Section 4.1. Purpose and Sole of the Association.
Except as otherwise provided in the Governing Documents, the Association shall be responsible for the management, operation and control of the Community Areas. The Association is empowered to enforce the Governing Documents. The Association shall exercise its responsibilities in accordance with the Governing Documents.
Section 4.2. Membership of the Association.
Every Owner shall be a Member of the Association. With the exception of the Declarant, no Owner, whether one or more persons or entities, shall have more than one (1) membership for each Living Unit owned. However, all Owners shall be subject to the Governing Documents. Membership in the Association shall be appurtenant to and may not be severed from ownership of any Living Unit. Membership rights and obligations are more fully described in the Bylaws.
Section 4.3. Voting Rights.
The Association shall have two (2) classes of voting membership, Class A and Class B.
(a) Class A. With the exception of the Declarant and the Participating Builders (until expiration of the Class B memberships as provided below), every person, group of persons, corporation, partnership, trust or other legal entity, or any combination thereof, who is an Owner of any Living Unit shall be a Class A Member of the Association; provided, however, that any such person, group of persons, corporation, partnership, trust or other legal entity, or any combination thereof who holds such interest solely as security for the performance of an obligation shall not be a Class A Member solely on account of such interest. Ownership of a Living Unit shall entitle each Owner holding the interest required for Class A membership to cast one (1) vote; provided, however, that if more than one (1) person or entity are the Owners of a Living Unit, the vote for such Living Unit shall be exercised as those persons or entities themselves determine and advise the secretary of the Association, but in no event shall more than one (1) vote be cast with respect to any Living Unit owned by a Class A Member. No Owner, other than the Declarant, shall have more than ten (10) votes, regardless of the number of Class A memberships held by such Owner. The Declarant may exercise the vote for each Class A membership held by the Declarant regardless of the number such Class A memberships. Any Owner that leases a Living Unit may, in the lease or other written instrument, assign the voting right appurtenant to such Living Unit to the Owner’s lessee, provided that a copy of such instrument is furnished to the Association. Notwithstanding anything in the Governing Documents to the contrary, the Declarant shall be a Class A Member with respect to any Living Unit owned by the Declarant and occupied for residential purposes.
(b) Class B. The Class B Members shall be the Declarant, its nominee or nominees, and shall include every person, group of persons, corporation, partnership, trust or other legal entity, or any combination thereof who shall obtain any Class B membership by specific assignment in writing from the Declarant. The Class B Members shall be entitled to one (1) vote for each Class B membership. There shall initially be One Thousand One Hundred Seventy (1,170) Class B15 memberships in the Association. This number shall be decreased by one (1) membership for each Living Unit conveyed to a Class A Member (excluding any Living Unit conveyed to a Participating Builder; the Declarant shall retain the Class B membership and voting rights of any portion of the Property owned by Participating Builders). Each Class B membership shall lapse
and become a nullity on the first to happen of the following events:
(i) Thirty (30) days following the date on which the total authorized, issued and outstanding votes of the Class A Members equals Five Hundred Eighty-Five (585); or
(ii) The later of (A) fifteen (15) years after the recordation of this Declaration, or (B) five (5) years after the last filing of a Declaration of Annexation; provided, however, that if the Declarant is delayed in the improvement and development of the Property on account of a sewer, water or building permit moratorium or any other cause or event beyond the Declarant’s control, then the aforesaid period shall be extended by a period of time equal to the length of the delays or an additional five (5) years, whichever is less; or
(iii) When all remaining Class B memberships are relinquished expressly and in writing by the Class B Members).
(c ) Upon the lapse or surrender of any of the Class B memberships as provided for in this Article, the Declarant shall thereafter remain a Class A Member of the Association as to each and every Living Unit in which the Declarant then holds the interest otherwise required for Class A membership. The Declarant shall continue to retain all other rights reserved to the Declarant in the Governing Documents, notwithstanding the lapse or surrender of the Class B Memberships.
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