Governing Documents

BY-LAWS
OF
SETTLERS' CROSSING ASSOCIATION, INC.
An Oklahoma Non-Profit Corporation


ARTICLE I

This corporation shall be known as SETTLERS' CROSSING ASSOCIATION, INC.(the “Corporation").

ARTICLE ll

The principal place of business of the Corporation shall be at 2000 S.E. 15th Street, Building 450, Suite "C" Edmond, OK 73013. Other offices may be maintained at such other places as the Directors may from time to time determine.

ARTICLE III

The purposes for which the Corporation is formed are:

(a) To organize and operate an association to provide for the acquisition, construction, management, maintenance and care of Corporation property.

(b) To acquire, own and provide for the maintenance and management of certain Common Areas located within Settlers' Crossing, a subdivision in Oklahoma County, State of Oklahoma, and to provide maintenance services for said property, all in accordance with that Declaration of Covenants, Conditions and Restrictions for Settlers' Crossing, an
addition to Oklahoma County, Oklahoma flIed for record in the office of the County Clerk of Oklahoma County, Oklahoma, on October 28,1997 and recorded in Book 7179 at Page 1076 of the records of Oklahoma County, Oklahoma, as amended from time to time (the "Declaration"). All definitions contained in the Declaration shall apply hereto and are
incorporated herein by reference. Any Member of the Corporation as defined in the Declaration is subject to the provisions and regulations set forth in these by-laws.

ARTICLE IV

Every person who is a record owner of a fee or undivided interest in any Lot covered by the Declaration and any future declarations covering all or any part of the subdivision which is subject by 'covenants of record to assessment by the Corporation, including contract sellers, shall be a member of the Corporation. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one membership for each Lot. Membership shall be appurtenant to and may not be separated from ownership of any Lot. Ownership of such Lot shall be the sole qualification for membership.

ARTICLE V

Class of Members and Voting Rights. The Corporation shall have two (2) classes of voting membership as follows:

Class A. Class A Members shall be all those Owners of Lots with the exception of Settlers' Crossing, L.L.C. ("Declarant"). Each Class A Member shall be entitled to; one vote for each Lot in which he holds the interest required for membership by Article IV of the Declaration. When more than one Person holds such interest in any Lot, all such Persons shall be Members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to anyone Lot.

Class B. The Class B Member shall be Declarant. The Class B Member shall be entitled to (3) votes for each Lot in which it holds the interest required for membership by Article IV of the Declaration. The class B membership shall cease and be converted to Class A membership upon the happening of any of the following events, whichever first occurs:
A. Upon the conveyance by Declarant of all Lots within the Subdivision, or if lands adjoining the Subdivision are made a part of the Settlers' Crossing Subdivision by Declarant and such lands are subject to and brought under the Declaration, then upon the conveyance by Declarant of all Lots within the Subdivision and said adjoining lands; or

B. On January 1, 2018; or

C. If in its sole discretion Declarant so determines.

ARTICLE VI

Meetings of the membership of the Corporation shall be held at least annually each year beginning in the year 1998. Special meetings may be held at any time upon the call of the Board of Directors or upon written request of the majority of the Members of the Corporation delivered to the Secretary of the Association. However, no meeting shaH-be called or held within sixty days of the preceding meeting. At any meeting of the Members of the Corporation, the presence at the meeting of Members or of proxies entitled to cast a majority of all the votes of each class of membership shall constitute a quorum; provided, however, that if the required quorum is not present at any meeting duly called, the Members present, though less than a quorum, may give notice to all Members as required herein for the transaction to be considered, at an adjourned meeting, and at the continuation of the meeting one-half (1/2) of the quorum required at the
preceding meeting shall then constitute a quorum.

The Secretary of the Corporation shall mail a notice of each meeting to all Members, stating the purposes thereof, the items on the agenda, including the general nature of any proposed Amendment to the Declaration or By-laws, as well as the time and place it is to be held not less than ten days nor more than thirty days prior to said meeting.

At each annual meeting, the Members shall elect a Board of Directors consisting of not less than three (3) but not more than six (6) Members who shall serve for the ensuing year, and shall conduct such other business as may properly come before the meeting.

ARTICLE Vll

The Board of Directors of the Association shall have the powers and duties necessary for the administration of the affairs of the Corporation and for the maintenance of the Common Areas. The powers and duties of the Board of Directors shall include but shall not be limited to the following, all of which shall be done for and on behalf of the Members of the Corporation:

(a) Administration. To administer and enforce the covenants conditions and restrictions, easements uses, limitations, obligations, rules and all other provisions set forth in the Declaration, and all amendments and additions thereto that may be recorded from time to time.

(b) Rules and Regulations. To enforce the provisions of the Declaration and to establish, make and enforce compliance with such rules and regulations as may be necessary for the operation, use and occupancy of the Common Areas of Settlers' Crossing, together with the right to amend the same from time to time. The power of enforcement set forth in this Paragraph F shall include the power of the Association to impose monetary fines (including daily assessment fines) upon Members for violations of said rules or of these Declarations provided, however, that said fines shall not be enforced ex-post facto and provided further that the Member against whom such fine or fines are assessed shall be given an opportunity for a hearing before the Association's Board of Directors to present evidence against a finding of violation by the Board of Directors. Such fines may be assessed as liens against the Lot owned by the fined Owner.

(c) Maintenance of Common Areas. To accept, hold and keep in good order, condition and repair all of the Common Areas and all items of common personal property used by the Owners in the enjoyment of the subdivision.

(d) Insurance. To insure the Common Areas and keep the improvements thereon insured in an amount equal to their maximum replacement value, and to maintain comprehensive general liability insurance coverage in a sum of at least One Million Dollars ($1,000,000.00) per occurrence, for bodily injury and property damage.

(e) Budget; Determination of Assessments; Increase or Decrease Same; \ Levy of Special Assessments. To prepare a budget for the Corporation at least annually, and to determine the amount of common charges payable by the Members to meet the common expenses of the Corporation and allocate and assess such common charges among the Members, and
by a majority vote of the Board of Directors to adjust, decrease or increase the amount of the annual assessments, and remit or return any excess of reserve for deferred maintenance and for replacement, if any, to the Owners at the end of each reporting year; and to levy and collect special assessments whenever, in the opinion of the Board of Directors, it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies.

(f) Enforcement of Assessment Lien Rights. To collect delinquent assessments by suit or otherwise, and to enjoin or seek damages from any Member who may be in default as is provided for in the Declaration and these By-laws. To collect interest at the annual rate of one and one half per cent (1 Ih %) per month plus a late fee of $25.00 in connection with
assessments remaining unpaid more than thirty (30) days from due date for payment thereof, together with all expenses, including attorneys' fees incurred.

(g) Protect and Defend. To protect and defend the entire premises from loss and damage by suit or otherwise.

(h) Borrow Funds. To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the Declaration and amendments thereto and these By-laws, and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary. Such indebtedness shall be the several obligations of all of the Members.

(I) Contract. To enter into contracts within the scope of its duties and powers.

(j) Bank Account. To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Directors.

(k) Manage. To make repairs, additions, alterations and improvements to the Common Areas of Settlers' Crossing in a fIrst class manner and consistent with the best interests of the Members.

(I) Annual Statement. To prepare and deliver annually to each Owner a statement showing receipts, expenses and disbursements since the last such statement. The Members have the right to inspect the books of the Corporation on reasonable notice.

(m) Meetings. To meet at least once semi-annually, provided that any Board of Directors meeting may be attended and conducted by telephone or other devise which permits all of the Directors in attendance to participate in such meeting, and provided further that any action required to be taken at any meeting of the Board of Directors, or any action which may be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members of the Board of Directors.

(n) Personnel. To designate, employ and dismiss the personnel necessary for the maintenance and operation of the Common Areas or other administration of Settlers’ Crossing or of the Corporation.

(0) Managing Agent. To employ for the Corporation a managing agent (who may be Declarant) who shall have and exercise the powers granted to it by the Board of Directors under the Declaration and these By-laws.

(P) All Things Necessary and Proper. To do all things necessary and proper for the sound and efficient management of the Common Areas of Settlers' Crossing, and to advance the health, safety and welfare of the residents of Settlers' Crossing. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Members of the Corporation.

At any regular or special meeting duly called, anyone or more of the Directors may be removed with or without cause by two-thirds (2/3) of the Members, and a successor may then and there by elected to fill the vacancy thus created. Any Director whose removal has been proposed
by the Members shall be given an opportunity to be heard at the meeting. Should any Director miss three (3) consecutive regular meetings of the Board of Directors, he shall be automatically removed from the Board and a successor selected and approved by the Board to fill his unexpired term. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held semi-annually. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, by telephone or by telegraph, at least five (5) days prior to the day named for such meeting. Special meetings of the Board of Directors may be called by the President on five (5) days notice to each Director, given personally, by mail, by telephone or by telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary of the Corporation in like manner and on like notice on the written request of two or more Directors. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present t the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

The Board of Directors may require that all officers, directors, managers, trustees and employees of the Corporation handling or being responsible for Corporation funds, to furnish adequate fidelity insurance or bonds. The premium on such insurance or bonds shall be a Corporation expense.
No member of the Board of Directors shall receive any compensation for acting as such. However, members of the Board of Directors of the Corporation shall be reimbursed for reasonable expenses incurred by them in the performance of Corporation business.

ARTICLE VIII

The officers of the Corporation shall be a President, Vice President, and Secretary/Treasurer, all of whom shall be elected by the Board of Directors, and such assistant officers as the Board shall from time to time elect. The President and Vice President must be members of the Board of Directors.

The officers of the Corporation, with the exception of the President, shall be elected annually by the Board of Directors at the organizational meeting of each new Board, and shall hold office subject only to the continuing approval of the Board.

Upon an affirmative vote of a majority of the Members of the Board of Directors, any officer may have his office removed either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose. Members of the Board may only be removed by vote of the Members as provided elsewhere in these By-laws.

The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Corporation and of the Board of Directors unless he is absent. He shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including but not limited to the power to appoint committees other than the Standing Committee, from among the Members from time to time as he may, in his discretion, decide is appropriate to assist in the operation of the Corporation or as may be established by the Board or by the Members of the Corporation at any regular or special meeting.

The Vice President shall have all the powers and authority and perform all the functions and duties of the President, in the absence of the President, or his inability for any reason to exercise such powers and functions or perform such duties, and also perform any duties he is directed to perform by the President. The Vice President shall be the President of the Association the following term. The Vice President shall be the Chairman of the Future Planning Committee.

The Secretary/Treasurer shall keep all the minutes of the meetings of the Board of Directors and the minutes of all meetings of the Corporation; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of Secretary as is provided in the Declaration and the By-laws. The Secretary shall compile and keep up to date at the principal office of the Corporation a complete list of Members, and their last known addresses as shown on the records of the Corporation. Such list shall also show opposite each Member's name the number or other appropriate designation of the Lot owned by such Member. Such list shall be open to inspection by Members and other Persons lawfully entitled to inspect the same at reasonable times during regular business hours. The Secretary/Treasurer shall have responsibility for Corporation funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation; he shall be responsible for the deposit of all monies and other valuable effects in the name, and to credit, of the Corporation in such depositories as may from time to time be designated by the Board of Directors. In the event a managing agent has the responsibility of collecting and disbursing funds, the Treasurer shall review the accounts of the Managing Agent within fifteen (15) days after the first day of each month.

The standing committees shall be a Grounds Committee, a Future Planning Committee a Swimming Pool Committee and an Elections Committee. The Board of Directors shall name the Members of the Standing Committees and shall designate a Chairman for each committee, except that the Chairman of the Future Planning Committee shall be the Vice President.

The Grounds Committee shall obtain and review bids for grounds maintenance and make hiring recommendations to the Board. It shall be responsible for supervising the grounds maintenance contractors in their duties. It shall also be responsible for periodically organizing a volunteer community work day for the Corporation.

The Future Planning Committee shall be in charge of long term goals of the Corporation. This includes reassessing the short term goals, researching and organizing future ideas and presentation of steps of action to reach a long term goal.

The Elections Committee shall supervise the nomination and election of officers.

The Swimming Pool Committee will handle all aspects of the administration of the community swimming pool and will make recommendations thereon to the Board.

ARTICLE IX

Indemnification. The Corporation may indemnify, through insurance commonly known as directors' and officers' liability insurance, every Director, officer, managing agent, their respective successors, personal representatives and heirs, against all loss, cost and expenses, including attorneys' fees, reasonably incurred by him or them in connection with any action, suit or proceedings to which he or they may be made a party by reason of his or their being or having been a Director, officer or managing agent of the Corporation, except as to matters as to which he or they shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such Director, officer or managing agent in relation to the matter involved.

The foregoing rights shall not be exclusive of other rights to which such Director, officer or managing agent may be entitled. All liability, loss, damage, cost and expense incurred or suffered by the Corporation by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Corporation as common expenses.

ARTICLE X

Amendments to By-Iaws. These By-laws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy.

In the case of any conflict between the Corporation's Articles of  Incorporation and these By-laws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration and the Articles of Incorporation, the Declaration shall control.

ARTICLE XI

Proof of Ownership. Except for those Members who initially purchase a Lot from Declarant, any person, upon becoming an Owner of a Lot, shall furnish to the managing agent or Board of Directors a true and correct copy of the original or a certified copy of the recorded instrument vesting that Person with an interest or ownership of a Lot, which copy shall remain in the files of the Corporation. A Member shall not be deemed to be in good standing nor shall he be entitled to vote at any annual or special meeting or Members unless this requirement is first met.

Registration of Mailing Address. The Owner or several Owners of a Lot shall have one mailing address to be used by the Corporation, for mailing of statements, notices, demands and all other communications, and such address shall be the only mailing address of a person or persons, firm, corporation, partnership, association or other legal entity or any combination thereof to be used by the Corporation. Such registered address of an Owner or Owners shall be furnished by such Owner to the managing agent or Board of Directors within fifteen (15) days after transfer of title, or after a change of address, and such registration shall be in written form and signed by all of the Owners of the Lot or by such Persons as are authorized by law to represent the interest of the Owner thereof.

Designation of Voting Representative- Proxy. If a Lot is owned by one Person, his right to vote shall be established by the record title thereto. If title to a Lot is held by more than one Person such Owners shall execute a proxy appointing and authorizing one Person or alternate Persons to attend all annual and special meetings of Members and there as to cast whatever vote the Owner himself might cast if he were personally present. Such proxy shall be effective and remain in force unless voluntarily revoked, amended or sooner terminated by operation of law; provided, however, that within thirty (30) days after such revocation, amendment or termination, the Owners shall reappoint and authorize one Person or alternate Persons to attend all annual and special meetings as provided by this Article. The requirements contained in Article XII of these By-laws shall be fIrst met before an Owner of a Lot shall be deemed in good standing and entitled to vote at an annual or special meeting of Members.

ARTICLE XII

Assessments. All Members shall be obligated to pay the annual assessments and special assessments imposed by the Corporation. The annual assessments imposed hereunder shall be due and payable annually in advance. The amount of such assessments may be altered in accordance with the Declaration. A Member shall be deemed to be in good standing and entitled to vote at any annual or special meeting of Members if, and only if, he shall have fully paid all assessments made or levied against him and the Lot or Lots owned by him, and is not in violation of any rule or regulation of the Corporation then in force.

Lien. The obligation of each Member to pay assessments shall be secured by a· forecloseable lien on the Lot owned by that Member in favor of the Corporation and such obligation shall run with the land and survive any sale thereof.

General. Each Member shall comply strictly with the provisions of the Declaration, these By-laws, and all amendments thereto. Use of Common Areas. Each Member may use the Common Areas and sidewalks located within the subdivision in accordance with the purpose for which they were intended without hindering or encroaching upon the lawful rights of the other Members; provided, however, that any Member or the Corporation may, by a majority vote of the Board of Directors, be excluded from any or all of the Common Areas of Settlers' Crossing for violating the rules established by the Corporation regarding the use of said Common Areas. Any such exclusion may be for a duration of time not to exceed sixty (60) days.

ARTICLE XllI

These By-laws apply to all of the Property described in the Declaration. In addition to the Property, other adjacent or adjoining properties may be included, in which event the Owners of Lots in said additional property shall also be Members of the Corporation, and shall be subject to these By-laws.

ARTICLE XIV

If additional phases are dedicated and annexed to Settlers' Crossing, any Common Areas included therein would also qualify as common use areas for the Members and may be owned by the Corporation. Upon such time as record ownership of the Common Areas is vested in the Corporation, the Members of the Corporation shall have the right to use the Common Areas as hereinafter specified.

Every Member shall have a right and easement of enjoyment in and to the Common Areas and such easement shall be appurtenant to and shall pass with the title to every assessed Lot, subject to the following provisions:

(a) The right of the Corporation to limit by rule the number of guests of Members, the Common Areas which may be used by guests of Members, and the conditions under which Common Areas may be used by Members and/or their guests, subject to the terms and provisions hereof.

(b) The right of the Corporation to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Areas.

(c) The right of the Corporation, in accordance with its Articles of Incorporation and By-laws and with the assent of two-thirds (2/3) of each class of Members, to borrow-monies for the purpose of improving the Common Areas and facilities and in aid thereof to mortgage said Common Areas or any portion thereof, and the rights of said mortgagee in said properties shall be subordinate to the rights of the Members hereunder.

(d) The right of the Corporation to suspend the voting rights and right to use of the Common Areas by a Member for any period during which any assessment against his Lot remains unpaid; and for a period not to exceed sixty (60) days for an infraction of its published rules and regulations.

(e) The right of the Corporation to dedicate or transfer all or any part of the Common Areas to any public agency, public authority or utility for such purposes and subject to such conditions as may be agreed to by the Members of the Corporation; provided, however, that no such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer and signed by two-thirds (2/3) of each class of Members is filed of record in the office of the County Clerk for Oklahoma County.

Any Member 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, subject to such rules, regulations and limitations as the Corporation may, from time to time, establish.

The Corporation shall control, maintain, manage and improve the Common Areas as provided in said Declaration and in its Articles of Incorporation and By-laws. Such right and power of control and management shall be exclusive.

Although Board of Directors of the Corporation may from time to time establish rules and regulations governing the use of the Corporation’s Common Areas by Members of all classes and their guests, such rules and regulations, as from time to time are adopted, shall be uniform as to all Members regardless of class.

ARTICLE XV

Creation of Lien and Personal Obligation of Assessment. All Members of the Corporation, by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant and agree to pay the Corporation: (1) annual assessments and charges; and (2) special assessments for capital improvements or repairs, to be fixed, established, and collected from time to time as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collection thereof (including attorneys' fees), as hereinafter provided, shall be a charge on the land and may be evidenced by a continuing lien in favor of the Corporation upon each Lot against which each such assessment is made, and shall be superior to any homestead right or other exemption provided by law, which lien may be enforced by the Corporation and may be foreclosed in any manner provided by the-laws of the State of Oklahoma for the foreclosure of mortgages or deeds of trust, with or without power of sale. Each such assessment, together with interest, costs and reasonable attorneys I fees shall also be the personal obligation of the Person who was the Owner of such Lot at the time when the assessment fell due. The personal obligations and encumbrances contained in this Article
XV of these By-laws shall touch and concern the land and shall pass to every Owner's successors in title. The Lots owned by the Class B Member shall not be subject to any assessment. Nothing in this article XV shall create any obligation by the Class B Member to pay any assessment by the Corporation

The Assessments levied by the Corporation shall be used exclusively for the purpose of promoting the health, safety, welfare and community of the Members, and for the improvement and maintenance of properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Areas, including, but not limited to, the maintenance of insurance thereon, repairs, replacements and additions thereto, payment of ad valorem and other property taxes and assessments levied thereon, for the cost of labor, equipment, materials, management and supervision thereof" and utility services for the Common Areas.

Until January 1 of the year immediately following the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment that may be imposed on a Class A Member shall be $100.00, and the maximum assessment that may be imposed on the Class B Member shall be $75.00 per Lot.

From and after January 1 of the year immediately following the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment imposed upon the Members may be increased from $100.00 by the Association’s Board of Directors effective January 1 of each year without a vote of the membership in consonance with the rise, if any, of the Consumer Price Index (as announced by the United States Department of Labor) for the preceding calendar year.

From and after January 1 of the year immediately following the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment imposed upon Class A Members may be increased in a percentage greater than that established by the Consumer Price Index for the previous year by a vote of the general membership of the Corporation for the next succeeding year provided that any such charge shall have the assent of two-thirds (2/3) of the Members pursuant to votes cast in person or by proxy, at a meeting called for this purpose, written notice of which shall be sent to all Members not less than thirty (30) nor more than sixty (60) days in advance of the meeting setting out the purpose of the meeting.

In addition to the annual assessments authorized above, the Corporation may levy in any assessment year, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Areas, including the fixtures and personal property related thereto; provided that any such assessment shall have the consent of at least one half (1/2) of the Members pursuant to· votes cast in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than thirty (30) nor more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting; provided further, that the maximum amount of any special assessment which may be assessed against any Member in any assessment year shall not exceed an amount equal to three times the annual dues assessed against said Members for the same year.

Both annual and special assessments must be fixed at a uniform rate for each Member and may be collected on an annual basis.

At any meeting of the Members of the Corporation, the presence at the meeting of Members or of proxies entitled to cast a majority of all the votes of each class of membership shall constitute a quorum; provided; however, that if the required quorum is not present at any meeting duly called, the Members present, though less than a quorum, may gIve notice to all Members as required herein for transaction to be considered, at an adjourned meeting, and at the adjourned meeting one-half (1/2) of the required quorum at the preceding .meeting shall constitute a quorum. No such subsequent meeting sball be held more than sixty (60) days following the preceding meeting.

The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance by Declarant of the initial Common Areas to the Corporation. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Corporation’s Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. Within ten (10) days after a single-family home is initially occupied by any Person, whether by lease or other wise, the Owners thereof shall furnish written notice of commencement of such occupancy to the Corporation. The Board of Directors shall fIX the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment sball be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors, which in no event shall be more than sixty (60) days after the obligation to pay an assessment accrues. The Corporation shall, upon demand at any time, furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board of the issuance of these certificates. Such certificate shall be conclusive evidence of the payment of any assessment therein stated to have been paid.

Any assessments which are not paid when due shall be delinquent. If any assessment is not paid within sixty (60) days after its due date, the assessment shall bear interest from its due date at an annual rate of one and one-half percent (11/2%) per month plus a late fee of $25.00, and the Corporation may bring an action at law against the Owner personally obligated to pay the same, and/or file and foreclose a lien against the property as provided by the laws of the State of Oklahoma for the foreclosure of a mortgages or deeds of trust, with or without power of sale; and· interest costs and reasonable attorneys' fees of such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or abandonment of his or her Lot.

The lien of the assessments provided for herein shall be subservient to any bona-fide lien or other security interest created by a real estate mortgage covering any Lot that is tiled of record in the land records of Oklahoma County, State of Oklahoma subsequent to the filing of these Declarations. Sale or transfer of any Lot shall not affect the assessment or enforceability of any lien created by virtue of these By-laws.

Exempt Property. The following property subject to these Declarations shall be exempt from the assessments:

A. All properties dedicated to and accepted by a local public authority; and

B. The Common Areas.

ADOPTED this 30th day of April, 1998.

Filed on 10-28-1997 at Book 7179 page 1076-1100

DECLARATIONS OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SETTLERS CROSSING I, AN ADDITION TO OKLAHOMA COUNTY, STATE OF OKLAHOMA, THE SAME BEING A PART OF THE NW/4 OF SECTION 17, TOWNSHIP 14N, RANGE 3W IM, IN OKLAHOMA COUNTY, STATE OF OKLAHOMA

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS
A. “Association”
B. “Common Areas"
C. “Declarant"
D. “Fences”
E. “Frontage" or "Fronts"
F. “Lot"
H. “Member"
I. “Owner”
J. “Person”
K. “Property”
L. “Street”
M. “Subdivision”

ARTICLE II - STAGED DEVELOPMENT
Section 1. Initial development
Section 2. Additional development

ARTICLE III - PROPERTY SUBJECT TO THIS DECLARATION

ARTICLE IV - MEMBERSHIP IN THE ASSOCIATION

ARTICLE V - DUTIES OF THE ASSOCIATION AND OWNERSHIP, USE AND MANAGEMENT OF THE COMMON AREAS
Section 1. Duties of Association
Section 2. Association's power to limit rights of enjoyment
Section 3. Delegation of right to enjoyment
Section 4. Covenant to deed
Section 5. Control of common areas
Section 6. Rights subject to regulations

ARTICLE VI - CLASSES OF MEMBERS AND VOTING RIGHTS
Section 1. Class A Membership
Section 2 . Class B Membership

ARTICLE VII - COVENANT FOR MAINTENANCE ASSESSMENTS
Section 1. Duty of Owners to Association
Section 2. Purpose of assessments
Section 3. Maximum annual assessments
Section 4. Progressively increased assessments
Section 5. Maximum increase assessments
Section 6. Special assessments
Section 7. Uniformity of assessments
Section 8. Meetings of membership
Section 9. Commencement of assessments
Section 10. Delinquent assessments
Section 11. Lien to secure assessments
Section 12. Exempt Property
Section 13. Notification of ownership

ARTICLE VIII - USES OF LAND
Section 1. Residential use limits
Section 2. Areas limited for common use
Section 3. Offensive activities

ARTICLE IX - ARCHITECTURE, SIZE, MATERIAL, FENCING AND GENERAL RESTRICTIONS
Section 1. Architectural review
Section 2. Height and Size restrictions
Section 3. External materials
Section 4. Roofing materials
Section 5. Chimney stacks
Section 6. Fencing
Section 7. Completion of construction
Section 8. Landscaping
Section 9. Sidewalks
Section 10. Garages
Section 11. Outbuildings
Section 12. Mailboxes
Section 13. Storage tanks
Section 14. Livestock
Section 15. Trash disposal
Section 16. Moved houses and re-excavation
Section 17. Drilling
Section 18. Clotheslines
Section 19. Basketball goals
Section 20. Accessory structures
Section 21. Parking of vehicles
Section 22. Signs

ARTICLE X - SET-BACK FO BUILDING STRUCTURES

ARTICLE XI - EASEMENTS

ARTICLE XlI - REARRANGING, RE-SUBDIVIDING OR RE-PLATTING

ARTICLE XIII - ARCHITECTURAL CONTROL

Section 1. Architectural review board
Section 2. Powers of board
Section 3. Approval of plans
ARTICLE XIV - RIGHT TO ENFORCE
ARTICLE XV - RIGHT TO ASSIGN
ARTICLE XVI - JUDGMENT CONCLUSIVE
ARTICLE XVII - DURATION
ARTICLE XVIII - SEVERABILITY
ARTICLE XIX - SPECIAL AMENDMENTS

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SETTLERS' CROSSING I, AN ADDITION TO OKLAHOMA COUNTY, STATE OF OKLAHOMA

PREAMBLE

THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR SETTLERS' CROSSING l, AN ADDITION TO OKLAHOMA COUNTY, STATE OF OKLAHOMA ("these Declarations"), are made as of this 27th day of October, 1997, by Settlers' Crossing, L.L.C., an Oklahoma limited liability company existing under and by virtue of the laws of the State of Oklahoma.

WITNESSETH

WHEREAS, Declarant is the owner of certain real property located within Oklahoma County, State of Oklahoma, which is more particularly described in Exhibit It “A” It attached hereto and incorporated herein by reference;

AND WHEREAS, it is the purpose of this Declaration to cause said real property to be surveyed and platted in stages under the name "Settlers' Crossing". as a residential subdivision to Oklahoma County, State of Oklahoma and to create and include as part thereof permanent open areas at the entrance thereof and throughout the area with improvements, landscaping, fencing and signage erected or to be erected thereon, and other common facilities for the benefit of this particular community;

AND WHEREAS, Declarant desires to provide for the preservation of the values and amenities in said community and the upkeep, maintenance, improvement and administration of the community and its open areas, and all improvements now existing or hereafter erected thereon and to establish a corporate entity and agency for such purpose and, in addition, to collect and disburse the assessments and charges hereafter created;

AND WHEREAS, there will be incorporated under the laws of the State of Oklahoma, as a non-profit corporation, an entity to be known as Settlers' Crossing Association, Inc., for the purpose of exercising the aforementioned functions;

NOW THEREFORE, Declarant hereby declares that the real property described in Article Ill hereof is and shall be held, sold, conveyed and occupied subject to the conditions, covenants, restrictions, dedications, easements, charges and liens (hereinafter sometimes referred to as "covenants and restrictions") hereinafter set forth, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of the real property. These covenants and restrictions shall run with and touch and concern the real property, and shall be binding on all parties having or acquiring any right, title or interest to or in any part thereof, and shall inure to the benefit of each owner thereof.

ARTICLE I
DEFINITIONS

The following words, when used in these Declarations or any Supplemental Declaration or Special Amendment (unless the context shall so prohibit), shall have the following meanings:

A. "Association” shall mean and refer to Settlers' Crossing Association, Inc., a non-profit corporation to be incorporated under the laws of the State of Oklahoma, its successors and assigns.

B. "Common Areas" shall mean all real property, whether improved or unimproved, owned, leased or controlled by the Association for the common use and enjoyment of the Members of the Association. The Common Areas to be conveyed to the Association at the time of the conveyance of the first Lot during this initial stage of development are described as Blocks A, B, C, D, E, F, G, H, J, K, and M, all as shown on the plat attached hereto as Exhibit "B" and incorporated herein by reference.

C. "Declarant" shall refer to Settlers' Crossing, L.L.C., an Oklahoma limited liability company, its successors or assigns.

D. "Fences" shall mean the following where the context so indicates:

(1) "Adjoining Fences" shall refer to two or more separate fences which adjoin and are exposed to public view.

(2) "Common Area Fences" shall refer to any fence on a Lot which is adjacent to, abuts, or borders any Common Area.

(3) "Association Fences" shall refer to any fence erected or placed on any Common Area or along easements and around the perimeter entrance to Settlers' Crossing.

E. "Frontage" or "Fronts" shall mean the direction or way the major elevation of the house or structure erected on a Lot shall face.

F. "Lot" shall mean and refer to any platted and numbered single-family residential lot shown upon any recorded plat depicting the Subdivision, with the exception of the Common Areas.

G. (sic)

H. "Member" shall mean and refer to every Person who holds membership in the Association as more fully set forth in Articles IV and VI of these Declarations.

I. "Owner" shall mean and refer to the record owner, whether one or more Persons, of a Lot which is or may become a part of the Subdivision, or may be annexed to form a part of the Settlers' Crossing subdivision (as more fully provided in Section l(M) of Article I of these declarations), including contract sellers, but excluding those having an interest merely as security for the performance of an obligation.

J. "Person" shall mean an individual, corporation, partnership, association, limited liability company, trust or other legal entity, or any combination thereof.

K. The "Property" shall mean and refer to that certain real property described in Article Ill hereof, and such additions thereto and other real property within the Subdivision as hereinafter defined as may hereafter be annexed thereto and/or brought within the jurisdiction of and subject to assessment by the Association.

L. "Street" shall mean any street, lane, drive, boulevard, court, circle, road, place, manor or terrace.

M. The "Subdivision" shall mean all or any part of the Property described in Exhibit "A" attached hereto and incorporated herein by reference and all additional adjoining and non-adjoining property that Declarant may cause to be added to the Settlers' Crossing .subdivision through reference of or incorporation by these Declarations.

The use of the foregoing defined words in the singular shall also be deemed to refer to the plural, and vice versa, when the context so requires.

ARTICLE II
STAGED DEVELOPMENT

Section 1. Initial development. Although this initial Declaration restricts only the Property, Declarant
without the consent of the Association may develop additional phases of Settlers' Crossing within or without the 

Board of Directors of the Association may from time to time establish rules and regulations governing the use of
the Association's Common Areas by Members of all classes and their guests; provided, that such rules and
regulations as from time to time adopted shall be uniform as to all Members regardless of class.

The Association shall have two (2) classes of voting membership as follows:

ARTICLE VII
COVENANT FOR MAINTENANCE ASSESSMENTS

Section 1. Duty of Owners to Association. All Members of the Association, by acceptance of a deed for a Lot, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant and agree to pay the Association: (1) annual assessments and charges; and (2) special assessments for capital improvements or repairs, to be fixed, established, and collected from time to time as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collection (including attorneys' fees) thereof, as hereinafter provided, shall be a charge on the land and may be evidenced by a continuing lien in favor of the Association upon each Lot against which each such assessment is made, and shall be superior to any homestead right or other exemption provided by law, which lien may be enforced by the Association and may be foreclosed in any manner provided by the laws of the State of Oklahoma for the foreclosure of mortgages or deeds of trust, with or without power of sale. Each such assessment, together with interest, costs and reasonable attorneys' fees shall also be the personal obligation of the Person who was the Owner of such Lot at the time when the assessment fell due. The personal obligations and encumbrances contained in this Article VII of these Declarations shall touch and concern the land and shall pass to every Owner's successors in title.

Section 3. Maximum annual assessments. Until January 1 of the year immediately following the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment that may be imposed on a Class A Member shall be $100.00, and the maximum assessment that may be imposed on a Class B Member shall be $75.00 per Lot.

Section 4. Progressively increased assessments. From and after January 1 of the year immediately following the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment imposed on Class A Members may be increased from $100.00 by the Association's Board of Directors effective January 1 of each year without a vote of the membership in conjoinance with the rise, if any, of the Consumer Price Index (as announced by the United States Department of Labor) for the preceding calendar year.

Section 5. Maximum increase assessments. From and after January 1 of the year immediately following the conveyance of the first Lot by Declarant to an Owner, the maximum annual assessment imposed upon the Members may be increased in a percentage greater than that established by the Consumer Price Index for the previous year, by a vote of the general membership of the Association for the next succeeding year provided that any such charge shall have the assent of two-thirds (2/3) of the Members pursuant to votes cast in person or by proxy, at a meeting called for this purpose, written notice of which shall be sent to all Members not less than thirty (30) nor more than sixty (60) days in advance of the meeting setting out the purpose of the meeting.

Section 6. Special assessments. In addition to the annual assessments authorized above, the Association may levy in any assessment year, as to all Members, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Areas, including the fixtures and personal property related thereto; provided that any such assessment shall have the consent of at least one-half (1/2) of the Members pursuant to votes cast in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than thirty (30) nor more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting; provided further, that the maximum amount of any special assessment which may be assessed against any Member in any assessment year shall not exceed an amount equal to three times the annual dues assessed against said Members for the same year.

Section 7. Uniformity of assessments. Both annual and special assessments must be fixed at a uniform rate for each Member of a given class and may be collected on an annual basis.

Section 8. Meetings of membership. At any meeting of the Members of the Association, the presence at the meeting of Members or of proxies entitled to cast a majority of all the votes of each class of membership shall constitute a quorum; provided; however, that if the required quorum is not present at any meeting duly called, the Members present, though less than a quorum, may give notice to all Members as required herein for transaction to be considered, at an adjourned meeting, and at the adjourned meeting one-half (1/2) of the required quorum at the preceding meeting shall constitute a quorum. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 9. Commencement of assessments. The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance by Declarant of the initial Common Areas to the Association. The first annual assessment shall be adjusted according to the number of months remaining m the calendar year. The Association's Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. Within ten (10) days after a single- family home is initially occupied by any Person, whether by lease or otherwise, the Owners thereof shall furnish written notice of commencement of such occupancy to the Association. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors, which m no event shall be more than sixty (60) days after the obligation to pay an assessment accrues. The Association shall, upon demand at any time, furnish a certificate in writing signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board of the issuance of these certificates. Such certificate shall be conclusive evidence of the payment of any assessment therein stated to have been paid.

Section 10. Delinquent assessments. Any assessments which are not paid when due shall be delinquent. If any assessment is not paid within sixty (60) days after its due date, the assessment shall bear interest from its due date at an annual rate of one and one-half percent (1 1/2%) per month plus a late fee of $25.00, and the Association may bring an action at law against the Owner personally obligated to pay the same, and/or file and foreclose a lien against the property as provided by the laws of the State of Oklahoma for the foreclosure of a mortgages or deeds of trust, with or without power of sale; and interest costs and reasonable  or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or abandonment of his or her Lot.

Section 13. Notification of ownership. Any Person upon becoming an Owner shall, within ten (10) days from the recording of a deed reflecting such Person as Owner, give written notice to the Association that such Person has become an Owner.

ARTICLE VllI
USES OF LAND

Section 1. Residential use limits. All Lots within the Property may be used for single-family residence purposes only. No store or business, no gas or automobile service station, and no flat, duplex, condominium or apartment house, though intended for residence purposes, shall be erected or maintained on a Lot within the Property. Notwithstanding anything in the foregoing to the contrary, Declarant and its employees, representatives, agents and authorized builders, may maintain on any Lot, a business and sales office, model home or show units (including a business and sales office within a model home or show unit), and other sales facilities necessary or required until all of the Lots are sold by Declarant. Provided further that nothing contained in this Article VIII shall prohibit Declarant from platting, developing, operating or constructing, or assigning the right to plat, develop, operate or construct religious, commercial or multi-family properties within the Subdivision but outside the Property,

Section 2. Areas limited for common use. Blocks A, B, C, D, E, F, G, H, J, K, L and M, shown on Exhibit "B" to these Declarations, shall be used as Common Area only.

Section 3. Offensive activities. No obnoxious or offensive activity shall be carried on upon any Lot, nor shall anything be done thereon which may be or may become a nuisance or annoyance to the neighborhood. Provided, however, that operation of model homes or business and sales offices by Declarant or its employees, representatives, agents and authorized builders shall not be deemed to constitute a nuisance or annoyance.

ARTICLE IX
ARCHITECTURE, SIZE, MATERIAL, FENCING AND GENERAL RESTRICTIONS

Section 1. Architectural review. Complete plans including plot plans, elevations, floor plans, specifications, and landscape plans for any structure proposed to be erected on any Lot must first be submitted to the Architectural Review Board for approval, and written approval thereof must be obtained from Declarant prior to the commencement of any construction upon any Lot. If Declarant does approve or refuses to approve or disapprove within thirty (30) days of its submission, any plot plan, elevation, floor plan, specifications, and landscape plan for any structure proposed to be erected on a Lot, the proposed plot plan, elevation, floor plan, specifications, or landscape shall be deemed to be approved.

Section 2. Height and Size restrictions. Residences constructed on any Lot shall be subject to the following height and size restrictions:

A. 1200 square feet minimum of livable space, with a 500 square foot minimum required for the bottom floor in the case of a two story house. In computing the required square footage, the basement, porches and garages shall be excluded.

B. No home may be more than two stories in height, exclusive of a basement.

Section 3. External materials. The principal exterior of any residence built on a Lot shall be at least sixty percent (60%) brick, stone or stucco, and forty percent (40%) may be lap siding or other material which will blend together with the brick, stone or stucco. In no event shall a continuing wall consisting of more than thirty-five percent (35%) of the exterior of a residence be built of any material other than brick, stone or stucco. This restriction is intended to restrict the exterior of residences primarily to masonry in their construction. Any deviation from the foregoing must be, but need not be, approved in advance and in writing by Declarant. To compute the required square footage of ground floor space for masonry, the area for doors and windows is to be excluded, and the vertical space shall be measured from the exterior finish grade to the top of the top plate of the first floor.

Section 4. Roofing materials. All roofing material used on any residence built on any Lot shall be mission tile or asphalt composition shingle. The roof shall be Weatheredwood or similar in color to provide harmony throughout the development. Any deviation from these requirements must be, but need not be approved prior to installation by Declarant. No wood shingles may be installed on any roof.

Section 5. Chimney stacks. Brick faced chimney stacks are required for any fireplace located on an outside wall.

Section 6. Fencing. All Fencing must be approved by Declarant in advance of its installation. This includes but is not limited to:

A. Common Area Fences;

B. Association Fences;

C. Adjoining Fences;

D. Any other fence which will extend beyond the front of any building structure constructed on a Lot. All fencing that adjoins the Common Areas shall be of a type that does not restrict sight and shall be constructed of the following materials only: wrought iron, split-rail (wood or PVC) or split-rail (wood or PVC) with inside wire mesh, or natural or treated "picket" fence. No fences shall be painted. No chain link fences may be installed anywhere on the Property. Sight-proof fencing may be used around swimming pools placed in Lots that abut the Common Areas, provided that such fencing is at least ten feet (10’) from the rear of the Lot line. All fences, sight proof or not, must be approved in advance by Declarant.

All Adjoining Fences must be set back at least two feet (2') from the front of any home built on a Lot, unless such fence is determined by Declarant to be an integral part of the building's structure. Fences between Lots (except for Fences adjoining Common Areas) shall be wood stockade fencing which shall be a minimum of five feet 5' in height from the ground and shall be "dog-eared" on its top surface.

These restrictions may be, but need not be, waived in whole or in part on a case-by-case basis by Declarant, at Declarant's sole discretion. Nothing in these Declarations shall prohibit Declarant from constructing fences and walls as it deems appropriate, in the materials and locations that it in its sole discretion it deems appropriate, to enhance the aesthetic value of the Subdivision.

Section 7. Completion of construction. Upon commencement of excavation for construction on any Lot, the work must remain continuous, weather permitting, until the home is completed. All houses must be completed within a twelve (12) month period from the commencement of construction, unless further extension of time for the completion of said house is given by Declarant. If no such consent is given, Declarant or its designee may, but shall not be obligated to complete such construction at the expense of the Owner of the Lot on which such house is situated.