PROVIDENCE MANOR HOME OWNERS ASSOCIATION ASSOCIATION DOCUMENTS

PROVIDENCE MANOR HOME OWNERS ASSOCIATION ASSOCIATION DOCUMENTS

Providence Manor Home Owners Association Association Documents Index ARTICLES OF INCORPORATION...1 ARTICLE I NAME...1 ARTICLE II PRINCIPAL OFFICE...1 ARTICLE III PURPOSE AND POWER...1 ARTICLE IV MEMBERSHIP...2 ARTICLE V BOARD OF TRUSTEES...3 ARTICLE VI NOTICE AND QUORUM...3 ARTICLE VII INDEMNIFICATION...3 ARTICLE VIII DURATION...4 ARTICLE IX DEFINITIONS...4 ARTICLE X AMENDMENTS...4 CODE OF REGULATIONS...5 ARTICLE I GENERAL...5 SECTION 1. Name and Nature of the Association...5 SECTION 2. Membership...5 SECTION 3. Definitions...5 SECTION 4. Boundaries...5 SECTION 5. Record Retention...5 ARTICLE II MEETINGS OF MEMBERS...6 SECTION 1. Place of Meetings...6 SECTION 2. Annual Meetings...6 SECTION 3. Special Meetings...6 SECTION 4. Notice of Meetings...6 SECTION 5. Waiver of Notice...6 SECTION 6. Adjournment of Meetings...7 SECTION 7. Voting Rights...7 SECTION 8. Proxies...7 SECTION 9. Majority of Owners...7 SECTION 10. Quorum...8 SECTION 11. Conduct of Meetings...8 SECTION 12. Action Without A Meeting...8 ARTICLE Ill BOARD OF TRUSTEES...8 SECTION 1. Governing Body...8 SECTION 2. Number and Qualification of Trustees...8 SECTION 3. Assistants to the Board...8 SECTION 4. Powers and Duties...9 SECTION 5. Nomination of Trustees...9 SECTION 6. Election of Trustees...10 SECTION 7. Terms of Office; Resignations...10 SECTION 8. Compensation...10 SECTION 9. Removal of Trustees...10

SECTION 10. Organization Meetings...11 SECTION 11. Regular Meetings...11 SECTION 12. Special Meetings...11 SECTION 13. Notice of Meetings; Waiver...11 SECTION 14. Quorum of the Board of Trustees...11 SECTION 15. Conduct of Meeting...11 SECTION 16. Open Meetings...11 SECTION 17. Executive Session...12 SECTION 18. Action Without A Meeting...12 ARTICLE IV COMMITTEES...12 SECTION 1. General...12 ARTICLE V DETERMINATION AND PAYMENT OF ASSESSMENTS...12 SECTION 1. Adoption of Budget...12 SECTION 2. Failure to Adopt Budget...12 SECTION 3. Computations of Assessments...13 SECTION 4. Payment, Delinquency and Acceleration...13 SECTION 6. Remedies for Default...13 ARTICLE VII MISCELLANEOUS...13 SECTION 1. Parliamentary Rules...13 SECTION 2. Conflicts...13 SECTION 3. Books and Records...14 SECTION 5. Notices...14 SECTION 6. Amendment...14 SECTION 7. Audit...14 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION OF EASEMENTS...15 ARTICLE I DEFINITIONS...15 ARTICLE II PROPERTY RIGHTS...15 ARTICLE III MEMBERSHIP AND VOTING RIGHTS...16 ARTICLE IV COVENANT FOR MAINTENANCE ASSESSMENT...16 ARTICLE V ARCHITECTURAL CONTROL...18 ARTICLE VI USE RESTRICTIONS AND MAINTENANCE...19 ARTICLE VII GENERAL PROVISIONS...21 FIRST AMENDMENT...22 SECOND AMENDMENT...23 THIRD AMENDMENT...24 GUIDELINES FOR BASKETBALL HOOPS...25 GENERAL...25 TYPE - COLOR - SIZE...25 LOCATION,...25 USE...25 MAINTENANCE...26

APPROVAL...26 Request for Approval of a Temporary Basketball Hoop...30 GUIDELINES FOR SWING SETS: PLAYGROUND EQUIPMENT: OUT BUILDINGS: FENCING AND APPURTENANT STRUCTURES...31 GENERAL...31 SWING SETS AND PLAYGROUND EQUIPMENT...31 PERMANENT OUT BUILDINGS...32 FENCING...32 BOUNDARY AND PERIMETER FENCING...32 SWIMMING POOL FENCING...32 PRIVACY FENCING...33 COMPOST BINS...33 NON COMMERCIAL, NOT MASS PRODUCED, MADE OF NATURAL MATERIALS....33 MASS PRODUCED COMPOST BINS OR CONTAINERS...34 FENCING...37 BOUNDARY AND PERIMETER FENCING...37 SWIMMING POOL FENCING....37 PRIVACY OR OTHER FENCING...37 Statement of Purpose:...40 Definition:...40 Where recorded:...40 Limitations and Use:...40 Various Types of Maintenance:...40 PMHOA Policy of Who is Responsible:...41 Statement of Purpose:...42 Definitions:...42 Guidelines:...42 EXHIBIT A : LEGAL DESCRIPTIONS AND LIST OF ANNEXATIONS...45

ARTICLES OF INCORPORATION PROVIDENCE MANOR HOME OWNERS. ASSOCIATION In compliance with the requirements of the provisions of Chapter 1702 of the Revised Code of Ohio, the undersigned hereby forms a corporation not-for-profit and certifies: ARTICLE I NAME The name of the corporation is Providence Manor Home Owners Association. ARTICLE II PRINCIPAL OFFICE The principal office of the Association shall be in Union Township, Butler County, Ohio, or such place in Butler County, Ohio, as the Board of Trustees of the Association shall specify from time to time. ARTICLE III PURPOSE AND POWER The purposes for which this Association is formed are to act on behalf of the owners at Providence Manor Subdivision to provide for maintenance, preservation and architectural control of the property, and to promote the health, safety and welfare of the residents. To promote these purposes, the Association shall have the following powers: (a) adopt and amend a Code of Regulations and other rules and regulations; (b) adopt and amend budgets for revenues, expenditures and reserves and collect assessments for common expenses from owners; (c) hire and discharge managing agents and other employees, agents and independent contractors; (d) institute, defend, or Intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more owners on matters affecting the community; (e) make contracts and incur liabilities; (f) regulate the use, maintenance, repair, replacement and modification of the Common Areas and those portions of the Lots for which the Association has maintenance responsibility and other rights as set forth herein; or in the Declaration; 1

(g) cause additional improvements to be made as part of the Common Areas; (h) acquire, hold, encumber and convey in Its own name any right, title or interest to real estate or personal property; (i) grant easements, liens, licenses and concessions through or over the Common Areas; (j) impose and receive any payments, fees or charges for the use, rental or operation of the Common Areas and for services provided to Owners; (k) impose charges for late payments of assessments and after notice and an opportunity to be heard, levy reasonable fines for violations of the Declaration, Code of Regulations, rules and regulations of the Association; (l) impose reasonable charges for the preparation and recordation of amendments to the Declaration or for statements of unpaid assessments; (m) provide for indemnification of its officers and board of trustees and maintain directors' and officers' liability Insurance; (n) assigns its rights to future Income, including the right to receive Common Expense assessments, except that this power shall be limited to the purposes of repair of existing structures or construction of recreation facilities; (o) exercise any other powers conferred by the Declaration or Code of Regulations; (p) exercise all other powers that may be exercised in this state by corporations, not for profit; (q) exercise any other powers necessary and proper for the governance and operation of the Association; The Association shall not do any act or enter into any agreement or enter into any transaction in a manner which would violate any provision of Chapter 1702 of the Ohio Revised Code or the provisions of these Articles, the Declaration or the Code of Regulations. ARTICLE IV MEMBERSHIP Every person or entity who is a record owner of a Lot shall be a member of the Association, and is herein called "an owner". The foregoing in not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenance to and may not be separated from ownership of a Lot, and transfer of a Lot shall automatically transfer membership to the transferee. Voting rights of members shall be as set forth in the Declaration and Code of Regulations. 2

ARTICLE V BOARD OF TRUSTEES The names and addresses of the persons who are initially to act in the capacity of Trustees, until the selection of their successors, (as provided in the Declaration and By-Laws), are: David J. Clinton Ruth Clinton 813 Broadview Fairfield, Ohio 45014 813 Broadview Fairfield, Ohio 45014 James A. Matre 1251 Nilles Road, Suite #10 Fairfield, Ohio 45014 The number, qualifications, manner and time of selection of successor Trustees and their terms of office, shall be as set forth in the Declaration and Code of Regulations. The Board of Trustees shall have all of the powers and all of the duties of the Board of Trustees as defined in Chapter 1702 of the Revised Code of Ohio, except as such powers may be limited or expanded by the provisions of these Articles, the Declaration or the Code of Regulations. ARTICLE VI NOTICE AND QUORUM Notice and quorum requirements shall be in accordance with the provisions of the Declaration and the Code of Regulations. ARTICLE VII INDEMNIFICATION (1) The Association shall Indemnify every person who Is or has been a Trustee, officer, agent or employee of the Association and those persons' respective heirs, legal representatives, successors and assigns, against expenses, including attorneys' fees, and judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether in an action or proceeding by or in the right of the Association, or otherwise, in which such person was or is a party or is threatened to be made a party by reason of the fact that person was a Trustee, officer, employee or agent of the Association, or is or was serving in such capacity at the request of the Association, provided that person (a) acted in good faith and in a manner that person believed to be in or not opposed to the best interests 3

of the Association, and (b) in any matter the subject of a criminal action or proceeding, had no reasonable cause to believe the questioned conduct was unlawful, but provided that in the case of any threatened pending or completed action or suit by or in the right of the Association to procure a judgment in its favor against any such person by reason of that person serving in such capacity, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for egligence or misconduct in the performance of a duty to the Association unless and only to the extent that the Court in which such action was brought shall determine upon application that In view of all the circumstances of the case that person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper. (2) Unless ordered by a Court, the determination of indemnification, pursuant to the foregoing criteria, shall be made (a) by a majority vote of a quorum of Trustees of the Association who were not and are not parties to or threatened with any such action, suit or proceeding, or (b) is such a quorum is not obtainable, or if a majority of the quorum of disinterested Trustees so direct, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Association or any person to be indemnified within the past five years, or (c) by the owners, or (d) by the Court in which such action, suit or proceeding was brought. (3) Any such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under law, any agreement, or any insurance purchased by the Association, or by vote of the owners, or otherwise. ARTICLE VIII DURATION The Association may be dissolved only with the same consents as are required to terminate the regime, as provided in the Declaration. ARTICLE IX DEFINITIONS. All terms used herein shall have the same meanings as set forth in the Declaration. ARTICLE X AMENDMENTS The Articles may be amended only under the same terms and conditions, and with the same approvals, as are provided in the Declaration for its amendment. 4

CODE OF REGULATIONS FOR PROVIDENCE MANOR HOME OWNERS ASSOCIATION ARTICLE I GENERAL SECTION 1. Name and Nature of the Association. The name of the Association shall be Providence Manor Home Owners Association, and shall be an Ohio non-profit corporation as defined under Articles of Incorporation filed on 12 August 1987 with the Ohio Secretary of State. SECTION 2. Membership. Membership to the Association is as defined in Article III of the Declaration of Covenants. Each owner upon acquisition of title to a Lot shall automatically become a Class A member of the Association. Such Membership shall terminate upon the sale or other disposition by such Member of his or her Lot ownership, at which time the new Owner of such Lot shall automatically become a Member of the Association. Class A Members are obligated for the payment of the annual assessment and special assessments that may be levied by the Association under the rules defined in the Declaration of Covenants. SECTION 3. Definitions. The terms used in this Code of Regulations shall have the same meaning as set forth in the Declaration of Covenants. SECTION 4. Boundaries. The formal boundaries of the Association are as defined in the Declaration of Covenants and amendments thereto. These boundaries consist of residential property and common area bounded on the: North by Hamilton Mason Road East by the Knottingwood Development South by Providence Manor II, the Horton Development West by State Route 747, Princeton Pike These boundaries may be updated as residential property and common area are incorporated into the Association. To become a part of the Association, new development properties may be annexed by the developer (Declarant) without the.-consent of the Association. However, annexation of additional existing residential properties requires approval by vote of the Association in accordance with Article 7.5 of the Covenants. These annexed existing residences or new properties must agree to requirements, covenants, and conditions, and will also be subject to annual assessments and special assessments as applicable. SECTION 5. Record Retention. All records shall be maintained and made available for inspection at the defined offices. If because of an address change or a change in status of the Declarant, a new location for the Association records shall be established and all members of the Association shall be notified. A private residence of an assigned Association member or trustee is also acceptable for record retention. 5

The principal office of the Association for the retention of records is currently located at: David J. Clinton & Co., Inc. Sheri Weber, Administrative Secretary 3045 Symmes Rd, Unit G Hamilton, OH 45015 (513) 860-5687 ARTICLE II MEETINGS OF MEMBERS SECTION 1. Place of Meetings. Meetings of the Association shall be held at a suitable place convenient to the Members as may be designated by the Board of Trustees either in Union Township, Ohio or as convenient thereto as possible and practical. SECTION 2. Annual Meetings. A minimum of two General Membership meetings shall be held each year, these meetings being at an interval of approximately six months. One of the meetings will be held within thirty days (plus or minus) of the beginning of the Association's fiscal year (1 January). The second meeting will be held within thirty days (plus or minus) of the mid-year point (1 July). Specific dates, locations and times shall be set by the Board of Trustees and publicized to all Members. A primary topic at the beginning of the fiscal year will be a review of the past and future year's fiscal status. The mid-year meeting shall include the election of the Association's Board of Trustees. SECTION 3. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meetings of the Association if so directed by resolution of a majority of a quorum of the Board of Trustees or a written petition signed by at least twenty five (25%) percent of the total votes of each class of members of the Association. The notice of any special meetings shall state the date, time and place of such meeting and the purpose thereof. SECTION 4. Notice of Meetings. It shall be the duty of the Secretary to mail or cause to be delivered to the Owner of record of each Lot a notice of each semi- annual or special meeting o f the Association stating the purpose of the meeting, as well as the time and place where it is to be held. If an Owner who is not a resident (e.g. a builder) wishes notice to be given at an address other than his or her Lot, he or she shall designate such address by written notice to the Secretary. The mailing or delivering of a notice of a meeting in the manner provided in this Section shall be considered service of notice. If the meeting will require a vote of the Membership, a written notice must be provided no less than thirty (30) days, nor more than sixty (60), before the meeting. SECTION 5. Waiver of Notice. Should a meeting of the Members be called without proper notice, attendance of the Membership at the meeting without protest being raised, prior to or at the commencement of the meeting, shall be deemed to be a waiver of notice by the Member(s) 6

of such meeting. SECTION 6. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place of the adjourned meeting are not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for regular meetings. Those present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, not withstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of Members required to constitute a quorum. SECTION 7. Voting Rights. Voting rights are as defined in Article III of the Declaration of Covenants. Additionally, if only one of several Owners for a Lot is present at a meeting of the Association, that Owner is entitled to cast the vote allocated to that Lot. If more than one of the Owners is present, the vote allocated to that Lot may be cast only in accordance with the agreement of a majority in interest of the Owners. There is majority agreement if any one of the Owners casts a vote allocated to that Lot without protest being made promptly to the person presiding over the meeting by any of the other Owners of the Lot. The Association may adopt rules regarding deadlocks. Unless expressly reserved and the Association is notified of such reservation, a land contract vendee as defined in Chapter 5313 of the Revised Code, shall be deemed the proxy of a land contract vendor for purposes of this section. SECTION 8. Proxies. A vote allocated to a Lot may be cast pursuant to a proxy duly executed by an Owner. If a Lot is owned by more than one person, each Owner of the Lot may vote or register protest to the casting of votes by the Owners of a Lot through a duly executed proxy. An Owner may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated and signed, or purports to be revocable without notice. Except as hereinafter provided, a proxy shall terminate one year after its date, unless it specifies a shorter time. If a first mortgagee has been designated a proxy under the terms of a first mortgage covering the Lot, its presentation to the Board of a copy of the mortgage shall be notice of the proxy designation, and if the mortgage so states, of the irrevocability of that designation. Written notice to the Board or notice in a meeting of a revocation of a proxy designation shall not affect any vote or act previously taken. Each proxy shall automatically cease upon conveyance of the Lot. SECTION 9. Majority of Owners. As used in this Code of Regulations, the term majority shall mean those votes, Owners, Members totaling more than fifty (50%) percent of the total number of record on the date on which the vote is taken or in the case of a petition, the date 7

the petition is tendered to the Board SECTION 10. Quorum. A quorum for votes involving the raising of dues or special assessments is as defined in Article 4.5 of the Declaration of Covenants (60% of each class of Members). For all other matters, the presence in person or by proxy of one-third (1/3) of the Members of record shall constitute a quorum at meetings of the Association. SECTION 11. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record all resolutions adopted, and all transactions that occur. SECTION 12. Action Without A Meeting. Except for the election of Board members, any action which may be authorized or taken at a meeting of the Members, may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by not less than a majority of the Members. Any such writing shall be entered into the minutes of the Association. ARTICLE Ill BOARD OF TRUSTEES SECTION 1. Governing Body. Except as otherwise provided by law, the Articles of Incorporation, the Declaration of Covenants or this Code of Regulations, all of the authority of the Association shall be exercised by or under the direction of the Board of Trustees. SECTION 2. Number and Qualification of Trustees. The Board of Trustees of the Association shall consist of the Declarant (Developer) plus four additional elected Board members. The elected Board shall consist, as a minimum, of a President, Vice President, Secretary, and Treasurer. The Declarant shall have the right to retain his position as Trustee so long as he retains Class B Membership status as defined in Article 3.2.2 of the Declaration of Covenants. The Board may increase the number of members on the Board as the size of the Association grows in order to maintain equitable representation on the Board. These additional Board positions will be filled by election of the General Membership, and will be accomplished at a regular meeting, or at a special meeting called by the Board. To qualify as a member of the Board of Trustees, the individual must be a member in good standing of the Association and a resident of Providence Manor. SECTION 3. Assistants to the Board. The Board may elect non-voting assistants and committees to assist in the administration of the Association. Such assistants shall have the authority and perform the duties prescribed from time to time by the Board. The Board may hire (within the budget constraints of the Associations resources) additional professional assistance (accounting, tax specialists, insurance planners, legal counsel, etc.) and clerical administrative staff as justified to accomplish Association administration. 8

SECTION 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board. The Board of Trustees shall have control and management of the assets of the Association and shall not commit the Association in excess of the funds on hand or reasonably anticipated to be collected through dues receivable. A. President. The President shall be the chief executive officer of the Association and shall preside $teabil!14 at meetings of the Association and of the Board of Directors. He shall be a member ex officio of all Association committees. He shall communicate to the Association such matters and make suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office. B. Vice President. The Vice President shall perform all duties of the President during the absence of the President. He shall perform the duties of the Chairman of the Nominating Committee and shall be an ex officio member of all Association committees. C. Treasurer. The Treasurer shall have the primary responsibility for the finances of the Association. He shall oversee the accounting of all monies received and expended for the use of the Association, and shall make disbursements authorized by the Board of Trustees. All sums received by the Association shall be deposited in the bank(s) approved by the Board of Trustees and the Treasurer shall make a report of the financial status of the Association in the format and interval as directed by the President. Funds may be drawn only on the signature of the Treasurer or his officially designated representative and must be countersigned by another member of the Board of Trustees. All disbursements in excess of fifty dollars ($50.00) requires authorization of the Board of Trustees. The funds, books and vouchers under his authority, with exception of confidential reports submitted by the Members, shall at all times be subject to verification and inspection by the Board of Trustees. At the expiration of his term of office, the Treasurer shall deliver to his successor all books, monies, records and other property of the Association. D. Secretary. The Secretary shall direct the administrative activities of the Association and perform such other duties as may be defined by the Board of Trustees. He shall be responsible for the maintenance and publication of the minutes of all meetings of the Board and the General Membership. He shall be responsible for providing notification of meetings to the membership. He shall be responsible for the oversight of maintenance of the list of Members of the Association and will conduct correspondence to execute all orders, votes and resolutions of the Board of Trustees. In conjunction with the Treasurer, he shall keep records as to any agents retained by the Association and will take charge of and supervise the performance of their duties. SECTION 5. Nomination of Trustees. Nominations for election of the Board of Trustees shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, (the Vice President of the Board) and two (2) or more Members of the Association. The 9

Nominating Committee shall be activated by Vice President (Chairman) a minimum of 60 days prior to the date of the elections. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine but in no event less than the number of vacancies or terms to be filled. Nominations shall be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes. The Board or any committee appointed by the Board shall solicit nominations. SECTION 6. Election of Trustees. The Trustees shall be elected at the mid-year meeting of the General Membership of the Association or at a special meeting called for the purpose of electing Trustees. At a meeting of Members of the Association at which Trustees are to be elected, only persons nominated as candidates, either by the Nominating Committee or from the floor, shall be eligible for election as Trustees and the candidates receiving the greatest number of votes shall be elected. Voting will be completed at the designated meeting, provided an appropriate quorum as defined in Article II, Section 10, above is present in person or by proxy. Proxy votes must be properly executed, dated and signed and must be received no later than the adjournment of the meeting at which the voting is conducted. The Board may adopt rules regarding nominations and procedures for elections. Election to the Board shall be by secret written ballot and at such elections, the Members or their proxies may cast, in respect to each vacancy, such voting power as they are entitled to exercise under the provisions of the Declaration of Covenants. SECTION 7. Terms of Office; Resignations. Each Trustee shall hold office for a term of one (1) year and until their successor is elected, or until their earlier resignation, removal from office, or death. There is no limit to the number of consecutive terms that a Trustee can serve provided he meets the qualifications of Article Ill, Section 2, above. Any Trustee may resign at any time by oral statement to that effect made at a meeting of the Board of Trustees or in writing to that effect delivered to the Secretary of the Association. Such resignation to take effect immediately or at such other time as the Trustee may specify. In the event of death or resignation of a Trustee, his or her successor shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of the predecessor. SECTION 8. Compensation. Members of the Board of Trustees shall serve without compensation, except that they may be reimbursed for actual expenses incurred on behalf of the Association. SECTION 9. Removal of Trustees. At any regular or special meeting of the Association duly called, any one or more of the members of the Board of Trustees may be removed, with or without cause, by a majority vote of the Owners, and a successor may then and there be elected to fill the vacancy thus created. A Trustee whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting and purposes thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Trustee who has three (3) unexcused absences from Board meetings or who is delinquent in payment of an Assessment for more then thirty (30) days may be removed by a majority vote of the Trustees at meeting, a quorum being 10

present. SECTION 10. Organization Meetings. The first meeting of the members of the Board of Trustees following each annual meeting of the Members shall be held within thirty (30) days thereafter at such time and place as shall be fixed by the Board. SECTION 11. Regular Meetings. Regular meetings of the Board of Trustees may be held at such time and place as shall be determined from time to time by a majority of the Trustees, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter. SECTION 12. Special Meetings. Special meetings of the Board of Trustees shall be held when called by written or verbal notice by the President or Secretary of the Association, or by any two (2) Trustees. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. SECTION 13. Notice of Meetings; Waiver. Notice of the time and place of each meeting of the Trustees, whether regular or special, shall be given to each Trustee by one of the following methods; (a) personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the Trustee or to a person at the Trustee's home or place of business who would reasonably be excepted to communicate such notice promptly to the Trustee; or (d) by telegram or cablegram, charges prepaid. All such notices shall be given or sent to the Trustee's address or telephone number as shown on the records of the Association. Notice sent by first class mail shall be deposited into a United States mailbox, at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, telegraph or cablegram company shall be given at least seventy-two (72) hours before the time set for the meeting. Should a meeting of the Board of Trustees be called without proper notice, attendance of the Trustee(s) at the meeting without protest being raised, prior to or at the commencement of the meeting, shall be deemed to be a waiver of notice by the Trustee(s) of such meeting. SECTION 14. Quorum of the Board of Trustees. At all meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business, and the votes of a majority of the Trustees present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of the Trustees, if any action taken is approved by at least a majority of the required quorum for that meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. SECTION 15. Conduct of Meeting. The President shall preside over all meetings of the Board of Trustees, and the Secretary shall keep the minutes of the meeting and record all resolutions adopted, as well as a record of all transactions occurring. SECTION 16. Open Meetings. All meetings of the Board of Trustees shall be open to any 11

Members of the Association, but Members other than the Trustees may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board. SECTION 17. Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigations in which the Association is or may become involved, or orders of business of similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session. SECTION 18. Action Without A Meeting. Any action which may be authorized or taken at a meeting of the Board of Trustees may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by all the Trustees. Any such writing shall be entered into the minutes of the Association. ARTICLE IV COMMITTEES SECTION 1. General. Except as hereinafter provided in Section 2, committees to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee be composed as required by law and operate in accordance with the terms of the resolution of the Board designating such committee or with rules adopted by the Board and to the full extent permitted by law. ARTICLE V DETERMINATION AND PAYMENT OF ASSESSMENTS SECTION 1. Adoption of Budget. It shall be the duty of the Board to prepare and adopt a budget covering the estimated Common Expenses of the Association for the coming fiscal year. The budget shall also include a capital contribution or reserve in the budget which shall take into account the number and nature of replaceable assets, the expected life of each asset and the expected repair or replacement cost. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown in the capital reserve, with respect to both amount and timing by annual assessments over the period of the budget. The Board of Trustees shall not commit the Association to expenditures in excess of the funds on hand or reasonably anticipated to be collected through dues receivable. After adoption of the budget, the Board shall cause the summary of the budget and the Assessments to be levied against each Lot for the following year to be delivered to each Owner. Such summary shall be delivered within thirty (30) days of the start of the fiscal year. The budget and Assessments shall take effect on the first day of the fiscal year. The fiscal year of the Association shall coincide with the calendar year. SECTION 2. Failure to Adopt Budget. The failure or delay of the Board to adopt a 12

budget as provided herein shall not constitute a waiver or release of the obligation of an Owner to pay the Assessments. In such event, the Assessments based upon the budget last adopted shall continue until such time as the Board adopts a new budget. SECTION 3. Computations of Assessments. The Assessments for Common Expense Liability for each Lot shall be determined in accordance with the operating budget and the capital reserve as they apply to the various Lots. Unless otherwise determined by a vote of the quorum of the Association, all Assessments shall be charged on an annual basis. As provided in Article 4.3.1 of the Declaration of Covenants, the Board of Trustees may increase the maximum annual Assessments by 10% above that of the previous year without a vote of the Membership. SECTION 4. Payment, Delinquency and Acceleration. Unless otherwise determined by the Board, all Assessments shall be payable annually. At the discretion of the Board, in accordance with Article 4.6 of the Declaration of Covenants, the Board may make provisions for the assessments to be paid at monthly, quarterly, or semi-annual intervals. Any installment of an Assessment shall become delinquent if not paid on the due date as established by the Board. With respect to each installment of an Assessment not paid within thirty (30) days after its due date the Board may, at its election, require the Owner to pay a reasonable late charge, together with interest at the rate of 18% per annum calculated from the date of delinquency to and including the date full payment is received by the Association. If any installment of any Assessment is not paid within forty five (45) days after its due date, the Board may, at its election, declare all of the unpaid balance of the Assessment for the then current fiscal year, attributable to that Lot, to be immediately due and payable without further demand and may enforce collection of the full Assessment and all charges thereon in any manner authorized by Law, the Declaration and this Code of Regulations. SECTION 6. Remedies for Default. If an Owner is in default of payment of any Assessment, the Board may authorize collection through any lawful means, including foreclosure of the lien. Interest and all costs of such collection, including but not limited to court costs, lien fees, attorney fees shall be included in the amount due from the Owner and may be collected. The Board, acting for the Association, may bid its interest at any foreclosure sale and acquire, hold, lease, mortgage and/or convey any Lot. ARTICLE VII MISCELLANEOUS SECTION 1. Parliamentary Rules. Except as may be modified by Board resolution establishing modified procedures, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Ohio law, the Articles of Incorporation, the Declaration, or this Code of Regulations. SECTION 2. Conflicts. If there are conflicts or inconsistencies between the provisions of Ohio law, the Articles of Incorporation, the Declaration, and this Code of Regulations, the orovisions of Ohio law, the Declaration, the Articles of Incorporation, and this Code of Regulations (in that order) shall prevail. 13

SECTION 3. Books and Records. a. Inspection by Members. The membership list, account books and minutes of the Association, the Board and any committee shall be made available for inspection by any Member or by his or her duly appointed representative at any reasonable time and for a purpose reasonable related to his or her interest as a Member at the office of the Association or at such other place within Union Township, Ohio, as the Board shall prescribe. Inspection of books and records is available by making an appointment for a mutually agreed upon time. Copies of desired records can be obtained with a written request for the specific copies and reasonable payment to cover the cost of copying. Allow three (3) working days to reproduce copies. b. Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Trustee includes the right to make extracts and copies of documents at the expense of the Association. SECTION 5. Notices. Unless otherwise provided in this Code of Regulations, all notices, demands, bills, statements, or other communications under this Code of Regulations shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by first class mail, postage prepaid: a. if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if not such address has been designated, at the address of the residence of such Owner; or b. if to the Association, the Board of Trustees, or the Managing Agent, at the principal office of the Association or the Managing Agent, if any, or at such other address as shall be designated by the Board with written notice to the Owners. SECTION 6. Amendment. Except as otherwise provided by law or the Declaration, this Code of Regulations may be amended by the Board of Trustees, or by a seconded motion approved by a majority of the Owners. SECTION 7. Audit. An audit of the accounts of the Association shall be made annually in the manner as the Board of Trustees may decide, provided, however, after having received the Board's audit at the annual meeting, the Owners, by majority vote, may require the accounts of the Association to be audited as a Common Expense by a public accountant. 14

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION OF EASEMENTS FOR PROVIDENCE MANOR HOME OWNERS ASSOCIATION THIS DECLARATION, made on the date hereinafter set forth by David J. Clinton, Trustee, hereinafter refetred to as "Declarant ". WITNESSETH: WHEREAS, Declarant is the owner of certain property in the Township of Union, County of Butler, State of Ohio, which is more particularly described in Exhibit "A" attached. NOW THEREFORE, Declarant hereby declares that all of the properties described above shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions which are for the purpose of protecting the value and desirability of, and which shall run with, the real property and be binding on all parties having any right, title or.interest in the described properties or any part thereof, their heirs, successors and assigns and shall Inure to the benefit of each owner thereof. ARTICLE I DEFINITIONS 1.1 "Association" shall mean and refer to Providence Manor Home Owners Association, Inc., its successors and assigns. 1.2 "Owner" shall mean and refer to the record owner, whether one or 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. 1.3 "Properties" shall mean and refer to that certain real property hereinbefore described and such additions thereto as may hereafter be brought within the jurisdiction of the Association. 1.4 "Common Area" shall mean all real property (including the improvements thereto) owned by the Association in fee or by easement for the common use and enjoyment of the owners. 1.5 "Lot" shall mean and refer to any plot of land upon any recorded subdivision map of the Properties with the exception of the Common Area. 1.6 *Declarant" shall mean and refer to David J. Clinton, Trustee, his successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development. ARTICLE II PROPERTY RIGHTS 2.1 Owners Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to 15

every Lot, subject to the following provisions: 2.1.1 the right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Area; 2.1.2 the right of the Association to suspend the voting rights and right to use of the recreational facilities by an owner for any period during which any assessment against his Lot remains unpaid; and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations; 2.1.3 the right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by 2/3rds of each class of members has been recorded. 2.2 Delegation of Use. Any owner may delegate, In accordance with the By-Laws, his right of enjoyment to the Common Area and Facilities to the members of his family, his tenants or contract purchasers who reside on the property. ARTICLE III MEMBERSHIP AND VOTING RIGHTS 3.1 Every Owner of a Lot which is subject to assessment shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment. 3.2 The Association shall have two classes of voting membership: 3.2.1 Class A Members shall be all Owners, with the exception of the Declarant, and shall be entitled to one vote for each Lot owner. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot. 3.2.2 Class B Member(s) shall be the Declarant and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: 3.2.2.1 when the total votes outstanding In the Class A membership equal the total votes outstanding in the Class B membership, or 3.2.2.2 on January 1, 1993 ARTICLE IV COVENANT FOR MAINTENANCE ASSESSMENT 4.1 Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Lot owned within the Properties, hereby covenants, and each Owner of any Lot by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (1) annual assessments or charges, and (2) special assessments for 16

capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs and reasonable attorney's 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's 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. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them. 4.2 Purpose of Assessments. The assessments le\ led 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 Area. 4.3 Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be Seventy-five ($75.00) Dollars per Lot. 4.3.1 From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased each year not more than 10% above the maximum assessment for the previous year without a vote of the membership. 4.3.2 From and after January 1 of the year following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased above 10% 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. 4.3.3 The Board of Directors may fix the annual assessment at an amount not In excess of the maximum. 4.4 Special Assessments for Capitol 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, reconstruction, repair or replacement of a capital Improvement upon the Common Area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of 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. 4.5 Notice and Quorum for Any Action Authorized Under Sections, 4.3 and 4.4. Written notice of any meeting called for the purpose of taking any action authorized under Section 4.3 or 4.4 shall be sent to all members not less than 30 days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty (60%) percent of all 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 requirements, and the required quorum at the subsequent meeting shall be one-half (i) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. 4.6 Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis. 4.7 Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the Common Area. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. 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 17