules, and Regulations. A Director shall comply, and oversee compliance by employees, officers, and other Directors, with all laws, rules, and regulations of the United States (federal, state, and other) and other countries applicable to the Company, including insider trading laws and stock exchange rules and regulations. Transactions, directly or indirectly, involving securities of the Association should not be undertaken by Directors without pre-clearance from the Association’s Legal Counsel. Such transactions do not include investments in vehicles (such as mutual funds) where the Director is one of many investors and the Director does not control or materially influence the vehicles’ actions (if any) related to the Association’s securities.
Encouraging the Reporting of Any Illegal or Unethical Behavior. A Director should promote ethical behavior and take steps to ensure that the Association: (a) encourages employees and directors to talk to appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation; (b) encourages employees to report to appropriate personnel violations of laws, rules, or regulations of the Association’s Code of Employee Business Conduct and Ethics or of other illegal or unethical conduct; and (c) informs employees that the Association will not permit retaliation for reports or complaints of illegal or unethical conduct made in good faith.
Failure to Comply; Compliance Procedures. A Director should communicate the failure of such Director or any other Director to comply with any laws or regulations, any rule governing the Association’s business, this Code, or any other policy or requirement of the Company to the Chair of the Governance Committee. Violations will be addressed by the Governance Committee, which shall timely report them to the Board for appropriate action. To the extent a Director who is not an employee of the Association becomes aware of any failure by any employee of the Association to comply with any laws or regulations, any rule governing the Association’s business or any other policy or requirement of the Association, such Director should communicate such failure to the Association’s Chief Executive Officer and, if appropriate, to the Chair of the Governance Committee.
Accounting and Financial Reporting. The Association’s policy is to comply with all financial reporting and accounting regulations applicable to the Association. A Director supports and upholds ethical behavior and honesty as it pertains to the Association’s Financial Reporting. If any Director has concerns or complaints regarding questionable accounting or auditing matters of the Association, then he or she shall submit those concerns or complaints to the Chair of an Audit Committee promptly. As a non-profit corporation, it is of critical importance that the Association’s filings with all necessary government agencies be accurate and timely. A Director should encourage management to take steps to ensure that the Association’s public reports are complete, fair, and understandable.
Annual Certification. As part of the Directors and Officers Ballot sent annually to Directors in connection with the Annual Meeting of Property Owners, each Director will be asked to certify that he or she has complied and is in compliance with this Code. Such certification may be in substantially the following form: “I, [insert name], hereby certify and acknowledge that:
1. I am a member in good standing of the Board of Directors of Amber Ridge Homeowner’s Association, Inc., an Indiana non-profit corporation;
2. I have received, read, and understood the Association’s “Code of Director Ethics and Business Conduct”;
3. such Code has been and is applicable to my activities as a member of such Board of Directors;
4. I have complied and am in compliance with such Code; and
5. I am not aware of any non-compliance with such Code by others:
6. I agree to abide with the Code or relinquish my position on the Board if deemed appropriate by the majority vote of the Board of Directors of Amber Ridge Homeowner’s Association, Inc.

Signed:________________________________

Name Printed:___________________________

Date: __________________________________

Administration, Amendment, Modification, and Waiver. This Code is administered by the Governance Committee as defined within this document and may be amended, modified, or waived by the Board, provided that waivers may also be granted by the Governance Committee, in accordance with the terms hereof and subject to the disclosure and other provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and the applicable rules of the New York Stock Exchange.
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