Schedule A
for the Declaration and Imposition of Covenants, Conditions and Restrictions

Note: The following text is a transcription of a document and provided for reference only.  The Perry Knolls Homeowners Association, Incorporated, was renamed to Henson Park Homeowners Association, Incorporated.  A printable copy is available here.

Whereas, Declarant is the owner of the real property described in Article II of this Declaration and desires to create thereon a residential community with permanent open spaces, and other common facilities for the benefit of said community; and

Whereas, Declarant desires to provide for the preservation of the values and amenities in said community and for the maintenance of said open spaces and other common facilities; and, to this end, desires to subject the real property described in Article II to the covenants, restrictions, easements, conditions, charges and liens, hereinafter set forth, which easements, covenants, restrictions, and conditions shall run with the real property and shall be binding on all parties having or acquiring any right, title or interest in the described properties or any part thereof, and shall inure to the benefit of each owner thereof; and

Whereas, Declarant has deemed it desirable, for the efficient preservation of the values and amenities in said community, to create an agency to which should be delegated and assigned the powers of maintaining and administering the community properties and facilities and administering and enforcing the covenants and restrictions and collecting and disbursing the assessments and charges hereinafter created; and 

Wheras, Declarant has incorporated under the laws of the State of Virginia, as a non-stock corporation, HENSON PARK HOMEOWNERS ASSOCIATION, INC., for the purpose of exercising the functions aforesaid.

Now, Therefore, The Declarant declares that the real property described in Article II is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, conditions, charges and liens (sometimes referred to as "covenants and restrictions") hereinafter set forth.

Article I - Definitions

Section 1

The following words when used in this Declaration (unless the context shall prohibit) shall have the following meanings:

1. "Association" shall mean and refer to HENSON PARK HOMEOWNERS ASSOCIATION, INC.

2. "The Properties" shall mean and refer to that certain real property referred to in Article II.

3. "Common Area" shall mean and refer to Parcel "A" only of the land shown upon the recorded Subdivision map of The Properties.  The "Common Area" shall be owned by the Association for the common use and enjoyment of the members of the Association, and shall include Open Spaces, Easements for Parking, Sidewalks, Ingress and Egress Easements and Utilities Easements, said various easement areas being more particularly shown on site plan approved by Arlington County. 

4. "Lot" shall mean and refer to Lots 3-B, 3-C and 3-D only of land shown upon the recorded Subdivision map of The Properties.

5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of The Properties, including contract sellers, but excluding those having such interest merely as security for the performance of any obligation.

6. "Member" shall mean and refer to all those owners who are members of the Association as provided in Article III, Section, hereof.

7. "Declarant" shall mean and refer to G & A PARTNERSHIP, its heirs, successors or assigns, if such heirs, successors or assigns should acquire more than one undeveloped lot from the Declarant for the purpose of development.

Article II - Property Subject to this Declaration

The real property which is, and shall be, held, transferred, sold, conveyed and occupied subject to this Declaration is located in the County of Arlington, Virginia, described as 

LOTS 3-B, 3-C, 3-D AND PARCEL "A",

RESUBDIVISION OF PART OF LOT 3,

BENJAMIN PERRY ESTATE,

as shown on a plat attached to the Deed of Dedication and Release recorded among the Land Records of Arlington County, Virginia, in Deed Book 2261, at page 409; all of which real property shall be referred to as "Existing Property".

Article III - Membership and Voting Rights in the Association

Section 1 - Membership  

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

Section 2 - Voting Rights

The Association shall have two classes of voting membership: 

Class "A"  Class "A" members shall be all those owners as defined in Section 1, with the exception of the Declarant.  Class "A" members shall be entitled to one vote for each Lot in which they hold the interests required for membership by Section 1.  When more than one person hold such interest, or interests, in any lot, all such persons shall be member, and the vote for such Lot, shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such Lot.

Class "B"  Class "B" members shall be the Declarant.  The Class "B" members shall be entitled to three votes for each Lot in which it holds the interest required for membership by Section 1 until such Lot is first sold or leased, provided that the Class "B" membership shall cease and become converted to Class "A" membership on the happening of any of the following events, whichever occurs earlier:

• when the total votes outstanding in the Class "A" membership equals the total votes outstanding in the Class "B" membership, or

• on December 31, 1987.

From and after the happening of these events, whichever occurs earlier, the Class "B" members shall be deemed to be Class "A" members entitled to one vote for each Lot in which it holds the interest required for membership under Section 1.

Article IV - Property Rights in the Common Areas

Section 1 - Owner's Easements of Enjoyment

Subject to the provisions of Section 3, every owner shall have a right and easement of enjoyment in and to the Common Areas and such easement shall be appurtenant to and shall pass with the title to every Lot subject to the following provisions:

• • The right of the Association, in accordance with its Articles and By-Laws, to borrow money for the purpose of improving the Common Area and facilities and in aid thereof to mortgage said property, and the right of such mortgage in said properties shall be subordinate to the rights of the homeowners hereunder; and

• The right of the Association to take such steps as are reasonably necessary to protect the above described properties against foreclosure; and

•  The right of the Association, as provided in its Articles and By-Laws, to suspend the enjoyment rights of any member for any period during which an assessment remains unpaid; and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and

• The right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members, provided that no dedication or transfer determination as to the purposes or as to conditions thereof, shall be effective unless an instrument signed by Members entitled to cast the-thirds (2/3) of the votes of each Class of Membership has been recorded, agreeing to such dedication, transfer, purpose of condition, and unless written notice of the proposed agreement and action thereunder is sent to every Member at least ten (10) days but not more than fifty (50) days in advance of any action taken.

Section 2 - Delegation of use

Any member may delegate, in accordance with the By-Laws, his right of enjoyment to the Common Area and facilities to the members of his family, his tenants, or contract purchasers who reside on the property.

Section 3 - Title to the Common Area

The Declarant hereby covenants for itself, its heirs, successors and assigns, that it will convey fee simple title to the Common Area within the Subdivision to the Association, free and clear of all encumbrances and liens, but subject to easements and right of way herein and/or by the plat of Resubdivision of Part of Lot 3, Benjamin Perry Estate, dedicated or reserved, prior to the conveyance of record of the first Lot to be conveyed.

Section 4

Until such time as the Declarant pays the same assessment as the other Lot owners and has the same vote, it will maintain the Common Area at no cost to the Homeowners Association and will fund budget deficits.

Article V - Covenant for Maintenance Assessments

Section 1 - Creation of the Lien and Personal Obligation of Assessments

The Declarant for each Lot owned by it within The Properties hereby covenants and each Owner of any Lot by acceptance of a deep therefor, whether or not it shall be so expressed in any deep or other conveyance is deemed to covenant and agree to pay to the Association:

1. annual assessments and charges;

2. special assessments for capital improvements, such assessments to be fixed, established and collected from time to time as hereinafter provided.

the annual and special assessments, together with such interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made.  Each such assessment, together with such interest thereon, costs of collection thereof, including reasonable attorney's fees as hereinafter provided, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due.  The personal obligation shall not pass to his successors in title unless expressly assumed by them.

Sections 2 - Purpose of Assessments

The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents of The Properties and in particular for the maintenance of The Properties, services and facilities devoted to this purpose and related to the user and enjoyment of the Common Properties, and of the home situation upon The Properties.

Section 3 - Basis and Maximum of Annual Assessments

Until January of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be SIX HUNDRED AND NO/00 DOLLARS ($600.00) per Lot for Lots other that those owned by the Declarant and one-third (1/3) of said amount per Lot for Lots owned by Declarant, except that during that said period the maximum annual assessment may be increased by action of the Board of Directors by an amount to in excess of five percentum (5%) of the maximum annual assessment hereinabove established.

1. From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased effective January 1 of every year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D. C.) for the preceding month of July.

2. From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased above that established by the Consumer Price Index Formula by a vote of the members for the next succeeding two years and at the end of each such period of two years, provided that any such change shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 10 days nor more than 50 days in advance of the meeting setting forth the purpose of the meeting.  The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident.

3. After consideration of current maintenance costs and future needs of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

Section 4 - Special Assessments for Capital Improvements

In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment application to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, wirtten notice of which shall be sent to all members not less than 10 days more more than 50 days in advance of the meeting setting forth the purpose of the meeting.

Section 5 - Uniform Rate of Assessment

Both annual and special assessments must be fixed at a uniform rate for all Lots except as to those Lots owned by Declarant, as to which any charge shall be one-third (1/3) of the rate for other Lots.  The Board of Directors may, at its discretion, require the annual and/or special assessments to be paid on a monthly basis and may require that such payments be made to a mortgagee under the Deed and Trust on the respective lots or any other collection agent selected by the Board of Directors.

Section 6 - Quorum For Any Action Authorized Under Sections 3 and 4

At the first meeting called, as provided in Sections 3 and 4 hereof, the presence at the meeting of members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum.  If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement sut forth in Sections 3 and 4, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting.  No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 7 - Date of Commencement of Annual Assessments: Due Dates

The annual assessment provides for herein shall commence as to all Lots upon the first day of the month following the conveyance of record of the Common Area.  The first annual assessment shall be adjusted according to the number of months remaining in the calendar year.  The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period.  Written notice of the annual assessment shall be sent to every Owner subject thereto.  The due dates shall be established by the Board of Directors.  The Association shall, upon demand at any time, furnish a certificate in writing signed by an officer of the Association setting forth whether the assessment on a specified lot have been paid.  A reasonable charge may be made by the Board for issuance of these certificates.  Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 8 - Effect of Non-Payment of Assessments: Remedies of the Association

1. Any assessments which are not paid when due shall be delinquent.  A "Late Charge" of FIVE DOLLARS ($5.00) for each payment towards assessment not received within THIRTY (30) DAYS of the due date shall be added to the payment of assessment that is past due (there shall be only one "Late Charge" on any delinquent payment).  At the time the delinquent amount, including "Late Charge", reaches TWO HUNDRED FIFTY DOLLARS ($250.00), the account will be charged a rate of interest equal to the Prime Interest Rate at Sovran Bank, N. A., or its successor, plus Five Percent (5%) per annum.  After Notice as hereinafter set forth under (2), the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property and "Late Charges", costs and reasonable attorney's fees of any such action shall be added to the amount of such assessment.  No owner may waive or otherwise escape liability for the assessment provided for herein any non-use of the Common Area or abandonment of his Lot.

2. After the Unit Owner has become thirty (30) days delinquent on any monthly assessment he is to receive a "Late Notice".  The same happens on any two (2) monthly assessments that are delinquent.  When a Unit Owner has become delinquent on any three (3) consecutive monthly assessments, a copy of the "Late Notice" is to be send Certified Return Receipt.  Once a Unit Owner has become delinquent on any four monthly assessments, the account is automatically turned over to an attorney for collection.

3. Prior to the institution of any action at law or proceedings to foreclose the lien of any delinquent assessments, the Association shall furnish thirty (30) days written notice of such delinquencies (which thirty (30) day period may run concurrently with the aforesaid thirty (30) days from date of delinquency) to the first mortgagee shown of record among the Land Records of the County of Arlington, Virginia.

Section 9 - Subordination of the Lien to Mortgages

The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages.  Sale or transfer of any Lot shall not affect the assessment lien.  However, the sale or transfer of any Lot which is subject to any mortgage, pursuant to a decree of foreclosure, under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which became due prior to such sale of transfer.  No sale or transfer shall relieve such Lot for liability for any assessments thereafter becoming due or from the lien thereof. 

Section 10 - Exempt Property

The following property subject to this Declaration shall be exempt from the assessments created herein:

• all properties dedicated to and accepted by a local public authority;

• the Common Areas; and

• all the properties owned by a charitable or non-profit organization exempt from taxation by the laws of the State of Virginia.  

However, no land or improvements devoted to dwelling use shall be exempt from said assessments. 

Article VI - Party Walls

Section 1 - General Rules of Law to Apply

Each wall which is built as part of the original construction of the homes upon The Properties and placed on the dividing line between the Lots shall constitute a Party Wall, and to the extent not inconsistent with the provisions of this Article, the general rules of law regarding Part Walls and of liability for property damage due to negligent or wilful acts or omissions shall apply thereto.

Section 2 - Sharing of Repair and Maintenance

The cost of reasonable repair and maintenance of Party Wall shall be shared by the Owners who make use of the Wall in proportion to such use.

Section 3 - Destruction by Fire or Other Casualty

If a Party Wall is destroyed or damaged by fire or other casualty, any Owner who has used the Wall may restore it, and if the other Owners thereafter make use of the Wall, they shall contribute to the cost of restoration thereof in proportion to such use without prejudice, however, to the right of any such owners to call for a large contribution from the others under any rule of law regarding liability for negligent or wilful acts or omissions.

Section 4 - Weatherproofing

Notwithstanding any other provisions of this Article, an Owner who by his negligent or wilful act causes the Part Wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection against such elements.

Section 5 - Right to Contribution Runs with Land

The right of any Owner to contribution from any other Owner under this Article shall be appurtenant to the land and shall pass to such Owner's successors in title.

Section 6 - Arbitration

In the event of any dispute arising concerning a Party Wall, or under the provisions of this Article, each party shall choose one arbitrator, and such arbitrators shall choose one additional arbitrators, and the decision of a majority of all the arbitrators shall be final and conclusive of the question involved.

Section 7 - Easements

Each Lot and the property included in the Common Area shall be subject to an easement for encroachments created by the construction, settling and overhands of structures designed or constructed by the Declarant and/or an easement for water drainage from other lots or structures.  A valid easement for said encroachments and for the maintenance of same, so long as it stands, shall and does exist.  In the event that the home on one or more Lots shall be partially or totally destroyed, and then rebuilt, the owners of the Lots so affected agree that minor encroachments of parts of the adjacent homes due to construction shall be permitted and that a valid easement for said encroachment and the maintenance thereof shall exist.

Article VII - Exterior Additions, Alterations and Improvements

Architectural Control Committee

Section 1 - Rights

Owners may make exterior additions, alterations and improvements to their Units such as decks, greenhouses, skylights, solar panels, landscaping, painting and the line, subject to review of the Architectural Control Committee as set forth in Section 2 below and where required, approval of appropriate municipal authorities has been obtained.

Section 2 - Architectural Control Committee

No exterior addition, alteration, or improvement shall be commenced, erected or maintained until the plans and specifications showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors of the Association, or by any Architectural Control Committee composed of three (3) or more representatives appointed by the Board, which approval shall not unreasonably be withheld.  In the event said Board, or its designated Committee, fails to approve or disapprove such design and location within ninety (90) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with.

Article VIII - Exterior Maintenance

Section 1

In the event an Owner of any Lot in The Properties shall fail to maintain the premises and the improvements situated thereon in a manner satisfactory to the Board of Directors, the Association, after approval by two-thirds (2/3) decision of the Board of Directors, shall have the right, through its agents and employees, to enter upon said parcel and to repair, maintain, and restore the Lot and the exterior of the buildings and any other improvements erected thereon.

Article IX - Residential Property Protective Covenants and Restrictions

1. No portion of The Properties shall be used except for residential purposes and for purposes incidental or accessory thereto, except for model homes used by Declarant.

2. No clothing, laundry or wash shall be aired or dried on any portion of The Properties in an area other than in the rear yards of the lots.

3. No fence, wall, tree, edge or shrub planting shall be maintained in such manner as to obstruct sight lines for vehicular traffic.

4. Except as provided in Paragraph 3, no tree of a diameter of more than four inches measured two feet above ground level, lying without the approved building and driveway area, shall be removed or planted without the approval of the Board of Directors or the Architectural Control Committee appointed by said Board.

5. No noxious or offensive activity shall be carried on upon any portion of the residential property, nor shall anything be done thereon which may be or become a nuisance or annoyance to the neighborhood.  No exterior lighting shall be directed outside the boundaries of a Lot.

6. No sign of any kind larger than one foot square shall be displayed to the public view on any Lot, except temporary signs not more than five feet square in area advertising the property for sale or rent and except for temporary signs erected by the Declarant in connection with the construction lease or sale of buildings and lots.

7. No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot, except where indicated on the attached plat or subsequent plat and except that dogs, cats or other household pets may be kept provided they are not raised, bred or kept for any commercial purpose.

8. No material or refuse shall be placed or stored within twenty feet of the property line of any lot or the edge of any water course or body of water, except that clean fill may be placed nearer, provided that the natural water course is not altered or blocked by such fill. 

9. No person shall paint the exterior of any building a color different that the color of said building without the proposed color thereof having been approved by the Board of Directors of the Association, or by an Architectural Control Committee appointed by the Board.

10. Easements for the installation and maintenance of underground utilities, television cables, supply and transmission lines, and drainage facilities are reserved to the Declarant, its heirs, successors and assigns, through all areas shown on the plat of "Resubdivision of Part of Lot 3, Benjamin Perry Estate" as Parcel "A", being the Common Areas, or any subsequent plat, and said easements are also reserved to the Declarant, its heirs, successors or assigns, through the Lots 3-B, 3-C, and 3-D on said plat, except where a building is located by the Declarant, its heirs, successors or assigns, for the purposes of connecting the underground utilities, television cables and supply and transmission lines to the houses thereon.  Such easements shall include the right of ingress and egress, provided that any damage resulting from the installation, maintenance or repair of an underground utility, supply and transmission lines, or drainage facilities shall be promptly repaired or replaced at the expense of the corporation or authority which directed at the expense of the corporation or authority which directed the entry and the easements, and lines included therein, for drainage facilities are to be maintained by the Homeowners Association.

11. No antennas of any type shall be erected on any of The Properties, Common Areas, or Lots by any Owner or Member, excepting only the Declarant.

12. Henson Park Homeowners Association, Inc. shall have the right (upon 20 days notice to the owner of the property involved, setting forth the action intended to be taken, and if at the end of such time such action has not been taken by the Owner), to trim or prune, at the expense of the Owner, any hedge or other planting that in the opinion of the Architectural Control Committee, by reason of its location upon the Lot or the height to which, or the manner in which it is permitted to grow, is detrimental to the adjoining property or is unattractive in appearance.  The Association shall further have the right, upon like notice and conditions, to care for vacant or unimproved Residential Property, and to remove grass, weeds, and rubbish therefrom and to do any and all things necessary or desirable in the opinion of the Board of Directors or Architectural Control Committee appointed by the Board to keep such Residential Property in neat and good order, all at the cost and expense of the Owner, such cost and expense to be paid to the Association upon demand if not paid within ten (10) days thereof, then to become a lien upon the property affected, equal in priority to the lien provided for in Article V, Parapgraph1 hereof. 

13. One Parking Space is assigned to each unit Owner only- ALL OTHER SPACES ARE GUEST SPACES.  Guest Parking Spaces cannot be used as a permanent parking space by Lot Owners with a second car.  All mobile homes, boats, trailers, hitches, abandoned vehicles, and/or other non-vehicles are prohibited from parking in any parking section of "The Properties".  The same restrictions that apply to the Assigned Parking Spaces also apply to the Guest Parking Spaces.

14. Article X

Section 1 - Enforcement

The Association, or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, and charges now or hereafter imposed by the provisions of his Declaration.  Failure by the Association or by any Owner or Declarant to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2 - Severability

Invalidation of any one of these covenants or restrictions by judgment or court order shall not affect any other provisions which shall remain in full force and effect.

Section 3 - Amendment

The covenants and restrictions of this declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, the Declarant or the Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of 25 years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of 10 years.  The covenants and restrictions of this Declaration may be amended during the first 20 year period by an instrument signed by not less than 90% of the Lot Owners, and thereafter by an instrument signed by not less than 75% of the Lot Owners.  Any amendment must be properly recorded.

Section 4 - Notices

Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as Member or Owner on the records of the Association at the time of such mailing.

Article XI

In the event that Henson Park Homeowners Association, Inc. fails to maintain the Common Area in accordance with the Site Plans approved by the County of Arlington or should the Henson Park Homeowners Association, Inc. fail to maintain the Common Area in a reasonable condition and state of repair, the determination of such failure to be made by the County of Arlington, the County may, at its option through its own agents or by independent contractor, enter upon the Common Area for purposes of maintenance thereof, and access each Lot owner a prorata share of the costs thereof, together with an additional charge of 25% of the said costs for management fees, said costs to constitute a lien upon each and every lot in the project. 

The lien of this assessment or costs in connection therewith shall be subordinate to the lien of any first mortgage or mortgages.  Sale or transfer of any Lot shall not affect the assessment lien.  However, the sale or transfer of any Lot which is subject to any first mortgage, pursuant to a decree of foreclosure, under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payment thereof which became due prior to such sale or transfer.  The personal liability of the lot owner to the County of Arlington shall not be relieved by a foreclosure sale.

Article XII - Annexation of Additional Properties

Annexation of additional property within a radius of one-half mile of this Subdivision shall require the assent of two-thirds (2/3) of the Class "B" Members, if any, at a meeting duly called for this purpose, written notice of which shall be sent to all Class "B" Members not less than 10 days nor more than 50 days in advance of the meeting setting forth the purpose of the meeting.  The presence of members or of proxies entitled to cast sixty percent (60%) of the votes of each class of membership shall constitute a quorum.  If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirement set forth above and the required quorum at such subsequent meeting shall be one-half of the required quorum at such preceding meeting.  No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.  In the event that two-thirds (2/3) of the Class "B" Membership are not present in person or by proxy, members not present may give their written assent to the action taken thereat.

The right of annexation of additional property within a radius of one-half (1/2) mile of this Subdivision, as herein provided is in the sole discretion of Declarant.  The rights of purchasers in the hereinabove described Subdivision is limited to the use of Common Areas and their particular lot solely within the boundaries of said Subdivision.

Upon annexation, the same Declaration of Covenants, Conditions and Restrictions shall be recorded on the annexed property and the Articles of Incorporation, Corporate By-Laws and Declaration of Covenants, Conditions and Restrictions shall be construed as applying to one overall Subdivision including voting rights, quorums, etcetera. 

Article XIII - Mergers

Upon a merger or consolidation of the Association with another Association as provided in its Articles of Incorporation, its properties, rights and obligations may, by operation of law, be transferred to another surviving or consolidated association, or alternatively, the properties, rights and obligations of another association may, by operation of law, be added to the surviving corporation pursuant to a merger.  The surviving or consolidated association may administer the covenants and restrictions established by this Declaration within the Existing Property, together with the covenants and restrictions established upon any other properties as one scheme.  No such merger or consolidation, however, shall effect any revocation, change or addition to the covenants established by this Declaration within the Existing Property except as hereinabove provided.