By-Laws

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By-Laws
of
BRIAR MILLS SOUTH ASSOCIATION

ARTICLE I
APPLICABILITY, MEMBERS, MEMBERSHIP AND DEFINITIONS

Section 1
These By-Laws shall be applicable to Briar Mills Village South Association, a non-profit corporation of the State of New Jersey, hereinafter referred to as the "Association," to all of the members thereof, as hereinafter defined, to the community and recreational facilities owned by the Association and to Briar Mills Village South, a Condominium, which is hereinafter referred to as the "Condominium."

Section 2
All present and future owners, tenants, future tenants, their guests, licensees, servants, agents, employees, and any other person or persons that shall be permitted to use the facilities of the Association or of the Condominium shall be subject to these By-Laws and to the rules and regulations issued by the Association to govern the conduct of its members . Acquisition, rental, or occupancy of any of the family units in the Condominium shall be conclusively deemed to mean that the said owner, tenant, or occupant has accepted and ratified these By-Laws and the rules and regulations of the Association and will comply with them.

Section 3
Unless it is plainly evident from the context that a different meaning is intended, as used throughout these By-Laws :

(a) "Member" means the owner or co-owners of a family unit in the Condominium, their heirs, executors, and assigns.

(b) "Council of Members" means all of the owners or co-owners of family units in the Condominium collectively.

(c) "Majority of Members" means the co-owners with 50% or more of the basic value of the Condominium collectively.

Section 4
Except as otherwise provided and for the purposed expressed in Articles hereof, membership in the Association shall be limited to the owners or co-owners of family units in the Condominiums provided, that whenever title to a family unit is vested in two or more persons, such co-owners shall be entitled to only the total number of votes for their particular family unit as designated on the membership card.

In the event that a member shall lease or permit another to occupy his family unit, the tenant or occupant shall be permitted to enjoy the recreational and community facilities of the Association, but shall not vote on the affairs of the Association except as the member shall permit the tenant or occupant to exercise the proxy vote of the member. The community and recreational facilities of the Association shall be limited to the occupants of the family units and their guests.

In the event that a member shall mortgage his family unit, the lien of the mortgage shall be deemed to attach to the member's rights, privileges, and obligations in the Association including the right to vote on the affairs of the Association so that if the member should be in default of any of the terms of the mortgage and such default shall result in foreclosure thereof, the member's membership in the Association shall automatically terminate and all of the rights, privileges and obligations of the membership shall inure to the mortgagee and its assigns.

Every lawful transfer of title to the member's family unit shall include membership in the Association and upon making such transfer, the previous owner's membership shall automatically terminate.

Except as provided above, membership in the Association may not be assigned or transferred and any attempted assignment or transfer thereof shall be void and of no effect.

Section 5
Evidence of membership and ownership in the Association shall be a membership card issued to each member of the Association. In the event there is more than one owner of a particular family unit, all of the voted designated on the membership card may be voted by any one of such co-owners. Membership cards shall be surrendered to the manager of the Association whenever ownership of a family unit designated thereon terminates.

ARTICLE II
PRINCIPAL OFFICE
Section 1
The first principal office of the Association shall be located at 174 West King Street, Hillside, New Jersey, but thereafter, may be located at such other suitable and convenient place or places as shall be permitted by law and designated by the Trustee.

ARTICLE III
MEETINGS OF MEMBERS
Section 1
All annual and special meetings of the Association shall be held at the principal office of the Association or at such other suitable and convenient place as may be permitted by law and from time to time fixed by the Trustees and designated in the notices of such meetings.
Section 2
The first annual meeting of the members of the Association shall be held on the first Saturday in December, 1974. Subsequent annual meetings shall be held on the first Saturday of each succeeding year. At each annual meeting , there shall be elected by a ballot of a majority of the members entitled to vote, the Trustees of the Association in accordance with the provisions of Article V, Section 2 of these By-Laws. The members may also transact such other business as may properly come before the meeting.

Section 3
The Secretary shall mail notices of annual meetings to each member of the Association, directed to his last known post office address as shown on the records of the Association, by uncertified mail, postage prepaid. Such notice shall be mailed not less than 10 days nor more than 15 days before the date of such meeting and shall state the date, time and place of the meeting and the purpose or purposes thereof.

Section 4
It shall be the duty of the President to call a special meeting of the members of the Association whenever he is directed to do so by resolution of the Trustees or upon presentation to the Secretary of a petition signed by a majority of the members entitled to vote at such meeting.

Section 5
The Secretary shall mail notice of such special meeting to each member of the Association in the manner provided in Section 3 of this Article, except that notices of such special meetings shall be mailed not less than 5 or more than 10 days before the date fixed for such meetings. No business shall be transacted at any special meeting except as stated in the notice thereof unless by consent of two-thirds of the members present, either in person or by proxy.

Section 6
The Secretary shall compile and keep up to date at the principal office of the Association, a complete list of the members and their last known post office addresses. Such list shall also show opposite each member's name the number of the family unit owned by him and the percentage of ownership of the member in the undivided common elements in the Condominium. The list shall be open to inspection by all members and other persons lawfully entitled to inspect the same at reasonable hours during regular business days. The secretary shall also keep current and retain custody of the minute book of the Association, containing the minutes of all annual and special meetings of the Association and all resolutions of the Trustees.

Section 7
Each member in good standing and entitled to vote shall be entitled one vote for each family unit, provided that, where a family unit is owned jointly by two or more persons, only one such owner shall be entitled to cast the total number of votes assigned to the particular family unit, the splitting of such votes being prohibited.

Section 8
At all elections of Trustees, each member shall be entitled to as many votes within the limitations of the preceding Section, as shall equal the number of votes to which the family unit is entitled multiplied by the number of Trustees to be elected. All of such votes may be cast for a single Trustee of may be distributed among the number of Trustees to be voted for, or any two or more of them as the member may see fit. This Section, providing for the cumulative voting, shall be applicable only where the number of Trustees to be elected is more than one.

Section 9
A member shall be deemed to be in "good standing" and "entitled to vote" at any annual meeting or any special meeting of the Association if, and only if, he shall have filly paid all assessments made or levied against him and his family unit by the Trustees as hereinafter provided, together with all interest, costs, attorney's fees, penalties and other expenses, if any, properly chargeable to him and against his family unit, at least 3 days prior to the date fixed for such annual or special meetings.

Section 10
Except as otherwise provided in these By-Laws, the presence in person or by proxy of a majority of the members of the Association shall constitute a quorum at any annual or special meeting of the members. If any meeting of members cannot be organized because a quorum has not attended, the members present, either in person or by proxy, may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called. In the event of any such adjourned meeting, no further notice of the adjourned date need be given to any of the members.

Section 11
Votes may be cast either in person or by proxy. Proxi must be in writing and filed with the Secretary at least two days before the time appointed for each meeting in the notice thereof.

Section 12
All decisions of the members involving capital expenditures exceeding $5,000.00 shall require for passage, the affirmative vote of the members representing at least 80% of the basic value of the Condominium as a whole. All other decisions shall require for passage, the affirmative vote of at least a majority of the members in good standing and entitled to vote. The Trustees shall be governed in the making of capital expenditures and in other actions by decisions made by the members as provided in this section.

Section 13
The order of business at all meetings of the members of the Association shall be as follows:
(a) Roll Call.
(b) Proof of notice of meeting or wavier of notice.
(c) Reading of minutes of preceding meeting.
(d) Reports of officers.
(e) Reports of committees.
(f) Election of inspectors of election.
(j) Election of Trustees.
(h) Unfinished Business.
(i) New Business.

ARTICLE IV
OBLIGATIONS OF MEMBERS
Section 1
Each member shall perform promptly and at his own risk, cost and expense, all maintenance and repair work with respect to the portion of each family unit owned by him which does not comprise a part of the common elements and which, if omitted, would adversely affect or jeopardize the safety of the Condominium in which his family unit is located or any part or parts thereof belonging in whole or in part to other members and each member shall be liable for any damages, liabilities, costs or expenses, including attorney's fees, caused by or arising out of his failure to promptly perform any such maintenance and repair work.

Section 2
Each member shall be obligated to reimburse the Association for any expenses incurred by it in repairing or replacing any part or parts of the common elements damaged solely by his negligence or by the negligence of his tenants, guests, or licensees, promptly upon the receipt of the Association statement therefor.

Section 3
Each member is bound to contribute pro-rata in the percentage of his interest in the undivided common elements of the Condominium, which percentage is expressed in the Deed covering said family unit, toward the expenses of administration and of maintenance and repair of the common elements of the Condominium to the expenses of administering and maintaining the Association and all of it's real and personal property in such amounts as shall from time to time be fixed by the Trustees, and to any other expense that may be lawfully agreed upon. No member may exempt himself from contributing toward such expenses by a wavier of the use or enjoyment of the common elements or the community or recreational facilities of the Association or by abandonment of the family unit owned by him.

Section 4
Payment by the member of his share of the expenses aforesaid shall be made monthly on the first day of each month, beginning with the first month after acceptance of a deed, in the amount from time to time fixed by the Trustees, to the Treasurer of the Association at the principal office of the Association or such other place as shall be designated by the Trustees.

Section 5
All such charges and expenses chargeable to a member and his family unit shall constitute a lien against the said family unit in favor of the Association for the use and benefit of the members of the Association prior to all other liens except, (1) assessments, liens and charges for taxes past due and unpaid on the family unit; and (2) payments due under mortgage instruments of encumbrance, if any, duly recorded. The said lien may be foreclosed in the manner provided for the foreclosure and sale of real estate mortgages and in the event of foreclosure, the Association shall, in addition to the amount due, be entitled to recover reasonable expenses of the action including costs and attorney's fees. The right of the Association to foreclose the lien aforesaid shall be in addition to any other remedy which may be available to it at law for the collection of the monthly charges and expenses including the right to proceed personally against any delinquent member for the recovery of a personal judgement against him.

Section 6
In the event a member shall fail to pay any assessment levied against him and the family unit owned by him for the maintenance of the common elements of the Condominium in which his family unit is located, for the expenses of administering, maintaining and operating the community and recreational facilities of the Association or any other expense lawfully agreed upon, within 10 days after the same shall become due and payable, the Association shall be entitled to proceed to foreclose the lien referred to in the preceding Section.

Section 7
Upon the sale, conveyance or other lawful transfer of a title to a family unit, all unpaid assessments against a member for his pro rata share in the expenses of administration, maintenance and repair of the common elements and the community and recreational facilities of the Association and other expenses agreed upon, shall first be paid out of the sale price or by the acquirer in preference over any other assessments or charges of whatever nature except the following:

(a) Assessments, liens and charges for taxes past due and unpaid on the family unit and

(b) Payments due under mortgage instruments of encumbrance, if any, duly recorded.

Section 8
The acquirer of a family unit shall be jointly and severally liable with the seller for the amounts owing by the latter to the Association, up to the time of the conveyance or transfer, without prejudice to the acquirer's right to recover from the seller the amount paid by him as such joint debtor. The Association shall provide for the issuance and issue to every acquirer, upon his request, a statement of such amounts due by the seller and the acquirer's liability under this section shall be limited to the amount set forth in said statement.

Section 9
All family units shall be utilized for residential purposes only. A member shall not make structural modifications or alterations in his family unit or installations located therein without the written consent of the Trustees obtained through the Manager.

Section 10
The association shall have the irrevocable right, to be exercised by the Trustees or Manager of the Association, to have access to each family unit from time to time during reasonable hours as may be necessary for the maintenance, repair or replacement of any of the common elements therein or accessible therefrom or for making emergency repairs therein necessary to prevent damage to the common elements or to another family unit or units.

Section 11
Each member shall comply strictly with these ByLaws and with the administrative rules and regulations adopted pursuant thereto, as either of the same may be lawfully amended from time to time and with the covenants, conditions and restrictions set forth in the Master Deed or in the Deed to his family unit. Failure to comply with any of the same shall be grounds for a civil action to recover sums due, for damages or injunctive relief, or both, maintainable by the Association on behalf of the Council of members or, in a proper case, by an aggrieved member.

ARTICLE V
BOARD OF TRUSTEES
Section 1
The affairs of the Association shall be governed by a Board of Trustees consisting of three persons, each of whom with exception of those trustees named in the certificate of incorporation of the Association, shall be a member of the Association and one of whom shall be a resident of the State of New Jersey. Provided, however, that during a period of 10 years from the date of the master deed creating this Condominium or until the last unsold unit is sold whichever last occurs, KENTWOOD CONSTRUCTION CO., INC. retains the right to name a majority of the Trustees and therefore, until this right expires or is surrendered, each initial Trustee shall be elected to a one-year term only. The requirements of membership shall not apply to Trustees appointed by KENTWOOD CONSTRUCTION CO., INC. The rights hereunder retained by KENTWOOD CONSTRUCTION CO., INC. may be assigned.

Section 2
At the first annual meeting of the members of the Association, one additional Trustee shall be elected to serve for a term of one year. At the expiration of the initial term of each Trustee, his successor shall be elected for a period of 3 years and shall continue to hold office until his successor is elected subject to the rights of KENTWOOD CONSTRUCTION CO., INC. as set forth in Section 1 above. Trustees shall serve without compensation.

Section 3
If the office of any Trustee shall become vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the remaining Trustees, at a special meeting duly called for such purpose, shall choose a successor at such meeting. The person so elected shall serve for the unexpired term in respect to which such vacancy occurred.

Section 4
Trustees may be removed with or without cause, by the affirmative vote of two-thirds of the members at any annual or special meeting of members duly called for such purpose.

Section 5
The first organizational meeting of each newly elected Board of Trustees shall be held immediately upon adjournment of the meeting of members at which they were elected and at the same place where the meeting of members was held, provided a quorum is present. If a quorum of the Board is not then present such first or organizational meeting shall be held as soon thereafter as set forth in Section 6 of this Article or unless waived as provided in Section 8 of this Article.

Section 6
Regular meetings of the Board of Trustees may be held at such time and place permitted by law as from time to time may be determined by the Trustees, but at least four such meetings shall be held in each fiscal year. Notice of regular meetings of the Board shall be given to each Trustee personally, by telegram or by United States mail, with postage prepaid, directed to him at his last known post office address as the same appears of the records of the Association, at least five days before the date appointed for such meeting. Such notice shall state the date, time and place of such meeting and the purpose thereof.

Section 7
Special meetings of the Board of Trustees may be called by the President of the Association on three days written notice to each Trustee, given in the same manner as provided in Section 6 of this Article. Special meetings of the Board shall be called by the President of the Secretary in like manner upon the written request of any two Trustees.

Section 8
Before any meeting of the Board of Trustees, whether regular or special, any Trustee may, in writing, waive notice of such meeting and such wavier shall be deemed equivalent to the giving of such notice. Attendance by a Trustee at any meeting of the Board shall likewise constitute a wavier by him of such notice. If all Trustees are present at any meeting of the Board, no notice of such meeting shall be required and any business may be transacted at such meeting except as prohibited by law and these By-laws.

Section 9
At all duly convened meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business except as otherwise expressly provided in these By-Laws or by law, and the acts of the majority of the Trustees present at such meeting at which a quorum is present, shall be the acts of the Board of Trustees.

If at any meeting of the Board of Trustees there shall be less than a quorum present, the Trustee or Trustees may adjourn the meeting from time to time, and at any such adjourned meeting at which a quorum is present, any business that might have been transacted at the meeting as originally called, may be transacted without further notice to any Trustee.

Section 10
The Board of Trustees shall have and exercise all lawful powers and duties necessary for the proper conduct and administration of the affairs of the Association and the operation and maintenance of first class residential Condominium projects and may do or cause to be done all such other lawful acts and things as are not by law, by these By-Laws or otherwise, directed or required to be done or exercised by members of the Association or owners of family units, or by others. In the performance of it's duties as the administering body of the Association, the Board of Trustees shall have powers and duties including, but not limited to, the following:

A The operation, maintenance, renewal, replacement, care, upkeep, protection and surveillance of the buildings in the Condominium, their general and limited common elements and services and the community and recreational facilities and all other property, real or personal, of the Association.

B The preparation prior to the beginning of each fiscal year of a budget or estimate, which shall include but not, limited to reasonable reserves for depreciation, retirements and renewals. The total amount of such budget or estimate shall be assessed against all of the family units and the respective owners thereof, in the proportionate shares and percentages applicable to the several family units owned by them as set forth in the Master Deed and pro rated as necessary to include the owners and family units in all buildings which are now,, or may hereafter, be governed by the Association. The proportionate amounts thus found applicable to each family unit shall e payable to the owner thereof to the Association in twelve equal monthly installments, in advance, on the first day of each month o such fiscal year. On or before the due date of the first monthly installment, the association shall prepare and deliver or mail to each owner of a family unit a statement showing the amount thereof and the estimated amount assessed against such family unit for the entire fiscal year, and shall not be obligated to give notice of any subsequent. accruing monthly payments for such fiscal year, and the omission of notice of such installments shall not relieve such owner from his obligation to pay such monthly installment promptly when and as they become due and payable. Any such owner may if he elects to do so, pay two or more of such monthly installments in advance of the date on which they become due and payable, but the Association shall have the right to apply any sums so prepaid either to such monthly installments or to any special assessments made or levied in such fiscal year against such owner or the family unit owned by him in the matter and percentage so approved and referred to in the following subsection © Section10 of this Article V without relieving or releasing such owner from his obligation to pay any unpaid amounts or balances due on any such monthly installments or any special assessments or impairing any rights of the Association against such owner or any family unit owned by him.

C By majority vote of the Board, to adjust or increase the amount of any annual assessment and monthly installment and to levy and collect in addition thereto, special assessments in such amounts as the board may deem proper, whenever the Board is of opinion it is necessary to do so in order to meet increased operating or maintenance costs, or additional capital expenses, or because of emergencies; provided, however, that all such increased or special assessments shall be made or levied against such owners and the family units owned by them respectively, in the same proportions or percentages as provided in Subsection (B), Section 10 of this Article.

D To use and expend any sums collected from such assessments or levies for the operation, maintenance, removal, care, upkeep, surveillance and protection of the common elements, community and recreational facilities of the Association and all of its real and personal property.

E To require all officers and employees of Association handling, or responsible for funds of the Association or funds in its possession or under its control, to furnish adequate fidelity bonds, in form, penalties and with corporate surety satisfactory to the Board of Trustees. The premium on such bonds shall be paid by the Association as part of the common expensed.

F To pay all taxes and assessments levied or assessed against any property of the Association, exclusive of any taxes or assessments levied against any family unit or otherwise properly chargeable to the owners thereof.

G To employ and dismiss such clerks, stenographers, workmen, janitors, gardeners, watchmen, and other personnel, and to purchase or arrange for such services, machinery, equipment, tools material and supplies, machinery, equipment, tools, materials and supplies, as in the opinion of the Board of Trustees may from time to time be necessary for the proper operation and maintenance of the Condominiums, and the community and recreational facilities of the Association, except the portions thereof required to be maintained by owners of family units. The Board of Trustees may also employ a Manager for the Association, at such compensation as may be established by the Board, to perform such duties and services as the Board may lawfully delegate.

H To enter or cause to be entered any family unit when deemed necessary for or in connection with the operation, maintenance, repair, renewal or protection of any common elements, or to prevent damage to the common elements or any family units, or in emergencies, provided that such entry and work shall be done with as little inconvenience as possible to the owners and occupants of such family units. Each owner shall be deemed to have expressly granted such rights of entry by accepting and recording the Deed to his family unit.

I To collect delinquent levies or assessments made by the Association through the Board of Trustees against any family units and the respective owners thereof, together with such costs and expenses incurred in connection therewith, including but not limited to court costs and attorney fees, whether by suit or otherwise, to abate nuisances and enforce observances of the rules and regulations relating to the Condominium, by injunction or such other legal action or means as the Board of Trustees may deem necessary or appropriate.

J To employ or retain legal counsel, engineers and accountants, and to fix their compensation whenever such professional advice or services may be deemed necessary by the Board of Trustees for any proper purposes of the Association, including but not limited to those herein before or hereinafter referred to in these By-laws.

K To cause such operating accounts, and escrow and other accounts, if any, to be established and opened as the Board of Trustees may deem appropriate from time to time and as may be consistent with good accounting practices.

L (1) To cause a complete audit of the books and accounts of the Association to be made by a competent certified public accountant at the end of each fiscal year, and at such other time or times as may be deemed necessary. The Board of Trustees shall also prepare at the end of each fiscal year, and furnish to the owner of each family unit a report of the business and affairs of the Association, showing its transactions and reflecting fully and accurately its financial condition.

(2) To keep detailed books of account, in chronological order, of the receipts and expenditures affecting the Condominium and its administration and specifying the maintenance and repair expenses of the common elements and all other expenses incurred.

M. To make and enforce compliance with such reasonable rules and regulations relative to the operation, use and occupancy of the family units, common elements and association facilities, and to amend the same from time to time so the Board shall deem necessary or appropriate resolutions shall be binding on the owner and occupant of family units, their successors in title and assigns. A copy of such rules and regulations and copies of any amendments thereof shall be delivered or mailed to each owner of a family unit promptly upon the adoption thereof.

N. (1) The Board of Trustees shall keep the condominium buildings and other improvements located on the land described in Article I, Section 1, of these By-laws including especially the common elements, and all buildings, fixtures, equipment and personal property owned by the Association, insured for the benefit and protection of the association, and the owners of the family units and their respective mortgages, as their interest may appear, in amounts equal to their maximum insurable values, excluding foundation and excavation costs, as determined annually by the insurance carrier or carriers, against the following hazards, casualties and contingencies:
(a) Loss or damage by fire and other causalities covered by a standard extended coverage endorsement,

(B) Such other risks, of a similar or dissimilar nature, as are or shall hereafter customarily be covered with respect to other buildings, resources, and equipment similar in construction, design, se and location to the buildings and other property hereinbefore mentioned. All such policies shall provide that in the event of loss or damage, the proceeds shall be payable to the Association. There shall be attached to each such policy a mortgage to a majority of the mortgages or beneficiaries under the first mortgages on family units of the Condominiums. Such majority shall consist of thee holders of the bonds or notes representing fifty-one percent of the value of the bona fide first mortgaged Condominiums at the time the policies became effective. The association shall pay the premiums on such policies as common expenses. Nothing herein contained shall be deemed to prejudice the right of the owner of any family unit to take out and maintain at his own expense any additional insurance on family units owned by him.
(2) The Board of Trustees shall also maintain public liability insurance insuring the Association and its members against liability for any negligent act of commission omission attributable to the Association or any of its members and which occurs on or in any of the common elements of the Condominiums or the community or recreational facilities of the Association. The Board shall also maintain workmen's compensation insurance, boiler, glass, burglary, theft and such other insurance as will protect the interest of the Association, its employees, the members and mortgages. All insurance premiums shall be paid by the Association as common expenses.

ARTICLE VI
DAMAGE TO BUILDINGS; RECONSTRUCTION; SALE; OBSOLESCENCE

Section 1.
In the event of fire or other disaster or casualty resulting in damage to any of the buildings and common elements of the Condomi8nium which damage is less than two-thirds of the value of the building or common element, the net proceeds of any insurance collected shall be made available for the purpose of restoration or replacement. Where the insurance indemnity is insufficient to cover the cost of reconstruction or replacement, the new building costs shall be paid by all of the co-owners directly affected by the damage, in proportion to the value of their respective family units. If any one or more of these composing the minority of who co-owners where directly affected by the damage shall refuse to make such payments, the Board of Trustees shall levy an assessment in an amount proportionate to the value of the family units affected by the damage, the proceeds of such assessment being paid, with the insurance indemnity, to the Association for the purpose of covering the costs of repair and replacement. In the event any owner or owners shall fail to respond to the assessment by payment thereof within a reasonable time, the Association shall have authority to cause such restoration or reconstruction to be accomplished and to charge the cost thereof, less any applicable insurance credits, to the owners of family iunits in the proportions mentioned. Such costs less insurance credit, shall constitute a lien against the family unit of such owner and may be enforced and collected in the same manner as all other liens as hereinbefore provided. The provisions of this Section may be changed by unanimous resolution of the parties concerned, adopted subsequent to the date on which the fire or other disaster or casualty occurred.

Section 2.
In the event of a total destruction of the entire building or buildings or if the common elements are damaged or destroyed to more than two-thirds of the value, the owners of a majority of the voting rights in the affected building may elect to reconstruct or replace the said buildings and common elements. In the event of an election to reconstruct or replace, payment of the costs thereof shall be made as provided in the preceding section of this Article.

If the owners of 75% of the voting rights in the building or buildings so described agree not to reconstruct or replace the buildings so described agree not to reconstruct or replace the building, the proceeds of insurance less any costs of demolition for action to renter the buildings safe shall be distributed to each owner in accordance with their respective percentage of ownership after the payment of any mortgage or other lien has been made. All rights of the owners of the said building or buildings shall be conveyed to the BRIAR MILLS VILLAGE ASSOCIATION as a prerequisite to any payment under this section. The Association shall have the right to reconstruct or replace building or buildings on the said premises as it so determines.

Section 3.
In the event that the Board of Trustees shall determine that any of the community and recreational facilities and any other real or personal property of the Association are obsolete, the Board, at any regular or special meeting of the council of members, may call for a vote by the council of members to determine whether or not the said property should be demolished or replaced. In the event 90% of the Council of Members with the consent of all mortgagees, shall determine that the said property should be demolished and replaced, the costs thereof shall be assessed against all of the members of the Association in accordance with their proportionate share of ownership in the Association.

ARICLE VII
OFFICERS
Section 1.
The officers of the Association shall be a President, Secretary and a Treasurer. The Secretary may be eligible for election to the office of Treasurer. The President shall also be a member of the Board of Trustees.

Section 2.
The officers of the Association shall be elected annually by the Board of Trustees at the organization of each new Board and shall hold office until their successors are elected or appointed by the Board and qualify, provided that each officer shall hold office at the pleasure of the Board of Trustees and may be removed either with or without cause and his successor elected at any annual or special meeting of the Board called for such purpose, upon the affirmative vote of a majority of the members of the Board. The Board of Trustees may, from time to time, appoint such other officers as in their judgement are necessary.
Section 3.
The President shall be the chief executive officer of the Association and shall preside at all meetings of the members and of the Board of Trustees. He shall have the general powers and duties usually vested in the office of President of an Association, including but not limited to, the power to appoint committees from among the members from time to time as he may deem appropriate to assist in the conduct of the affairs of the Association. He shall execute such deeds, contracts and other instruments, in the name and on behalf of the Association and under its corporate seal when a seal is required, except when such documents are required or permitted by law to be otherwise executed and except when the signing and execution thereof shall be delegated by the Board of Trustees to another officer or agent of the Association.

Section 4.
The Secretary shall attend all meetings of the Board of Trustees and all meetings of the members and record all votes and the minutes of all meetings and proceedings, including resolutions, in a minute book to be kept for this purpose and shall perform like duties for any committees when required. He shall have charge of the minute book and such records and papers as the Board shall direct and perform all duties incident to the office of Secretary, including the sending of notices of meetings to the members, the Board of Trustees and committees and such other duties as may be prescribed by the By-Laws or by the board of Trustees or the President. He shall also have custody of the corporate seal and when authorized by the board, affix the same to any insturment requiring it and attest the same when appropriate.
Section 5
The Treasurer shall have responsibility for the Association's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies, checks and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board of Trustees. He shall disburse the funds of the Association as may from time to time be ordered by the Board or by the President and Trustees, at the regular meetings of the Board or whenever they or either of them shall require, an account of his transactions as Treasurer and of the financial condition of the Association.
Section 6
The officers of the Association shall serve without compensation except that they shall be entitled to reimbursement for all expenses reasonably incurred in the discharge of their duties.

ARTICLES VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1
The association shall idemnify every Trustee and officer, his heirs, executors and administrators, against all loss, costs and expenses, including counsel fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Trustee or officer of the Association except as to matters as to which he shall be finally adjudged in such action, suite or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified had not been guilty of gross negligence or willful misconduct in the performance of his duty as such Trustee or officer in relation to the matter involved. The foregoing rights shall not be exclusive of other rights which such Trustee or officer may be entitled. All liability, loss, damage, cost and expense incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated by the Association as common expenses provided however, that nothing in this Article contained shall be deemed to obligate the Association to indemnify any member or owner of a family unit, who is or has been Trustee or officer of the Association, with respect to any duties or obligations assumed or liabilities incurred by him under and by virtue of his membership in the Association or as a member or owner of a family unit in the Condominium or Condominiums.

ARTICLE IX
FISCAL YEAR
Section 1.
The fiscal year of the Association shall begin on the first day of January in each year.

ARTICLE X
CORPORATE SEAL
Section 1
The corporate seal of the Association shall consist of two concentric circles between the circumferences of which shall be inscribed the name "BRIAR MILLS VILLAGE SOUTH ASSOCIATION" and within the circumference of the inner circle the words, "INCORPORATED, NEW JERSEY" and the year of incorporations.

ARTICLE XI
AMENDMENTS TO BY-LAWS
Section 1
These By-Laws and the form of administration set forth herein may be amended from time to time by the affirmative vote of the members representing two-thirds of the total value of the units, within the limitations prescribed by law. No such modification shall be operative until it is embodied in a recorded instrument which shall be recorded in the office of the Clerk of Ocean County in the same manner as the Master Deed and original By-Laws.

ARTICLE XII
DISSOLUTION
Section 1
In the event it shall be deemed advisable and for the benefit of the members of the Association that the Association should be dissolved, the procedures concerning dissolution set forth in Chapter 1, Section 20 of Title 15 of the Revised Statutes of the State of New Jersey, entitled Corporations and Associations Not for Profit, its amendments, supplements and revisions, shall be followed.

Section 2
In the event of dissolution, the assets of the Association, after the payment of all debts including mortgages and other encumbrances, shall be distributed to the members of the Association in accordance with their percentage of ownership therein.

ARTICLE XIII
MEMBER'S PERCENTAGE OF OWNERSHIP

Section 1
The proportionate individual interests in the common elements are set forth in Schedule "B" attached hereto and the same aggregate 100%.

The number of votes to which each family unit will be entitled to cast in the affairs of the Association requiring a vote shall be one vote for each family unit.

The owner of co-owners of a family unit shall make an initial payment to the Association of $100.00 per family unit. This payment shall not be made by any purchaser who shall purchase a family unit by way of resale from a previous purchaser.

ARTICLE XIV
COVENANTS REGARDING USE OF PREMISES

Section 1
No part of the property shall be used for other than singly-family residential dwellings and the common recreational purposes appertaining thereto.

Section 2
There shall be no obstruction of the common elements nor shall anything be stored in the common elements without the prior consent of the Board of Trustees. Each unit owner shall be obligated to maintain and keep in good order and repair his own unit and fenced in rear yard, if fenced.

Section 3
Nothing shall be done or kept in any unit or in the common elements which will increase the rate of insurance of any other buildings or contents thereof applicable for residential use without the prior written consent of the Board of Trustees. No owner shall permit anything to be done or kept in his unit or in the common elements which will result in the cancellation of insurance on any of the buildings or contents thereof or which would be in violation of any law. No waster shall be committed in any of the common elements.

Section 4
Unit owners shall not cause or permit anything to be hung or displayed or placed on the outside walls or doors of a building without the consent of the Board of Trustees except as provided for in Section 9 hereof.

Section 5
No animals or reptiles of any kind shall be raised, kept, bred or maintained in the Condominiums, except that dogs or cats, not to exceed two (2) per unit, may be kept in units, subject to rules and regulations to be adopted by the Board of Trustees, provided they are not kept, bred or maintained for any commercial purposes and provided further that any such pet causing or creating a nuisance or unnecessary disturbance or noise may be caused to be removed from the premises by the Board of Trustees.

Section 6
No noxious or offensive activity shall be carried on in any unit, or in the common elements, nor shall anything be done therein, either willfully or negligently, which may be or become an annoyance or nuisance to the unit owners or other occupants, or interfere with the rights, comforts on convenience of the owners.

Section 7
No unit owner shall contract for or perform any maintenance, repair, replacement, alteration or modification of the common elements or any additions thereto. No owners shall take or cause to be taken, any action within his unit which would jeopardize the soundness or safety of any part of the Condominium property or impair any easement or right appurtenant therefor or affect the common elements.

Section 8
No signs shall be permitted on the exterior or interior of any unit, except that the Grantor shall have the right to place "For Sale" or "For Rent" signs on unsold or unoccupied unit.

Section 9
The owner shall have the right to install storm doors and windows on his unit at his sole cost and expense.

Section 10
No trailers, boats, or inoperable vehicles shall be placed on the common elements by any owner.

Section 11
No laundry or other cloths may be hung or displayed outside any unit.

Section 12
Rear yards shall not be used as a storage area by any unit owner. No fences shall be erected or caused to be erected by any unit owner.