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HomeMy WebLinkAbout2011-10-18 Legal Documents DEF SUB Ei F I Return To: BUYER WARRANTY DEED Know all by these present, that 1, George A. Haseltine, Trustee of the 2009 Salem Street Realty Trust, said trust leaving a mailing address of 66 Gilereast Road, Londonderry,NH for consideration paid grants to , with a mailing address of with WARRANTY COVENANTS: A certain tract or parcel of land with the buildings thereon, situated in North Andover, Essex County, Massachusetts and shown as Lot 2 on plan entitled "Salem Woods,North Andover, MA." Prepared for 2009 Salem Street Realty Trust of 66 Gilcreast Road, Londonderry NH 03053, dated July 13, 2011, Scale V =40' by Merrimack Engineering Services, 66 Park Street, Andover MA 01810 and recorded in the Hillsborough County Registry of Deeds as Plan Number ,to which plan reference may be had for a more particular description. Said parcel being conveyed subject to the covenant and restriction that Lots 1, 2 and 3 on the above described Plan shall not be further subdivided, Said parcel being conveyed subject to the covenant and restriction that maintenance of the private road shown on the above described Plan shall be the sole responsibility of the Salem Woods Homeowners Association, Said road shall never be maintained by the Town of North Andover or accepted as a public road by said Town. Said parcel being conveyed subject to the obligations, restrictions, covenants and benefits of the Salem Woods Homeowners Association recorded with the Northern Essex District Registry of Deeds in Book , Page . By accepting this deed the above Grantee hereby agrees to join said Association and abide by its rules and regulations. Said parcel being conveyed subject to the obligations, restrictions, covenants and benefits detailed in the Declaration of Covenants and Restrictions for Salem Woods recorded with said Registry of Deeds in Book , Page Being a portion of the same premises conveyed to George A. Haseltine, Trustee of the 2009 Salem Street Realty Trust by Deed dated July 15, 2011 and recorded with the Essex County Registry of Deeds in Book 12548, Page 71. j The above Grantor hereby releases all rights of homestead, if any, in the above described premises. Executed this day of November, 2011. 2009 Salem Street Realty Trust George A. Haseltine, Trustee State County November 2011 Then personally appeared before me on this day of November, 2011, the above named George A. Haseltine, Trustee of the 2009 Salem Street Realty Trust, and provided proof of his identity via driver's license, and acknowledged the foregoing to be his voluntary act and deed. Notary Public/Justice of the Peace Commission expiration; I 6 t {I 1`! I E DECLARATION OF RESTRICTION 3 THIS DECLARATION OF RESTRICTION (hereinafter the "Declaration") is made this day of 2011, by 2009 Salem St Realty Trust, 66 Gilcreast Rd Londonderry NH 03053 (hereinafter the"Declarant"). WITNES SETH WHEREAS, Declarant is the owner of that certain parcel 2009 Salem St North Andover MA 01845 of land known as Salem Woods located in the Town of North Andover, Essex County, Massachusetts (hereinafter the "Property"), shown on Salem Woods, A Single-Family Subdivision Located in North Andover, Massachusetts dated [date and last revision date of plan], prepared by Merrimack Engineering, and recorded in the Essex County District Registry of Deeds at Plan Book as Plan (the"Plan"); and WHEREAS, the Property contains important habitat, breeding sites, and migration routes for wildlife including the Blandilg's Turtle (Eiiiydaidea blarrditrgii), which at the time of this recording is listed as Threatened pursuant to the Massachusetts Endangered Species Act (MESA) (G.L. c. 131A:3 and 321 CMR 10.23); and WHEREAS, Declarant desires to protect a significant contiguous area of this rare species habitat as an integral part of the development of the Property; and WHEREAS, the Property is subject to the terms and provisions of MA Endangered Species Act[G.L. c. 131A]; and WHEREAS, Declarant desires and agrees that the southerly portions of lots Z and 2 from the rear (southerly) sides (westerly and easterly) property lines to the "limit of work" line as shown on the attached plan which Open Space in total contain approximately 6.52 acres (284,050 SQFT) as shown on said Plan, shall be maintained in perpetuity as habitat and open space, subject to the Prohibited Acts and Uses and Reserved Rights set forth below; NOW, THEREFORE, Declarant hereby voluntarily declares and imposes in perpetuity upon the Open. Space the following covenants, conditions and restrictions for the benefit of Declarant, its successors and assigns, the Town of North Andover [hereinafter the "Town"], and the Commonwealth of Massachusetts Division of Fisheries and Wildlife [hereinafter the "Division"], and said Property shall be held, transferred, sold, conveyed, occupied and used subject to the covenants,conditions,and restrictions hereinafter set forth. 1. Prohibited Acts and Uses. Subject to the exceptions set forth in Section 2 below, the following acts and uses are prohibited in the Open Space: A. Construction or placing of any building, terunis court, landing strip, mobile home, swinnning pool, fences, asphalt or concrete pavement, sign, billboard or other advertising display, antenuna, tower, or other temporary or permanent structure or facility in, on, above or below said Open Space. Natural}ieritage Final Declaration of Restriction Sa]cnAloods 8 2 2011 E 4 I 3. Monuments and Signage. The Declarant and the Declarant's Successors shall maintain in good condition any, bounds, monuments, markers and signs shown on the Plan, demarcating the boundaries of the Open Space, and shall repair and or replace said monuments and signage on an as needed basis. 4. Terri -.Binding Effect In Perpetuity. This Declaration of Restriction and its provisions herein set forth shall run with the Open Space as shown on said Plan in perpetuity from the date of recordation un the Essex District Registry of Deeds and shall be binding upon Declarant, Declarant's successors and assigns, and ally other party having an ownership interest u1 said Open Space or claiming to have ate interest with respect to said Open Space as tenants, invitees, licenses or otherwise, and all of the respective heirs, successors, grantees, mortgages, assigns, agents, contractors, subcontractors and employees of the foregoing. This Declaration of Restriction is hereby intended and declared to be in perpetuity and no re-recordation of this Declaration of Restriction under G.L. c. 184, ss. 23-30 or any other law shall ever be necessary in order to maintain the full legal effect and authority hereof and Declarant and its successors and assigns, including but not limited to all subsequent owners of the Open Space, hereby waive all their legal right to and shall forego any action in law or equity of any kind whatsoever attempting to contest the validity of any provision of this Declaration of Restriction and shall not, in any enforcement action, raise the invalidity of any provision of this Declaration of Restriction. Notwithstanding anything inconsistent or to the contrary set forth above, the Town and the Division are hereby authorized, jointly and severally, to record and file any notices and/or instruments that the Town and/or the Division deem appropriate to assure the legal validity and enforceability in perpetuity of this Declaration of Restriction and the Declarant, on behalf of itself and its successors and assigns, hereby appoints the Town and the Division as its and their attorney-in-fact to jointly or severally execute, acknowledge, deliver and record any such notice or instrument on its and/or their behalf. Without limiting the forgoing, the Declarant and its successors and assigns agree to execute any such notices and instruments upon request of the Town or the Division. 5. Enforceability. The Town and the Division, jointly and severally, shall have the authority and right to enforce this Declaration of Restriction and are a benefitted parties. The Town and the Division,jointly and severally, shall have the right to enter the Open Space,in a reasonable mamier and at reasonable times, for the purposes of (i) inspecting the Open Space to determine compliance with this Declaration of Restriction; (ii) enforcing this Declaration of Restriction; and (iii) taking any other action which may be necessary or appropriate. The Town and the Division, jointly and severally, shall have the right to bring proceedings at law or equity against any party or parties violating or attempting to violate the terms of this Declaration of Restriction to enjoin them from so doing and to 3 cause any such violation to be remedied, including but not limited to restoration of the portion of the Open Space adversely affected, after providing written notice to such party or parties and all mortgagees of record if the names and addresses of such parties and mortgagees have been provided in writing to the Town and the Division. 6. Severability. If any court or other tribunal of competent jurisdiction determines that any provision of this Declaration of Restriction is invalid or unenforceable, such provision shall be deemed to have been modified automatically to conform to the requirements for validity and enforceability as determined by such court or tribunal. In the event the provision invalidated is of such a nature that it cannot be so modified, the provision shall be deemed deleted from this instrument as though it had never been included herein. In either case, the remaining provisions of this instrument shall remain in full force and effect. 7. Non-Waiver. Any election by the Town and/or the Division as to the maze-er and timing of its right to enforce this Declaration of Restriction or otherwise exercise its rights hereunder shall not be deemed or construed to be a waiver of such rights. 8. Access. This Declaration of Restriction does not grant to the Town, the Division, the general public, or to any other person or entity any right to enter upon the Property except the right of the Town and the Division to enter the Property at reasonable times and in a reasonable maze-er for the purpose of inspecting the same to determine compliance herewith and enforcing this Declaration of Restriction as set forth in Section 5 above. 9. Incorporation Into Deeds, Mortgages, Leases and Instruments of Transfer. Declarant and Declarant's successors and assigns, including all subsequent owners of the Open Space or portions thereof, shall incorporate this Declaration of Restriction, in full or by reference, into all deeds, easements, mortgages, leases, licenses, occupancy agreements or any other instrument of transfer by which an interest in and/or a right to use the Open Space or any portion thereof is conveyed. Any such deed, mortgage or other interest purporting to convey any portion of the Open Space without including this Declaration of Restriction in full or be reference shall be deemed and taken to include said Declaration of Restriction in full even though said Declaration of Restriction is not expressly described or referenced therein. 10. Recordation/gegistration. Declarant shall record and/or register this Declaration of Restriction with the appropriate Registry of Deeds and/or Land Registration Office upon the later of (i) thirty (30) days of its date of execution or (ii) the conveyance of the first Lot located on the Plan to a boiia fide purchaser. 11. Amendment and Release. No amendment or release of this Declaration of Restriction shall be effective unless it has been approved in writing by the Division [hereinafter the Division Approval] and said amendment or release and the requisite Division Approval has been recorded with the appropriate Registry of Deeds and/or Land Registration Office. 4 r IN WITNESS WHEREOF, George Haseltine, trustee of 2009 Salem St Realty Trust, has caused these presents to be signed, acknowledged and delivered in its name and behalf this day of 2006. By: COMMONWEALTH OF MASSACHUSETTS ss. ,20� On this day before me, the undersigned notary public, personally appeared( name), proved to me through satisfactory evidence of identification, wl-dch was ❑ photographic identification with signature issued by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, ❑ personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purpose. Notary Public SEAL My Commission Expires: 5 B k 12710 P sP 79 11 22-2011 a 01 =280 ,ABOVE FOR REGISTY OFDEEDS USE ONLY COVER SHEET THIS IS THE FIRST PAGE OF THIS DOCUMENT 120_ N01 RE'M!12 GRANTOR GRANTEE oZnnq Sc,�Qm �. �Jbr�'k q�dny�r Ntfl O!8'�5 . ADDRESS OF PROPERTY CITY/TOWN P I~ a T -NrI..0 , ASSIGNMENT TYPE DEED dD LL----MORTGAGE NOTICE_ TYPE DISCHARGE SUBORDINATION AFFIDAVIT CERT TYPE DEC OF HOMESTEAD , UCC TYPE DISC Off'TRUST OTHER %' ce-i4'rai�'On 4 �f x t�icsn DESCRIBE ESSEX NORTH REGISTRY OF DEEDS Robert F. Kelley, Register 354 Merrimack St. Sulte•304 Lawrence,, MA 01843 (978) 683-3745 www.lawrencedeeds.com Bk 12710 Pg80 #28455 DECLARATION OF RESTRICTION THIS DECLARATION OF RESTRICTION (hereinafter the "Declaration") is made this 22nd day of November,2011,by 2009 Salem St Realty Trust,66 Gilcreast Rd Londonderry NH 03053(hereinafter the"Declarant"). WITNESSETH WHEREAS, Declarant is the owner of that certain parcel 2009 Salem St North Andover MA 01845 of land known as Salem Woods located in the Town of North Andover, Essex County, Massachusetts (hereinafter the "Property"), shown on Salem Woods, A Single-Family Subdivision Located in North Andover, Massachusetts dated October 14th, 2011, prepared by Merrimack Engineering, and recorded in the Essex County District Registry of Deeds at Plan No.16593 (the"Plan");and WHEREAS, the Property contains important habitat, breeding sites, and migration routes for wildlife including the 0landing's Turtle (Emydvidea Ulandingi), which at the time of this recording is listed as Threatened pursuant to the Massachusetts Endangered Species Act (MESA)(G.L.c.131A:3 and 321 CMR 10.23);and WHEREAS,Declarant desires to protect a significant contiguous area of this rare species habitat as an integral part of the development of the Property;and WHEREAS, the Property is subject to the terms and provisions of MA Endangered Species Act[G.L.c. 131A];and WHEREAS, Declarant desires and agrees that the southerly portions of lots I and 2 from the rear (southerly) sides (westerly and easterly) property lanes to the "limit of work" line as shown on the attached plan which Open Space in total contain approximately 6.52 acres (284,050 SQL as shown on said PIan, shall be maintained in perpetuity as habitat and open space,subject to the Prohibited Acts and Uses and Reserved Rights set forth below; NOW,THEREFORE, Declarant hereby voluntarily declares and imposes in perpetuity upon the Open Space the following covenants, conditions and restrictions for the benefit of Declarant,its successors and assigns, the Town of North Andover[hereinafter the"Town"], and the Commonwealth of Massachusetts Division of Fisheries and Wildlife [hereinafter the "Division"], and said Property shall be held, transferred, sold, conveyed, occupied and used subject to the covenants,conditions,and restrictions hereinafter set forth. 1. Prohibited Acts and Uses. Subject to the exceptions set forth in Section 2 below, the following acts and uses are prohibited in the Open Space: A. Construction or placing of any building, tennis court, larding strip, mobile home, swimming pool, fences, asphalt or concrete pavement, sigh, billboard or other advertising display, antenna, tower, or other temporary or permanent structure or facility in,on,above or below said Open Space. Fink DaluMion of Ne*iCd"sdemwwas 9 2 2011 F Bk 12710 Pg81 #28455 13. Mining, excavating, dredging or removing soil,loam, peat, gravel, sand,rock or other mineral resource or natural deposit. C. Placing, filling,storing or dumping of soil, refuse, trash,vehicle bodies or parts, rubbish, debris, junk, waste or other substance of material whatsoever or the installation of underground storage tanks. D. Cutting, :removing or otherwise destroying trees, grasses or other vegetation or disturbance of shrubs,ground,forest floor or leaf litter. B. The use of motorized vehicles of any kind, except as required by the police, fire department or any other governmental agents in carrying out their lawful duties. F. The further subdivision of the Open Space. G. Activities substantially detrimental to drainage, flood control, water conservation,erosion control or soil conservation. H. Any other use of or activity on the Open Space which,would materially impair significant conservation interests thereon unless necessary for the protection of the conservation interest that are the subject of this restrictive covenant. 2. Reserved Rights. Notwithstanding any provisions herein to the contrary, Declarant reserves to itself and its successors and assigns the right to. A. establish, enforce, waive, alter and amend such additional rules, regulations, covenants, conditions and restrictions governing use of the Open Space as are not otherwise prohibited by this Declaration of Restriction as agreed to in writing by the Division and allowed by applicable federal, state or Iocal law or regulation,and B. conduct or permit the following activities in the Open Space if such acts do not materially impair significant conservation interests: 1) Selective cutting or pruning of trees and vegetation to maintain access to and over existing footpaths located thereon and for protection of persons and property from imminent risks of harm or damage to persons and structures, 2) Construct fences or necessary boundary markers on the Open Space upon written consent by the Division, such consent not to be unreasonably withheld. 3) liabitat management activities, including forestry, may be permissible with prior written approval from the Natural Heritage and Endangered Species Program of the Division of Fisheries and Wildlife (the „Division'),its successors and assigns; 2 Sk 12710 Pg82 #28455 3. Monuments and Signape, The Declarant and the DecIaranes Successors shall maintain in good condition any, bounds, monuments, markers and signs shown on the Plan, demarcating the boundaries of the Open Space, and shall repair and or replace said monuments and signage on an as needed basis. 4. Term- BindiM ffect In EMetuity. This Declaration of Restriction and its provisions herein set forth shall run with the Open Space as shown on said Alan in perpetuity from the date of recordation in the Essex District Registry of Deeds and shall be binding upon Declarant,Declarant's successors and assigns,and any other party having an ownership interest in said Open Space or claiming to have an Merest with respect to said Open Space as tenants, invitees, licenses or otherwise, and all of the respective heirs, successors, grantees, mortgages, assigns, agents, contractors, subcontractors and employees of the foregoing. This Declaration of Restriction is hereby intended and declared to be in perpetuity and no re-recordation of this Declaration of Restriction under G.L. c. 184, ss. 23-30 or any other law shall ever be necessary in order to maintain the full legal effect and authority hereof and Declarant and its successors and assigns, including but not limited to all subsequent owners of the Open Space, hereby waive all their legal right to and shag forego any action in law or equity of any kind whatsoever attempting to contest the validity of any provision of this Declaration of Restriction and shall not, in any enforcement action, raise the invalidity of any provision of this Declaration of Restriction. Notwithstanding anything inconsistent or to the contrary set forth above,the Town and the Division are hereby authorized,jointly and severally, to record and file any notices and/or instruments that the Town and/or the Division deem appropriate to assure the legal validity and enforceability in perpetuity of this Declaration of Restriction and the Declarant,on behalf of itself and its successors and assigns, hereby appoints the Town and the Division as its and their attorney-in-fact to jointly or severally execute, acknowledge, deliver and record any such notice or instrument on its and/or their behalf. Without limiting the forgoing,the Declarant and its successors and assigns agree to execute any such notices and instruments upon request of the Town or the Division. 5. Enforceability. The Town and the Division, jointly and severally, shall have the authority and right to enforce this Declaration of Restriction and are a benefitted parties. The Town and the Division,jointly and severally,shall have the right to enter the Open Space,in a reasonable manner and at reasonable times,for the purposes of(i) inspecting the Open Space to determine compliance with this Declaration of Restriction; (ii) enforcing this Declaration of Restriction;and (iii) taking any other action which may be necessary or appropriate. The Town and the Division, jointly and severally, shall have the right to bring proceedings at law or equity against any party or parties violating or attempting to violate the terms of this Declaration of Restriction to enjoin them from so doing and to 3 Sk 12710 Pg83 #28455 cause any such violation to be remedied, including but not lin-kited to restoration of the portion of the Open Space adversely affected, after providing written notice to such party or parties and all mortgagees of record if the names and addresses of such parties and mortgagees have been provided in writing to the Town and the Division. 6. Severabilit , If any Court or other tribunal of competent jurisdiction determines that any provision of this Declaration of Restriction is invalid or unenforceable, such provision shall be deemed to have been modified automatically to conform to the requirements for validity and enforceability as determined by such court or tribunal. In the event the provision invalidated is of such a nature that it cannot be so modified, the provision shall be deemed deleted from this instrument as though it had never been included herein. In either case,the remaining provisions of this instrument shall remain in full force and effect. 7. Non-Waiver. Any election by the Town and/or the Division as to the mauler and timing of its right to enforce this Declaration of Restriction or otherwise exercise its rights hereunder shall not be deemed or construed to be a waiver of such rights. 8, Access. This Declaration of Restriction does not grant to the Town, the Division, the general public, or to any other person or entity any right to enter upon the Property except the right of the Town and the Division to enter the Property at reasonable times and in a reasonable manner for the purpose of inspecting the same to determine compliance herewith and enforcing this Declaration of Restriction as set forth in Section 5 above, 9. Inco oration into Deeds Mortgages, Leases and instruments of Transfer. Declarant and Declarants successors and assigns, including all subsequent owners of the Open Space or portions thereof, shall incorporate this Declaration of Restriction, in full or by reference, into all deeds, easements, mortgages, leases, licenses, occupancy agreements or any other instrument of transfer by which an interest in and/or a right to use the Open Space or any portion thereof is conveyed, Any such deed, mortgage or other interest purporting to convey any portion of the Open Space without including this Declaration of Restriction in full or be reference shall be deemed and taken to include said Declaration of Restriction in full even though said Declaration of Restriction is not expressly described or referenced therein. 10. Recordatipn&gistraHon. Declarant shall record and/or register this Declaration of Restriction with the appropriate Registry of Deeds and/or Land Registration Office upon the later of(i) thirty (30)days of its date of execution or (ii) the conveyance of the first Lot located on the flan to a botw de purchaser. 11. Amendment and Relea . No amendment or release of this Declaration of Restriction shall be effective unless it has been approved in writing by the Division[hereinafter the Division Approval] and said amendment or release and the requisite Division Approval has been recorded with the appropriate Registry of Deeds and/or land Registration Office. 4 Bk 12710 Pg84 #28455 IN WITNESS WHEREOF,George Haseltine, trustee of 2009 Salem St Realty Trust,has caused these presents to be signed, acknowledged and delivered in its name and behalf this _9 "day of ?o/J By: COMMONWEALTH OF MASSACHUSI✓Ci`IS /I=;,2a M / 20.&- On this day before me, the undersigned notary public, personally ap -axed( name), proved to me through satisfactory evidence of identification, which was [photographic identification with signature issued by a federal or state governmental agency, d oath or affirmation of a credible witness,[] personal knowledge of the undersigned, the person whose name is signed on the preceding or attached document,and acknow dged to me that he signed it voluntarily for its stated purpose, Notary Public SEAL L= >ra .I')YGiw NOTARY ZNARIC My Commission Empires: `' NWEAk4H OF IVAA,DACHUSETTS i. �ty vGhnfu$io1? i8.2 13 5 Tt�Y�7�..xy CJafi.�.,,rtry 4.rL1.,7 f`gRt•���.� 1"if„ jS�yVddC I .;•jb'iu .r 3 WE COPY, ATTEST P.r:G EA 0F DE i I i DECLARATION OF RESTRICTIVE COVENANTS SALEM WOODS SUBDIVISION NORTH ANDOVER, MASSACHUSETTS This Declaration of Covenants, Conditions and Restrictions is made this day of 2011, by George A. Haseltine, Trustee of the 2009 Salem Street Revocable trust, with a mailing address of 66 Gilcreast Road Londonderry NH (hereinafter together with its successors and assigns referred to as "Declarant"). Declarant is the owner of a 10 acre parcel of real property described in"Exhibit A" attached hereto and incorporated herein by reference and as shown on a Plan entitled "Salem Woods A Single Family Subdivision, located in North Andover, Massachusetts,"prepared for George A. Haseltine, as Trustee of the 2009 Salem Street Revocable Trust, 66 Gilcreast Road, Londonderry NH 03053, and recorded with the Northern Essex District Registry of Deeds as Plan No. Said subdivision containing 3 lots (hereinafter"Lots"). Declarant intends by this Declaration to impose upon said lots, restrictions under a general plan of improvement for the benefit of all owners of the above described lots. Said restrictions shall run with the land, in perpetuity, and each and every owner of a lot, in accepting a deed or contract for any of said lots, agrees for himself or herself, heirs, assigns, to be subject to these Restrictive Covenants. Declarant hereby declares that all of the property described in "Exhibit A" 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 thereof; which shall run with the land and inure to the benefit of each owner thereof. 1. APPLICABILITY: Each and every owner of the lots made subject to these covenants, by accepting a deed to any lot, agrees for itself, its transferees, heirs, executors, administrators, successors or assigns to be subject to these Restrictive Covenants. 2. USE OF LOTS: 2.1 The lots in this subdivision shall be used only for single family residential purposes. Commercial or business use of any nature or kind shall not be permitted unless such use conforms with the Town of North Andover Zoning Ordinance as a home occupation. 2.2 Further subdivision, excepting annexation or a lot line adjustment, of any of the lots is expressly prohibited. 3. LANDSCAPING, DRIVEWAYS, OUTBUILDINGS: 3.1 Each of the 3 lots shall have paved driveways connecting it to the "Private Way" as shown on above mentioned Plan. Each lot shall be subject to the Private Road Maintenance and Use Agreement detailed below. 3.2 Each lot shall include a minimum two car garage attached. There shall be no trailers, tents, shacks, barb, outbuildings, sheds, or other semi permanent structures in the front yard on any lot. 3.3 Declarant will plant trees and install landscaping as it deems appropriate and in accordance with the approved Subdivision Plans. Upon conveyance to each lot owner, maintenance and upkeep of the landscaping, yard, grass, and grounds shall be the sole responsibility of each lot owner. All lot owners shall at all times keep and maintain their property, landscaping and grounds in good appearance and condition,not permit lawns to become overgrown, and prevent any accumulation of rubbish or debris on the premises so as to maintain the overall value of the lots. Front yards shall be free of unattended lawn chairs, swing sets, swimming pools and the like. 4. PRIVATE ROAD MAINTENANCE AND USE AGREEMENT: The Subdivision shall be serviced by a private road connecting all 3 lots to Salem Street. Per the Town of North Andover Planning Board, said private road will never be accepted as a public road by the Town or maintained as such, therefore all plowing, maintenance, improvement and use of the road will be the sole responsibility of the Association. The Association shall collect a monthly fee from all lot owners to pay for plowing and maintenance of the private road. S. STORMWATER DRAINAGE STRUCTURE MAINTENANCE: The Subdivision shall include its own drainage, water and sewer facilities, all to be approved by the Town of North Andover. The cost of maintenance, repair, or reconstruction of these facilities shall be the responsibility of the Association. Tine Association shall collect an amount from each lot owner on a monthly basis to cover this cost. The specific requirements and schedule for the annual and post large stornn event maintenance of the Stormwater Drainage Structures contained in the Subdivision are fully detailed in the BMP Maintenance Schedule dated August 1, 2011. Said Schedule shall be kept at all times with the Association for reference. 6. GENERAL PROVISIONS: 6.1 All of the foregoing covenants, conditions, reservations and restrictions shall continue and remain in full force and effect for a period of thirty (30) years from the date these covenants are recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years. 6.2 The Declarant as long as they own an interest in any lot reserves the right to itself, its agents, employees, contractors, and subcontractors, to enter upon the land covered by these restrictions for the purpose of carrying out and completing the development of the subdivision as well as to abate, remove, or correct any violations of these restrictions, and such entry, abatement or removal shall not be deemed a trespass, conversion or other actionable wrong. However, the provisions of this paragraph shall not be deemed to obligate the Declarant to take such action once it has honed over authority or responsibility for enforcement of these covenants to a successor subdivide/developer or to the Association. 6.3 The foregoing covenants, conditions, reservations and restrictions may be amended by an instruction signed by Declarant, as long as it owns any lots in the subdivision or the expiration of three (3) years from the date hereof, whichever first occurs. Upon sale of its last lot or voluntary of other relinquishment of this right to amend, amendments will then be by vote of no less then two-thirds of the owners of the lots within said subdivision agreeing to change said covenants in whole or in part. No amendment to these covenants shall be permitted relative to the Association's responsibility for the Private Road Maintenance mentioned in Paragraph 4 and for the Stormwater Drainage Structure Maintenance described in Paragraph 5. Any amendment to these covenants shall be recorded in the Northern Essex District Registry of Deeds. 6.4 Notices provided for in these covenants shall be served by being delivered by hand or mailed to the dwelling on any lot, or to such other address or location as a lot owner may have specified in writing to Declarant or to the Association. Such notice shall be deemed delivered if properly addressed and sent by first class mail. 6.5 Invalidation of any of these covenants by judgment or court order shall in no way affect any of the other provisions which shall remain in full force and effect. 6.6 Failure to specifically refer to and include or incorporate these covenants in deeds to any lot shall not in any manner affect the validity and effectiveness of these restrictions upon any lot made subject to them. 1 I 1 � I i 1 7. ENFORCEMENT: The burden of these restrictions shall rain with the land and be enforceable by any present or fixture owners of any tot within the subdivision, or by the Association, or by any official of the Town of North Andover, however, the Town of North Andover shall not be deemed to have any obligation with respect to such enforcement. 7.1 In the event that a violation of any provision of this Declaration comes to the attention of the owner of any tot within the subdivision or the Town of North Andover, the party allegedly causing such violation shall be notified in writing of the nature of such violation, which notice shall be delivered in hand or by certified mail,return receipt requested. 7.2 Said party shall have ten (10) days after receipt of such notice to undertake appropriate actions including restoration, which are reasonably calculated to swiftly cure the conditions constituting violation. 7.3 If said party fails to take such curative action,the owner of any lot within the subdivision may undertake any actions that are reasonably necessary to cure the violation, including the filing of appropriate legal actions to enjoin prohibited conduct; the cost of any curative measure, including reasonable attorney's fees, shall be paid by the violating party. These covenants were ratified and executed by Declarant, George A. Haseltine, Trustee of the 2009 Salem Street Revocable Trust on this day of , 2011. a 2009 Salem Street Revocable Trust Witness George A, I-Iaseltine, Trristee COMMONWEALTH OF MASSACHUSETTS ss. On this `h day of 2011, before me, the undersigned notary public, personally appeared the above named George A. Haseltine, proved to me through satisfactory evidence of identification, which was a MA Driver's License, to be the person whose name is signed on the preceding or attached document, and aclaiowledged to me that he signed it voluntarily for its stated purpose, Notary Public My Commission Expires; EXHIBIT A Bk ..12810 P51147 03459 U2— 9-2Lt12 0"1 10 424M E AMMMMMMMMUOVENANTS SAM SUBWANK M. y� �MA J`aM This Declaration of Covenants,Conditions and Restrictions is made this day of 'j((dGl 2012by George A.Haseltine,Trustee of the 2009 Salem Street Revocable trust, with a q Ailing address of6G C"xiloxeest Road Londonderry NH(hereinafter together with its successors and assigns referred to as"Declarant").Declarant is the owner of a 10 aore parcel of real property described in"Exhibit A"attached hereto and incorporated heroin by reference and as shown on a Plan entitled"Salem Woods A Single Family Subdivision,located in North Andover,Massachusetts,"prepared for George A. Haseltlne,as Trustee ofthe 2009 Salem Street Revocable Trust,GG Gilcreast Road,London NH 03053,and recorded with the Northern Essex District Registry of Deeds as Plan No. Said subdivision containing 3 lots (hereinafter"Lots"). Declarant intends by this Declaration to impose upon said lots,restrictions under a general plan of improvement for the benefit of all owners of the above described lots. Said restrictions shall run with the land,in perpetuity,and each and every owner of a lot,in accepting a deed or contract for any of said lots,agrees for himself or herself,heirs,assigns,to be subject to these Restrictive Covenants.Declarant hereby declares that all of the property described in "Exhibit A"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 thereof;which shall run with the land and inure to the benefit of each owner theroof. i. APPLICABILITY: Each and every owner of the lots made subject to these covenants,by accepting a deed to any lot, agrees for itself,its transferees,heirs,executors,administrators,successors or assigns to be subject to these Restrictive Covenants, 2. USE OF LOTS: 2.1 The lots in this subdivision shall be used only fair single family residential purposes.Commercial or business use of any nature Qr kind shall not bo permitted unless such use conforms with the Town of North Andover Zoning By-Law as a home occupation. 22 further subdivision,excepting annexation or a lot litre adjustment,of any of the lots is expressly prohibited. i Bk 12810 Pg148 #3459 i a 3. LANDSCAPING,DRIVEWAYS,OUT13UILDINGS: 3.1 Each of the 3 lots shall have paved driveways connecting it to the"Private Way"as shown on above mentioned Picot.Each lot shall be subject to the Private Road Maintenance and Use Agreement detailed below. 3.2 Each lot shalt include a minimum two car garage.There shall be no trailers,tents,shaakks,barn,outbuildings,sheds,or other semi permanent structures its the front yard on any lot. 3.3 Declarant will plant trees and install landscaping as it deems appropriate and in accordance with the approved Subdivision Plans. Upon conveyance to each lot owner,maintenance and upkeep of the landscaping,yard,grass, and grounds shall be the sole responsibility of each lot owner.All lot owners shall at all times keep and maintain their property,landscaping and grounds in good appearance and condition,not permit lawns to become overgrown,and prevent any accumulation of rubbish or debris on the premises so as to maintain the overall value of the lots.Front yards shall be fte of unattended lawn chairs,swing seta,swimming pools and the like. 4. PRIVATE ROAD MAINTENANCE AND USE AGREBMENT: The Subdivision,shall be serviced by a private road connecting all 3 lots to Salem Street.Per the Town of North Andover Planning Board,said private road will never be accepted as a public road by the Town or maintained as such,therefore all plowing,maintenance,improvement and use of the road will be the sole responsibility of the Salem Woods Homeowners Association, established by instrument dated and recorded with the North Essex District Registry of Deeds at Book Page—_- . _(the"Association").The Association shall collect a monthly fee from all lot owners to pay for plowing and maintenance of the private road. 5. STURMWATER DRAINAGE STRUCTURE MAINTENANCE: The Subdivision shall include its own drainage,water and sewer facilities,all to be approved by the Town of North Andover,The cost of maintenance,repair,or reconstruction of these facilities shall be the responsibility of the Association.The Association shall collect an amount from each lot owner on a monthly basis to cover this cost.The specific requirements and schedule for the annual and post large storm event maintenance of the Stormwater Drainage Structures contained in the Subdivision are fully detailed in the BMP Maintenance Schedule dated August 1,2011. Said Schedule shall be kept at all times with the Association for reference, i Bk 12810 Pg149 #3459 6. GENERAL PROVISIONS: 6.1 All of the foregoing oovenants,conditions,reservations and restrictions shall continue and remain in tb1l Force and effect in perpetuity,as provided heroin. 6.2 The Declarant as long as they own an intent in any lot reserves the right to itself,its agents,employees,contractors,and subcontractors,to enter upon the land covered by these restrictions for the purpose of rxnxying out and completing the development of the subdivision as well as to abate, remove,or eorredt any violations of those restricti6ra,and such entry, abatement or removal shall not be deemed a tvspass,conversion or other actionable wrong. However,the provisions of this paragraph shall not be deeaned to obligate the Declarant to take such action once it has turned . over authority or responsibility for enforcement of these covenants to a successor subdivideldeveloper or to the Association. 6.3 The foregoing covenants,conditions,reservations and restrictions may be amended by an instruction signed by Declarant,and approved by the Town of North Andover Planning Dowd(the"Planning Board")as long as it owns any lots in the subdivision or the expiration of three(3)years from the date hereof,whichever first occurs. Upon sale of its last lot or voluntary or other relinquishment of this right to amend,amendments will then be by vote of no less then two-thirds of the owners of the lots within said subdivision agreeing to change said covenants in whole or in park and approved by the Planning BoW.No amendment to these covenants shall be permitted relative to the Association's responsibility for the Private Road Maintenance mentioned in Paragraph 4 and for the Stormwater Drainage Structure Maintenance described in Paragraph S.Any amendment to those covenants shall be recorded in the Northern Essex District Registry of Deeds. 6.4 Notices provided for in these covenants shall be served by being delivered by hand or mailed to the dwelling on any lot,or to such other address or location as a lot owner may have specified in writing to Declarant or to the Association.Such notice shall be deemed delivered if properly addressed and sent by first class mail. 6.5 Invalidation of any of these covenants by judgment or court order shall in no way affect any of the other provisions which shall remain in full force and effect, 1 Bk 12810 Pg150 #3459 d i 6.6 Failure to Specifically ru&r to and include or incorporate these covamants in deeds to any lot shall not in any manner affect the validity and effectiveness of these restrictions upon any lot made subject to them. 7. ENFORCEMENT: The burden of these restrictions shall run with the land and be enforceable by any present or firture owners of any lot within the subdivision,or by the Association,or by any official.of the Town of North Andover,however,the Town of North Andover shall not be deemed to have any obligation with respect to such enforcement. 7.1 In the event that a violation of any provision of this Declaration comes to the attention of the owner of any lot within the subdivision or the Town of North Andover,the party allegedly causing such violation shall be notified in writing of the nature of such violation,which notice shall he delivered in band or by certified mail,return receipt requested. 7.2 Said party shall have ten(10)days aft=receipt of such notice to undertake appropriate actions including restoration,which are reasonably calculated to swiftly cure the conditions constituting violation. 7.3 If raid party fails to take such curative action,the owner of any lot within the subdivision may undertake any actions that are reasonably necessary to cure the violation,including the tiling of appropriate legal actionato enjoin prohibited conduct;the cost of any curative measure,including reasonable attorney's fees,shall be paid by the violating party. 7.4 The owners of Lots I and I as well as the Town ofNorth Andover may enforce,and if necessary,extend this Declaration of Common Scheme Restrictions in perpetuity in accordance with applicable law. 715 The Declarant agrees,for themselves,and their heirs,successors and assigns and the owners of the 3 Lots in this Subdivision,to executo and record such notices of restriction as are required to extend this Declaration of Common scheme Restrictions in perpetuity in accordance with applicable law. 7.6 The Town of North Andover is hereby declared to be a benefited party to the.holder of this Restriction and shall be entitled to enforce the terms of this Declaration of Common Scheme Restrictions and execute and record such.notices of restrictions as are required to extend the term of these restrictions in perpetuity, I Bk 12810 Pg151 #3459 I I S. MODIPICATION OR TERMINATION OF RESTRICTIONS: This document shall not be modifI4 amended,changed or taminated or waived without the consent of all the lot owners as well as the consent of the planning Board, These covenants were ratified and executed b Dlwlarant,George A.Haseltine,Trustee of the 2009 Salem Street Revocable Trust on this day ofbwiY f1 2009 Sate et Revocable Trust Witness George A.Haseltine,Trustee COMMONWEALTH OF MASSACHUSETTS On this of 20LLbefore me, the undersigned notary public, personally appeared the above named rge A. Hawltine, proved to me through satisfactory evidejuce of identification, which was a MA Driver's License, to be the person whose name is signed on the preceding or attach trot, and acknowled to me that he signed it voluntaril 'ts stated uY ose, Public My ommission Spires: rSk Bk 12810 Pg152 #3459 1 E I HXHIHIT A The property shown on the following Definitive S 'vision flan remded with the North Essex District Regiatry of Deeds as Plan Na. as approved by the Town of North Andover Planning Hoard: Plan.Tided: Salem Woods,A Single Family Subdivision,North Andover, Massachusetts Prep"For: 2009 Sate=Street Realty Trust 66 Gilavast Road Londonderry NH 03053 Prepared By: Merrimack Engineering Scrvim fib Park Street Andover,MA 01810 North Andover MA 01845 Scale: 1"l-40' Dated; July 13,2011,revisions September 14,2011,October 14,2011 Sheets: 1-6 I Bk 3.2810 P0132 10 a #2a DECLARATION OF SALEM WOODS $OMEOWNERS'ASSOCIATION WHERM,George A.Haseltine,Trustee of the 20D9 Salem Street Revocable Trust,with a principal place of business at 66 Cilcreast Road,Londonderry NH(referred to herein and in the By-Laws as the"Declarant"),a Massachusetts Trust,is the record title owner of catain land shown on a plan entitled"Salem Woods A Single Family Subdivision,located in North Andover,Massachusetts,"prepared for George A. Haseltine, as Trustee of the 2009 Salem Street Revocable Trust,66 Gikreast Road, Londonderry NH 01953,and,recorded with the Northern Essex District Registry of Deeds as Plan,No. ,as that Plan may be amended(ref=TW to herein and in the By-Laws as the"Plan"),for Declarant's Title see Deed at book 12548.Page 71, WHEREAS,the Declarant desires to establish a Homeowners' Association and By-Laws all in connection with the said land and the devolopment shown on the Plan. NOW,THEREFORE,the following is hereby declared. l. The Declarant hereby submits to this Declaration the land described on the Plan.. 2. There is hereby established the Salem Woods Homeowners'Association (referred to herein and in the Sy-Laws as the"Association"). The Declarant shall have certain rights to control the Association as provided in the By-Laws refeared to herein, 3. The sole purpose of the Association shall be to: (a) maintain the Drainage System(including without limitation the drainage swales,detention areas,sediment fore bays and infiltration systems and outlet structures located in the subdivision) shown on the Plan on Lots 1,2 and 3,by adhering to the maintenance Criteria below: 1, Detention Basins 1. should be hupeoW at least once per year by a licensed Professional Engineer with expertise in drainage design to ensue the basin is operating as intended. These inspections should be conducted during wet weather to determine if the basin is meeting the targeted detention times; 2. at lust twice during the growing season the upper-stage side slopes,embankment,and 1 1 S i i Bk 12810 Pg133 #3458 f emergency spillway must be mowed,and amumulatted trash and debris removed; 3. sediment must be removed from the basin as necessary,and at least once every ten(10)years. 2. Deep Sump Catch Basins 1, inlets must be cleaned a minimum of four times per year and inspected monthly; 2. all sediments and hydrocarbons must be properly handled and disposed,in accordance with local,state and federal guidelines and regatla dons. 3. Sediment Traps 1. must be cleaned four(4)times per year and inspected monthly 2. all sediments and hydrocarbons must be handled properly and disposed in accordance with local,state and federal guidelines and regulations 4. Street Sweeping 1. streets should be swept twice per year during the , spring and felt to remove sediment debris and trash. S. Stormceptor Maintenance 1. maintained annually, 2. cleaned immediately after a spill by a licensed liquid waste hauler 3. must be fmpected regularly by a licensed Professional Engineer with expertise in drainage design to determine depth of sediment and whether additional maintenance is required (b) By establishing an account as the HOA is directed by the Town Engineer and as approved by the Planning Board for than sole purpose of maintaining.,repairing and/or restoring said detention basin and storm water drainage facility(aka sediment f nx ay,Stormceptor,deep sump catch basins,and sediment traps); (e) to take all actions necessary to effectuate this purpose of this Declaration. 4. Ttae Salem Woods Homeowners Association sha11 require a professional engineer with an expertise in drainage systems to provide an annual report to the Homeowners Association as to the resWts of Cheese inspections. Said Homeowners Association shall forward a copy of said report to the Town of North Andover Department of Public Works widdn 10 clays after its receipt by the Homeowners Association. 2 Bk 12810 Pgg134 #3458 S. The Salem Woods Homeowners'Association and each of the owners of Lots on the Plan(and their heirs,successors and assigns in interest)shaft hold harmless,defend and indemnify the Town of North Andover and its employees and agents from any responsibility,liability and claims arising out of or related to the maintenance and operation of the Drainage System. The Town of North Andover shall at no time have any responsibility or liability for the maintenance and operation of the above referenced drainage systems or facilities. In the event that the Salem Woods Homeowners Association fails to properly maintain the drainage sydteTn and the Town of North Andover is called upon to perform any work in or on the detention basins or drainage swales in order to ensure their proper operations and functioning,the Association and eaclx of the owners of Lots on the Plan(and their heirs,suc ca ors and assigns)shall reimburse the Town for all such expendittues and the Torun shall have the right to use all such legal prbcedures allowed it under law to somwe such reimbursement. The Association and cash of the owners of the lots in the Association(and their heirs,successors and assigns)hereby coneemt to the Town of North Andover having the right,after fourteen days written notice to the Association and each of the tot owners,to place a lien upon their property for all sueh reimburaed expenditures. The Association Board of Directors,or its agent,may execute a certificate as to the status of unreimbursed expenditt m to the Town of North Andover and third parties dealing with said Association shall be able to rely upon,the expceditures to the Town of North Andover for all purposes including conveyancing purposes. There is hereby granted to the Inhabitants of the Town of North Andover,an easement over all ofthe land described on tho plan to maintain and repair the Drainage System if necessary;however,all financial responsibility for any such repairs and mainfance shall be solely that ofthe Association and all Iot owners by virtu of their interest in said Association, 6. As set forth immediately above,the maintenance and upkeep of the Drainage System shall be solely the responsibility of the Association and all lot owners by virtue of their interest.in thei Association,As set forth in Article V, S 2 of the attached By Law,the Declarant has deposited the stem ofDLn the Association's account;this amitdt shall be kept for the sole purpose of maintenance,repair and/or restoration of the Drainage System.The said Article V ofthe By=taws attached hereto also provides for the terms and method of assessments,and the method of drawing on such fiords. No alteration of the Drainage System shall be made without the agress written approval of the North Andover Planning Department and the procurement of applicable permits and approvals for any such alteration. 3 Bk 12810 Pg135 #3458 7. The Declarant reserves the right,but not the obligation,to add any additional land, if the same should become buildable,to this Declaration, at its sole option by recording an Amendment to thia Declaration. It is agreed that no consent of any lot owner will be required for such an amendment. The lots shown on any additional land added hereunder are referred to"additional lots." 8. The Associadon shall,hereby have any and all easements and rights-of- ways necessary to accomplish the purpose as described borein and shown on the Plan,and may hold or convey title to interests in real estate consistent with the purpose of the Association. 9. This Declaration is also for the benefit of the Town of North Andover who acting through its planning Board may enforce the obligations contained herein. This Declaration may not be modified or terminated without the approval of the North Andover Planning Board. 10, The Association shall have the right to make assessments against the Lot Owners,and"Additional Lot Owners"for any costs incurred by the Association in connection with the purpose described above,on a pro rats basis among all of the Lot Owners. In the event that"Additional Lots"are added,there shall be a rocomputation of the assessments so that coats will be allocated to both the Lots and Additional Lots equally. Any oosts or expenses incurred as a result of a Lot Owner's failure to pay assessments shall be assessed only against said Lot and Lot Owner. Any costs or expenses incurred as a result of Lot Owner's or"Additional Lot Owner's"failure to pay assessments shall be assessed only against said Lot or"Additional Lot"and Lot Owner or"Additional Lot Owner." 11. The Association shall establish such By-Laws for the conduct of the affiMm of the Association as the Association shall,from time to time, determine. The initial form ofthe By-Laws are attached hereto and made a part hereof. 12.By January 1,aW and annually by January 1,of each succeeding year,the Association will secure and furnish to the Town of North Andover policies of insurance or original certificates of insurance evidencing the Mowing coverages and limits: Commercial General Liability Im wonce including accepted contrachW liability endorsements,as well as a waiver of subrogation in favor of the Town of North Andover. This insurance will be for limits of at least $1,000,000.00 each occurrence,for bodily injury and property damage with a$2,000,000.00 annual aggregate. The Town of North Andover shall be listed as an additiorW insured on all such coverage as its interests may appear through the indemnification clause in item number 5 above. a 4 Bk 12810 Pg136 03458 Cancellation of such coverage to be glvw to the Town of North Andover with a 30 day advanced notice. If the Association shall have an employee,Worker's Compensation and Occupational Diocese Insurance in full compliance with federal and state laws and covering all the Association's employees engaged in,the performance of any work for it. If the Amciation shall have any employees,Employers Liability Insurance covering injury or death to any employee which may be outside the scope of Workers oompensation and Occupational.Disease statute,in the muiimum limits of$500,000.00 each accident,$500,000A0 each disease and with a$500,00000 policy limit. If the Association shall own an automobile,Comprehensive Liability Insurance(Automobile Type)insuring owned non-owned and hired self propelled vehicles of the type for use on and off the Salem Woods subdivision land,such policy to ensure loading and unloading hazards with limits of liability of at least$1,000.00 Combined Single Limit, for Bodily Injury and damage to property. IN WITNESS WHEREOF,George A.Haseltine,.Tnateo of the 2009 Salem Street Revocable Trust has ha nto to set his band and seal this_2_day of Goa 2009 Salem S ble Trust By: oorge A.Haseltins,Trustee COMMONWEALTH OF MASSACHUSETTS ESSEX,as. Then personally appeared the abo named George A.Haseltine,Trustee of the 2009 Salem Street Revocable T roved to me through satisfactory evidence of identification,which was aphotographic identification with signature Issued by a federal or state governmental agency,❑oath or affirmation of a credible witness,El personal knowledge of the undersigned to be the person whose name is ai ed preceding or attached document,and acknowledged to rn at es it v r its stated purpose and that he had the authority o ci in that capacity. rR.. �/ ■• My Commission Expire; � 1 ✓�i r Bk 12810 Pg137 #3458 3 BY-LAWS OF THE SALIENT WOODS HOMEOWNERS' ASSOCIATION ARTICLE I GE2TRP i0 S 1. PURPOSE: The administration of the Salem Woods Homeowner's Association shall be governed by these By-Laws which are annexed to the Declaratiob of Salem Woods Homeowner's Association and made a part thereof,and all per rot and future owners of any lots within the subdivision("Lot Owners")shall be subject to these By-Laws,as well as to the Declaration and the Mules pmulgated hereunder. 2. BY-LAWS APPLICABILXTY: The provisions of these By-Laws are applicable to the land described herein,and shall be binding on all Lot Owners and future Lot Owners. The stance of a deed of conveyance of a Lot shall constitute an acknowledgment that such Trot Owner or futum Lot Owner bas accepW and ratified the Declaration,these By-Laws and any Rules promulgated hereunder,and will comply with them. 3, OFFICE: The office of the Association and of the Board of Directors shall be located at the subdivision or at such other place as may be designated from time to time by the Board of Directors. ARTICLE H LOT OWNERS'Ate, IATION 1. COMPOSITION: All of the Lot Owners shall constitute the"Association"which shall have the responsibility of administering the Declaration,establishing the means and methods of collecting assessments,and performing all of the acts that may he required to be performed by the Association. The administration of the Declaration shall be performed by the Board of Directors(as more particularly set forth in Article III). I Bk 12810 Pg138 #3458 2. VOTING: Each Lot shall be entitled to one note in the Association. Since a Lot Owner may be more than one person,if only one person is present at a meeting of the Association,that person shall be entitled to cast the vote appertaining to that W. But ifm.ore than one ofthe persons is present, the vote appertaining to that Lot shall be cast only in accordance with the agreement of a m4jority of there, and such consent shall be conclusively presumed if any one of than purports to cast the vote appertaining to that Lot without protests being made forthwith by the others to the person presiding over the meeting. As applied to a person which is not it natural person,the word"person"shall be deemed for the purposes of this section to include,without limitation,any one natural person having authority to execute deeds on behalf of such person which is not a natural person and which is,either alone or in conjunction with another person or persons,a Lot Owner. Except where a greater number is required by the Declaration or these By-Laws,a simple majority of votes of the Lot Owners present and in good standing and entitled vote shall be decisive. While the Declarant owns a Lot or Lots in the subdivision,the Declarant shall be the Association and may take all actions as if the Declarant owned all of the Lots,as set forth in Article H,4,below. 3. PLACE OF MEETING: Meetings of the Association shall be hcld at the subdivision or at such other suitable place as may be designated by the Hoard of Directors and stated in the notice of the meeting. 4. DECLARANT SHALL BE THE ASSOCIATION UNTIL CONVEYANCE OF ALL LOTS: Until the Declarant has conveyed out all Lots in the subdivision,the Declarant shall be the Association and may take all actions as if the Declarant owned all of the Lots. Within six(6)months after the convoyance of all of the Lots within the subdivision,the Declarant shall call the first meeting of the Association for the purpose of election of the Board of Diroctors. Thereafter,each annual meeting shall be hold within three(3)months of the anniversary date of the first annual meeting. The Board of Directors shall consist of three(3)members,each of whom shall serve one(1)years terms. The Board of Directors shall be elected by vote of the lot owners. 5. SPFcIAL MEETINGS: it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of the Board of Directors or upon a petition signed and promtod to the Cle;k by Lot Owners having not less Bk 12810 Pg139 #3458 I E than fifty(50)percent of the votes of all owners. The notice of any special meeting shall set forth the purpose thereof and business shall be transacted at a special meeting as stated in the notice. b. NOTICE OF MEETING: It shall be the duty of the Clerk to mail,by United States mail,return receipt requested,a notice of each annual meeting or special meeting,at { least twenty-one(21)days in advance of such meeting,stating the purpose thereof,as well as the time and place where it is to be held,to each Lot Owner of record,at the address of their respective Lots and at such other address as each Lot Owner may have designated by notice in writing to the Secretary;provided,however,such notice may be hand dcHveread by the Secretary or manager,if the Secretary or Manager obtains a receipt of acceptance of such notice from the Lot Owner. 7. VOTING REQUIREMENTS: A Lot Owner shall be doomed to be in good standing and entitled to vote at any annual meeting or at any special meeting of the Association if,and only if,he shall have My paid all assessments made or levied and due against him or his Lot by the Board of Directors as hereinafter provided, together with all interest,costs,attorney's fees,penalties and other expenses,if any properly chargeable to him and against his Lot,at least three(3)days prior to the date fixed for such annual or special meeting. 8. PROXIES: The vote appertaining to any Lot may be oast pursuant to a proxy executed by or on behalf of the Lot Owner or,where the Lot Owner is more than one person,by or on behalf of all such persons. 9. QUORUM: A quorum shall be deemed to be present throughout any moeOng of the Lot Owners,until adjourned,if persons entitled to cast more than thirty- three and ono-third(33 I/3%)percent of the total votes are present at the beginning of such meeting. 10. ORDER OF BUSINESS: The order of business.at all meetings of the Association maybe as follows: (a)roll call;(b)recitation of proof of notice of meeting;(c) reading of minutes of preceding meeting;(d)reports of officers;(e)report of Board of Directors;(1)reports of committees;(S)election of directors, i Bk 12810 Pg140 #3458 if applicable;(h)unfinished business;and(i)new business,any of which may be waived. 1 I, CONDUCT OF MEETINO: The President,or his desipated alternative,shall preside over all meetings of the Association and the,Secretary shall keep the minutes of the mwft and shall record all transactions occurring and all resolutions adopted at the mating. ARTi[CLE� MAN OF RMCTORS 1, POWERS AND DUTIES: The affairs and business of the Association shall be managed by a Board of Directors(sometimes hereinafter referrer to as the"Board')which shall have all of the powers and duties necessary for the administration of the affairs of the,Association,and of all such acts and things as are specified in the Declaration. The Board of Directors shall have the power,from time to time,to adopt any Rules domed necessary for the enforcement of the Declaration. The Board of Directors may delegate to one of its members the authority to act on behalf of the Board of Directors on all matters which might arise between meetings of the Board of Directors. In addition to tho general duties imposed by these By-Laws,the Board of Directors shall have the power to,and be responsible for,the following: (a) preparation of an annual budget,in which there may be established the assessment of each Lot Owner, (b) making assessments against Lot Owners to defray the common expenses, establishing the means and methods of collecting such assessments, depositing the proceeds thereof in a bank depository which the Board shall approve,and using the proceeds to carry out the purpose of the Declaration. Unless otherwise determined by the Board of Directors,the annual assessments against each Lot Owner for their proportionate share of the common expenses shall be payable in equal monthly installments to be due and payable in advance of the first day of each month for said month. The tmn common expenses,shall include,but not be limited to the following- (i) all costs incurred in performing the maintenance in Section 3 of the Declaration;and (ii) any other actions authorized or taken pursuant to the Declaration or these By-Laws Bk 12810 Pg141 #3458 (a) The Board shall establish a separate account for the sole purpose of the maintcn=M repair, and/or restoration of the detention basin and storm water drainage facility a/k/a sediment fombay located on Lots 1,2 and 3. The assessments against each Lot Owner for their share of this fund shall be assessed pursuant to the terms of paragraph"b"above. (d) designating,hiring and dismissing the personnel necessary for the maintenance of the Drainage Facility,and whore appropriate,providing compensation of such personnel and for the purchase or use of equipment, suppliers and material to be used by such personnel in the perforrnanoa of their duties,which supplies and equipment,if purchased,shall be deemed the common property of the owners: (e) making and amending Rules respecting the provisions of the Declaration, these By-Laws and such Rules promulgated hereunder, and bringing any legal process which may be authorized and instituted on behalf of the owners; (f) maintaining the books of account showing the receipt and expenditures of the Association. The said boobs shall be available for examination by the Lot Owners,their duly authorized agents or attorney,during general business hours on business days;and (g) to do such other things and acts not inoonsistent with the Declaration which it may be authorized to do by a resolution of the Association. ARTICLE IV QMCFM 1. DESIGNATION. The principal officers of the Association shall be a President,a Secretary- Clerk and a Treasurer,all of whom shall be elected by the Board. The Board may appoint assistants or such other officers as in its judgment may be necessary. With the exception of the President,no officer need be a member of the Board. The offices of the Treasurer and Secretary-Clerk may be held by the same person, 2. ELECTION OF OFFICERS: The officers of the Association shall be elected annually by the Board of the organization meeting of each new Board,and shall hold ol"nue at the pleasure of the Board. Any vaoancy in an office shall be filled by the Board at a regular meeting or a special meeting called for such purpose. 10 i i i Bk 12810 Pg142 #3458 3 I 3. REMOVAL OF OFFICERS: The officers shall hold office until their respective successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole board,and his successor may be elected at any regular meeting of the Hoard,or at any special meeting of the Board called for such purposes. 4. PRESIDENT: The President shall be the chief executive officer,he or his designate alternate,shall preside at meetings of the Association and if present at meetings of the Board of Directors,and shall be an ex offeio membar of all committees;he shall have general and active rawageanent of the business ofthe Association and shall see that all order and resolutions of the Board art carried into effect. He shall have all of the general powers and duties which are usually vested in or incident to the office of the President of a stock corporation organized under the laws of the Commonwealth of Massachusetts. SECRETARY: The Secretary-Clerk,or his designated alternate,,shall attend all meetings of the Board of Directors and all meetings of the Association,shall record the minutes of all proceedings in the Record Book of the Association shall perform like duties for committees when required. The Secretary shall keep the record book current and in his custody. He shall give,or cause to be given,notice of all meetings of the Amciation the Board and committees and shall perform such other duties as may be prescribed by the Board or President. The Secretary shall compile and keep current at the principal office of the Association a complete list of the owners and their last known post office address. This list shall be open to inspection by all Lot Owners and other persons lawfully entitled to inspect the same at reasonable hours during regular business days. 6. TREASURER: The Treasurer shall have the custody of all fiends and securities that are not under the control of the Manager,and with the assistance of the Manager, "I keep full and accurate records of receipts and disbursoments,shall prepare all required financial data,and shall deposit all monies and other valuable personal property in such depositories as may be designated by the Board,where possible,taking proper vouchers for such disbursements,and shall render to the President and Directors,at the regular meeting of the Board,or whenever they may require it,an I Bk 12810 Pg143 #3458 i account of all his transactions as Treasurer and of the financial conditions of the Association, 7. AGREEMENTS,CONTRACTS,DEEDS,CHECK,ETC: All dents,contracts,doods, leases,checks,and other instruments of the Association for expenditures or obligations may be executed b an P� g Y Y Y officer of the Association or by such other person or persons as may be designated by the Board of Directors. E S. COMPENSATION OF OFFICERS: No officer shall receive:any compensation from the Association for acting as such. ARTiUE V QEjUT10N 1. DETERMINATION OF COMMON EXPENSES AND ASSESSMENTS AGAINST OWNERS: (a) Fiscal Year. The fiscal year of the Association shall be the twelve month period commencing on January 1"c of each year and terminating on December 31'. The fiscal year herein established shall be subject to change by the Board of Directors. (b} Preparation and Approval of Budget. Each year the Board of Directors shall adopt a budget for the Association containing an estimate of the total amount which it considers necessary to pay the costs of maintenance of the Drainage Facilities. Such budget shall also include such reasonable reserves the Board of Directors considers necessary to provide gcaeral operating reserves and reserves for contingeenciea and replacements. The Board of Directors shall make reasonable efforts to send to each Lot Owner a copy of the;budget, in a reasonably itemized form which sets forth the amount of the common expenses payable by each Lot Owner,at least fifteen(15)days in advance of the fiscal year to which the budget applies. 2. Declarant has deposited the sum of$ 1 in the Association's account. All Owners shall be obligated to pay the common expenses assessed by the Board of Directors pursuant to the provisions of the Declaration and these bylaws. The Association account shall be maintained with it minimurn balance of not less than$ 209-- at all times.No Lot Owner may exempt himself ftm liability for his contribution of the Maintenance Responsibility by abandonment of his Lot.No Lot Owner shall be liable for the payment of any part of the common expenses assessed against his �2 Bk 12814 Pg144 #3458 � Lot subsequent to a We,transfer or other conveyance by him of such Lot. The purchaser of a Lot or sucoemr,owner by virtue of such transfer or other conveyance shall be jointly and severally liable with the selling owner for all unpaid assessments against the Lot expenses up to the time of conveyance,without prejudice to the purchasers' right to recover from the selling owner the amounts paid by the purchaser therefore;provided however,that any such selling owner or purchaser shall be enlitled to a recordable statement from the Board setting forth the amount of unpaid assessments against the trot conveyed,subject to a lieu for any tug azid assessments in excess of the amount therein set forth;failure to furnish or make available such statement within twenty one(21)days fiom receipt of such request shall extinguish the lien for any unpaid assessments.Payment of fee of ton($10.00)dollars shall be required as a prerequisite for issuance of such statement. If a mortgagee of a first mortgage of record or purchaser of a Lot obtains title to the Lot as a result of foreclosure of first mortgage, or through the enforcement of any other rcanedies provided for in the mortgage,or by virtue of successors and assigns shall not be subject to a lien for the payment of common expenses assessed prior to a lien for the payment of common experum assessed prior to the acquisition of title to such Lot by such mortgagee or purchaser pursuant to the aforesaid comedies.Such unpaid share of common expenses assessed prior to the acquisition of title to such Lot by such mortgageo or purchaser pursuant to the aforesaid remedies shall be collectible from all owners,including,the purchaser or first mortgagee,in proportion to their respective votes in the Association. ARTICLE VI RIGHT S RESERVED.TD TU DECLARANT l, The Declarant intends and reserves the right,but not the obligation,to add "Additional Lots"to this Declaration. Said right is transferable to the heirs,successors and assigns of the grantor and shall survive the transfer of any and all of the existing lots. MUCLE VU AMENDMENT TO By-LAWS 1. AMENDMENTS: The Declaration and these By-Laws may be modified or amended either (a)by vote of at least seventy-five(751/16)percent of the Lot Owners cast in person or by proxy at a meeting duly held in accordance with the provisions hereof,provided that notice of the proposed amendment shall have been given each Lot Owner simultaneously with the notice of such meeting;or(b)pursuant to a written instrument duty executed by at least �2 Bk 12810 Pg145 #3458 I seventy-five(75%)percent of the Owners;provided,however,that Until the control of the Association has been tamed over to the lot Owners, as provided in Article 11,4,the Declarant shall have tlts sole night to make such amendments. Notwithstanding the foregoing, no amendment or modification shall compromise the proper operation of the drainage system or any requirement regarding inspections and certifications. No modification or amendment shall be made to the provisions of the Declaration of Salon Woods Homeowner's Association without prior approval of the North Andover Planning Board. ARTICLE VIII RE50LMON OF DISPUTES 1. Right to Arbitration, In the event of any dispute(I)between the trustees,or(ii) between the Lot Owners,or(iii)between the Lot Owners and the trustees(each a 'DispWnng Party"),as to any matter involving this Trust,and where such dispute shall not have been resolved within fourteen days air notice thereof,then any of the Disputing Parties shall submit the mutter to arbitration. 2. Selection of Arbitrators:The party desiring arbitration shall notify the other party of his/her intention in writing and shall name one(1)arbitrator. The other party WWI respond in writing within fourteen(14)days with the name of a seoond arbitrator.The two arbitrators shall then select a third arbitrator. 3. Arbitration Procedure: It shall be the duty of the tines arbitrators so selected to settle the dispute brought before them.If any arbitrator refuses to appear at any meeting appointed by the arbitrators,a majority of two may act without the absent arbitrator.The decision of the arbitrators shall be binding and acted upon without unreasonable delay.Any arbitration Conducted under the provisions of this Section shall follow the rules and procedures of the American Arbitration Association.The cost of such arbitration shall be shared equally by both parties. IN WrI14ESS WHEREOF,the Declarant has caused these By-Laws to be executed this day of 20L? 2009 Salem Street Revocable Trust By: - �'George A.Haseltine,Trustee A Bk 12810 Pg146 #3458 COMMONWEALTH OF MASSACHUSETTS ESSEX,ss, Then penally appeared the abovo-named George A.Haaolti m Tnaatee of the 2009 Salem Street Revocable That,proved to me through satisfMory evidence of identification,which was photographic identification with signature issued by a federal or state govcnmaental agency,❑oath or affirmation of a credible witness,�] personal knowledge of the undersigned to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purpose and that he A a authority of a cl as to si in t Capacity. (Otto M ,..... Commission Exp ; 0/7 THa� EE I SALEM WOODS HOMEOWNERS ASSOCIATION BY LAWS TABLE OF CONTENTS ARTICLE I INTRODUCTORY PROVISIONS.............................................................3 1. Definitions:..................................................................................3 2. Conflicts.....................................................................................4 ARTICLE II ASSOCIATION OF LOT OWNERS..........................................................4 1. Membership................................................................................4 2. Voting.......................................................................................5 3. Proxies.......................................................................................5 4. Quorum.....................................................................................6 5. Majority Vote..............................................................................6 6. Place of Meetings.........................................................................6 7. Annual Meetings..........................................................................6 8. Regular Meetings.........................................................................6 9. Special Meetings...........................................................................6 10. Notice of Meeting and Other Notices.................................................6 11. Adjournment of Meetings...............................................................7 12. Order of Business........................................................................7 ARTICLE III POWERS...........................................................................................7 1. Powers and Duties.......................................................................7 1 I I j I 1 2. Managing Agent.......................................................................9 ARTICLE IV BOARD OF DIRECTORS AND OFFICERS...........................................9 1. Designation............................................................................9 2. Board of Directors...................................................................9 3. Selection and Removal..............................................................9 4. Powers.................................................................................9 5. Execution of Instruments..........................................................10 ARTICLE V INTERIM MANAGEMENT BY DECLARANT......................................10 ARTICLE VI COMMON EXPENSES.....................................................................10 1. Common Expenses..................................................................10 2. Expenses for Items of Common Responsibility................................11 3. Books...................................................................................11 4. Enforcement...........................................................................11 5. Assessments...........................................................................12 ARTICLE VII GENERAL PROVISIONS..................................................................12 1. Abatement of Violations............................................................12 2. Waiver.................................................................................13 3. Notices.................................................................................13 4. Amendment...........................................................................13 5. Notices to Prospective Purchasers of Lots......................................13 2 SALEM WOODS HOMEOWNERS ASSOCIATION BY-LAWS THESE By-Laws dated this day of , 2011, are executed by George A. Haseltine, Trustee of the 2009 Salem Street Revocable Trust, having a principal place of business at 66 Gilereast Road, Londonderry NH (hereinafter called the "Developer"), which is the "Declarant" under the Declaration of Covenants, Conditions, and Restrictions for Salem Woods,North Andover, Massachusetts, of even date herewith and to be recorded simultaneously herewith in the Northern Essex District Registry of Deeds (hereinafter called the "Declaration"). These By- Laws shall apply to the Salem Woods Subdivision as described and created by the Declaration and to all present and future owners, tenants and occupants of any lots in the subdivision and to all other persons who shall at any time use the subdivision or any portion thereof. The mere acquisition or rental of any lot or the mere act of occupancy of any lot will signify that these By- Laws are accepted, ratified, and will be complied with. These By-Laws shall run with the land and with each unit comprising the subdivision and shall be binding thereon. ARTICLE I INTRODUCTORY PROVISIONS I. Definitions, The terins used herein shall have the same meaning as given to them in the Massachusetts General Laws, except as expressly otherwise provided herein, or the application of such meaning would be contrary to the clear intent of the statement. The term "subdivision" shall include all lots, open area, internal roadways and associated drainage easements, including all improvements and all easements, rights and appurtenances belonging thereto and all other property intended for use in connection therewith. 3 The term "rules and regulations" refers to the rules and regulations for the conduct of the occupants of the subdivision, adopted by the Association as hereafter provided. The term "owner" means a person owning severally or as a cotenant a lot and the common interest appurtenant thereto, if any. 2. Conflicts. These By-Laws are intended to comply with the requirements of Massachusetts General Laws and the Declaration. if there is an inadvertent conflict between the provisions of these By-laws and the Declaration, the provisions of the Declaration shall control. ARTICLE II ASSOCIATION OF LOT OWNERS 1. Membership, The government of the subdivision shall be vested in its Association. All owners of lots in the subdivision shall constitute the Association. The owner of any lot upon acquiring title thereto shall automatically become a member of the Association and shall remain a member thereof until such time as his or her ownership of the lot ceases for any reason. The Association will beep an accurate and current list of Association members and their current addresses, and said list will be maintained at a place designed by the Association. The Association may (though it is in no way a requirement of the Declaration or these By-Laws) be incorporated as a Massachusetts nonprofit corporation and these By- Laws shall serve as the By-Laws of said corporation. 2. Voting. Each lot shall be entitled to one vote. Votes may be cast in person or by proxy by the respective lot owners. if any vote is to be cast by an executor, administrator, guardian or 4 trustee for a lot owner, there shall be filed with the Chairman of the meeting prior to the taping of said vote satisfactory evidence that the person seeking to cast the vote is the record owner of the lot or is otherwise duly authorized. If a lot owner is more than one person, the vote may be cast by any one of them present or represented by proxy at the meeting in the absence of protest (which is made at-the time of or prior to the vote being cast) by the other or others. If a lot owner is a corporation or an entity other than a natural person, the vote for that lot may be cast by any natural person having authority to execute deeds on behalf of the lot owner, and in the absence of protest by any other person, said authority may be presumed by the secretary or chairman of the meeting at which the vote will be cast. 3. Proxies. A proxy in each case will be subject to the following requirements: A. It must be dated; B. The signature of the person granting the proxy must be acknowledged before a Notary Public or Justice of the Peace; C. It will terminate automatically upon the final adjouri-mient of the first meeting held on or after the date of the proxy, which meeting, however, may be adjourned from one day to another without invalidating such a proxy; D, It will not be revocable except by actual notice of revocation to the person presiding over the meeting. 4. Quorum. The presence in person or by proxy (at the commencement of any meeting of the Association of Lot Owners) of Three (3) of the lot owners shall constitute a quorum at 5 all meetings of the lot owners. In determining a quorum, the terns "all lot owners" in this paragraph will not include lots the title of which is held by the Association, 5. Majority Vote. The concurring vote of the majority of those attending a duly called meeting of the Association, at which a quorum is present, small be carried. Amendments to the Declaration and Bylaws require a majority vote as stated in Article 12.3 of the Declaration. 6. Place of Meetings. The meetings of the Association shall be held at such suitable place convenient to the lot owners as may be designated by any Officer of the Association. 7. Annual Meetings. The first annual meeting of the Association will be held within one (1) year of the formation of the Association, Thereafter, the annual meetings of the Association will be held on the third Saturday of June of each year, of on such other date. as may be set by the Association, At each annual meeting the Association Officers will be elected. S. Regular Meetings. In addition to the annual meetings, the Officers may by resolution establish regular meetings of the Association at regular intervals more frequently than annually, 9. Special Meetings. Special meetings of the Association may be held at any time upon the call of any Officer. 10. Notice of Meetings and Other Notices, The President of Treasurer of the Association will give written notice of all meetings of the Association, by United States Mail (Return Receipt Requested) to all lot owners of record at the address of their respective lots or to such other addresses as any of them may have designated in writing to the President or Treasurer. In the case of each annual meeting or other regularly scheduled meeting, said notice shall be mailed at least twenty-one (21) days prior to the meeting. In the case of any special meeting, said notice 6 i i shall be mailed not less than seven (7) days prior to the meeting. Each notice will set forth the time, place and purpose of the meeting. Upon notice being given in accordance with the provisions hereof, the failure of any owner of a lot to receive actual notice of any meeting shall not in any way invalidate the meeting or proceedings thereof. Any lot owner may waive any notice as to him or her. 11. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum has not attended, a majority of the votes of the lot owners who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than forty- eight (48) hours from the time the original meeting was called, 12. Order of Business. The order of business at all meetings of the Association shall be as follows: A. Roll Call; B. Notice of nrceting; C. Reading of minutes of preceding meeting; D. Reports of Officers; E. Reports of committees; F. Election of Officers (when so requires); G. Unfinished business; H. New business. ARTICLE III POWERS 1. Powers and Duties. The Association will have all of the powers and duties necessary for the administration of the affairs of the Subdivision, Said powers and duties shall include, but not be limited to, the following: 7 A. Responsibility for the maintenance and repair of the Stormwater Drainage Facilities, as described in the Declaration; B. Responsibility for the maintenance, repair, restoration and operation of the Private Road, including, but not limited to the following: keeping the roadway open to vehicular traffic 12 months a year and procuring and maintaining insurance for liability to the Association for issues that may give rise to the Association for usual and customary use of the private road. C. The assessment and collection of the common expenses from the lot owners, and the enforcement of liens to secure unpaid assessments; D. To enforce provisions of the Declaration and, upon the Declarant's turn over of its powers to the Association, by the Association; E. The adoption and amendment of rules and regulations covering the details of the maintenance and repair of the Stormwater Drainage Facilities and of the maintenance and repair, insurance, restoration and use of the Private Road. F. Opening of bank accounts on behalf of the Association and designating the signatures required thereof; G. Obtaining and administering insurance for the subdivision as the Board of the Association may deem prudent or necessary; H. Procuring legal and accounting services necessary or proper in the operation of the subdivision or the enforcement of these By-Laws; I. The assessment of costs or damages against any lot owner whose actions have proximately caused damages to the Private Road/and/or the Stormwater Drainage Facilities; J. All other powers granted by the Declaration or these By-Laws, permitted by law or enjoyed by the associations of this kind. 8 2. Managing Agent. The Association may, in its discretion, employ, as a common expense of the subdivision, a managing agent to assist it in managing the affairs of the subdivision. The Association can delegate to said agent the authority to perform any of the functions or exercise any of the powers set forth in subparagraphs A through I in the preceding paragraph 1. The Association in its discretion may limit any of the powers granted to the managing agent or grant additional powers to the managing agent to the extent permitted by law. ARTICLE IV BOARD OF DIRECTORS AND OFFICERS I. Designation. The principal Officers of the Association will be at a minimum a President and Treasurer, who shall be elected by the Association and also shall not be owners of the same lots. The Association may appoint any other Officer or Officers which in its judgment shall deem necessary or desirable who shall be lot owners. 2. Board of Directors. The members may vote to establish a Board of Directors which shall consist of the President, Treasurer and one other lot owner. All of the members of the Board of Directors shall represent different lots. 3. ,Selection and Removal. Each Officer (and Director if so voted) will be appointed by the Association to serve at the pleasure of the Association, and may be removed at any time by the Association,with or without cause. 4. Powers. The President shall serve as the chief executive Officer of the Association and shall preside at all meetings of the Association. The Treasurer shall maintain and keep the financial books and records of accounts of the Association, prepare regular reports thereof, be responsible for the deposit and custody of the Association's funds and securities, keep the 9 I f minutes of the Association and will give all notices of all meetings as provided by these By- Laws. Notwithstanding the foregoing, the Association may, in its discretion, delegate powers to, or limit the powers of, any of the Officers. The Board of Directors shall be delegated those powers deemed appropriate by the Association from time to time, provided such delegation does not conflict with the provisions of Massachusetts law or the Declaration or Bylaws. 5, Execution of Instruments. All checks, drafts, notes, deeds, acceptances, conveyances, contracts or other instruments shall be signed on behalf of the Association by such person or persons as shall be provided by general or special resolution of the Association or, in the absence of any such resolution applicable to such instalment, by the President and by the Treasurer. ARTICLE 'V INTERIM MANAGEMENT BY DECLARANT From and after the date of the recording of these By-Laws, the Declarant will exercise all powers and responsibilities assigned by these By-Laws and the Declaration to the Association and the Officers until such time as it turns over said powers and responsibilities to the Lot Owners. Said transfer of said powers and responsibilities shall occur upon the date the Declarant no longer owns any lot in the subdivision or earlier if Declarant indicates in a notarized writing to the Association with copies to all lot owners. No contract binding the Association, or the lot owners as a group, which shall have been entered into during the period of Declarant's control as described in this Article shall be binding after the termination of the Declarant's control unless ratified or renewed with the consent or affirmative vote of lot owners of a majority of the residential lots in the Subdivision. 10 E {i 1 ARTICLE VI COMMON EXPENSES 1. Common Expenses. The Owner of each lot shall be liable for and shall on a monthly basis pay its equal share of common expenses. Each payment shall be due on the first day of each month and shall be hand delivered or mailed to the Association at its known address or to the Declarant at its address listed above, until the last lot has been conveyed out by the Declarant. Common expenses will include all charges, costs and expenses of every kind incurred by or on behalf of the Association for and in connection with the maintenance, repair and reconstruction as necessary of the Stormwater Drainage Facilities and Private Road established by the Developer and Declarant in the Declaration. The Association shall keep and supply upon demand a budget for monthly expenses as well as a reserve. 2. Expenses for Items of Connnon Responsibility. Any expense exceeding what is collected in the monthly budget that is incurred by the Association for the maintenance, repair or replacement of an Item of Common Responsibility, such as landscaping, shared driveways, shared private roadways, Stormwater drainage facilities, shall be charged to a Lot Owner as a limited special assessment. 3. Books. The Association will maintain books of account for common expenses, general operating reserves and replacement reserves, in accordance with generally recognized accounting practices. The Association will not less frequently than annually render or cause to be rendered a statement to each owner of all receipts and disbursements during the preceding year and the balances of the various accounts. The current copies of the Declaration, By-Laws and other rules concerning the project, as well as books, records and financial statements shall be available for inspection by lot owners or by holders, insurers and guarantors of first mortgages that are secured by lots in the project. These documents shall be available during normal business hours. 11 i 4. Enforcement. The Association shall have a lien on every lot for unpaid assessments of common expenses levied against the lot, which may be applicable to said lot. Each periodic assessment and each special assessment shall be separate, distinct and personal debts and obligations of the Lot Owner against whom the same are assessed. If a lot owner shall fail to pay his assessment within thirty 130) days of the due date, then all delinquent assessments shall bear interest at the rate of one and one-half percent (1-1/2%) per month from the assessment due date. 5. Assessments. The Association shall determine the amounts of assessments for common expenses. In determining the amount, the Association shall in its discretion set a figure for a reasonable prospective period (up to one year) sufficient to accumulate and pay when due the anticipated common expenses for that period. If at the end of any assessment period it is determined that the assessments were estimated too low, the deficiency may be forthwith assessed by the Association and paid by the lot owners as a special assessment or assessments. ARTICLE VII GENERAL PROVISIONS 1. Abatement of Violations. The violation of any rule or regulation adopted by the Association, the breach of any By-Law contained herein, or the breach of any provision in the Declaration shall give the Association the right, in addition to any other rights set forth in these By-Laws or in the Declaration; A. To enter the lot on which, or as to which, the violation or breach exists and to summarily abate and remove, at the expense of the defaulting lot owner, any structure, 12 I i thing or condition that may exist therein contrary to the intent and meaning of the provisions hereof, and the Association and its agents (including but not limited to the Officers of the Association and the managing agent, if any) shall not thereby be deemed guilty in any manner of trespass; B. To enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach and all costs thereof, including attorneys' fees, shall be borne by the defaulting lot owner, 2. Waiver. The failure of the Association to insist in any one or more instances upon strict performance of or compliance with any of the covenants of the owner hereunder, or to exercise any right or option herein contained or to serve any notice, or to institute any action or summary proceeding, shall not be construed as a waiver or a relinquishment for the future, of such covenant or option or right, but such covenant or option or right shall continue and remain in full force and effect. 3. Notices. All notices to lot owners shall be deemed given if hand delivered or sent by Registered or Certified Mail, Return Receipt Requested, to the owner, addressed to the owner's address appearing on the records of the Association. Any notice given of mailed to one co- owner shall be presumed to have been properly given to any other co-owner, regardless of whether a separate notice was given or sent to said other co-owner. 4. Amendment. These By-laws may be amended in the same fashion as the Declaration, the provisions for which are contained within the Declaration at Article 12.3. 5. Notices to Prospective Purchasers of Lots. In the event of any resale of a residential lot or any interest therein by any person (other than the Declarant or his successors in interest) the prospective lot owner shall have the right to obtain from the Association, prior to the contract 13 1 d date of the disposition,the following; A. A statement of any maintenance expenditures anticipated by the Association within the current or succeeding two fiscal years; B. A statement of the status and amount of any reserve for the maintenance fiend, and any portion of such fund earmarked for any specified project by the Association; C. A copy of the income statement and balance sheet of the Association for the last fiscal year for which such statement is available; D. A statement of the status of any pending suits or judgments in which the Association is a defendant; E. A statement setting forth what insurance coverage is provided for all lot owners by the Association, if any, and what additional coverage would normally be secured by each individual Lot Owner; F. A statement that any improvements or alterations made to the lot by the prior lot owner are not known to be in violation of the subdivision instruments. The president of the Association or any other Officer of the Association shall furnish such statements upon written request of any prospective lot owner within ten (10) days of the receipt of such request. Said statement once issued shall be binding upon the Association, and every other lot owner. 14 The Association may establish a fee to be charged to the lot owner in consideration of issuing said statement, which fee shall not exceed $10.00 for each request, unless a higher amount is permitted by law. Executed as of the day and year first above written, 15