ROLLING RIVERS ESTATES RESTRICTIVE COVENANTS Prepared by: Southern Land Surveying Co., Inc. 3270 Dickerson Road Nashville, Tennessee 37207 RESTRICTIVE COVENANTS The undersigned, Walter P. Williams, declares that he is the owner of all the lots in the plan of Rolling Rivers Estates, as of record in Plat Book ____, Page ____, in the Register’s Office for Davidson County, Tennessee, to which reference is made. WHEREAS, the undersigned desires to place certain building restrictions on said lots in said subdivision, which are designed for the protection of the undersigned, and those who may hereafter acquire title to any or all of said lots in said subdivision. NOW THEREFORE, in consideration of the premises, and the mutual benefits passing to and from the undersigned, and those who may purchase said lots, the following listed restrictive covenants are hereby agreed upon, and shall be covenants running with the land, and shall be binding upon the undersigned and all subsequent owners thereof, in any capacity whatsoever, for a period of twenty (20) years from the date hereof; and which are as follows: 1. All lots in this subdivision shall be known as residential lots, except churches and/or schools will be allowed provided they meet these restrictive covenants. 2. No residential structure on any lot shall be designed, constructed, or used for more than one family. 3. Before any lots may be used for church purposes, including, without limitation, the erection or maintenance of a building for worship, parsonage, or any other appurtenant structure, there shall be obtained: (a) Approval of the undersigned, or his successors, for the use of said lots. (b) Approval of the undersigned or his successors, of the plans of the building, or buildings, proposed to be constructed on said lots, together with a plot plan showing the location of said building or buildings on said land. No church building, or buildings shall be erected on less than five (5) acres. Adequate off-street parking shall be provided. 4. No building shall be erected on any building lot nearer than the building setback lines as shown on the Plan of Rolling Rivers Estates. 5. No residence shall be erected on the lots shown on said Plan of Rolling Rivers Estates which shall not have at least 1,750 square feet of floor space devoted to the living area excluding garages. All garages or carports must be attached. 6. No garages or carports shall be constructed so as to face toward the street on which the lot has frontage. 7. No fences shall be erected on any lot in front of the rear line of the house located on said lot. No permanent clothesline shall be allowed on any portion of the lot. 8. A perpetual easement is reserved for each lot, as shown on the recorded plan of Rolling Rivers Estates, for the construction and maintenance of utilities, such as electricity, gas, water, drainage, etc., and no such structure of any kind shall be erected or maintained upon or over said easement areas. 9. No sewage shall be allowed to flow onto the surface of the ground but shall be disposed of through sewers built in accordance with the regulations of the Health Department of the State of Tennessee and the Harpeth Valley Utility District. 10. No residence, school, or church structure shall be maintained on any lot unless the same be connected with, and served by, water from public supply mains. 11. It shall be obligatory upon owners of lots in this subdivision to construct or place any driveways, culverts, or other structures, which are within the limits of any dedicated roadways, in strict accordance with the specifications as set forth on the recorded plan of the subdivision. 12. All buildings or structures of any kind constructed on any lot shall have full masonry foundations, and no exposed block or concrete foundations shall be exposed to the exterior above grade level. 13. No trailer, basement, tent, or barn shall be erected on any lot for residential purposes, either temporary or permanent, and no residence of a temporary character shall be permitted. No house shall be constructed with used materials. 14. No objectionable or offensive trade shall be carried on upon any lot, nor shall anything be done thereon which may be or become a nuisance or annoyance to the neighbor. No swine, horses, sheep, cattle, or other farm animals shall be kept on any lot. 15. If the Party hereto, its successors, or assigns, shall violate or attempt to violate any of the covenants or restrictions herein, it shall be lawful for any person or persons owning any lots in this subdivision to prosecute any proceedings at law or in equity against the person violating or attempting to violate any such covenants or restrictions for the purpose of preventing them from doing so or to recover damages for any violation. 16. Invalidation of any one 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. IN WITNESS WHEREOF, I, Walter P. Williams, said owner, have executed this instrument at Nashville, Tennessee on this ______ day of __________, 19___. ROLLING RIVER ESTATES AMENDMENT TO RESTRICTIVE COVENANTS AS RECORDED IN BOOK 4708, PAGE 950 ITEM No. 5 of said Covenants shall be amended to read: No residence shall be erected on the lots shown on said Plan of Rolling Rivers Estates which shall not have at least 1,350 square feet of floor space devoted to the living area excluding garages. All garages or carports must be attached. (a) Any residence with a basement shall have a minimum of 1,350 square feet of living area on the main floor. (b) At least 800 square feet of living area on the ground floor on all two-story homes with garage or attached carport thereto or in the basement thereof. (c) And 900 square feet of living area on the ground floor on all one and one-half (1 1/2) story homes with garage or carport attached thereto or in the basement thereof. 6. Deleted from said Restrictive covenants. ITEM No. 12 of said Covenants shall be amended to read: All buildings or structures of any kind constructed on any lot shall have full masonry foundations, and no exposed block or concrete foundations shall be exposed to the exterior above grade level, with the exception of stucco or similar materials. IN WITNESS WHEREOF, I, Walter P. Williams, said owner, have executed this instrument at Nashville, Tennessee on this _____ day of ___________, 19___. BY-LAWS OF ROLLING RIVER ESTATES, INC. ARTICLE I NAME AND LOCATION. The name of the corporation is Rolling River Estates, Inc., hereinafter referred to as the "Association." The principal office of the corporation shall be located at 3250 Dickerson Road, Nashville, Tennessee, County of Davidson, but meetings of members and directors may be held at such places within the State of Tennessee, County of Davidson, as may be designated by the Board of Directors. ARTICLE II DEFINITIONS Section 1. "Association" shall mean and refer to Rolling River Estates, Inc., its successors, and assigns. Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions, and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners. Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area. Section 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 a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. "Declarant" shall mean and refer to Poplar Creek Corporation, a Tennessee Corporation, its successors, and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development. Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions applicable to the Properties recorded in the office of the Register of Davidson County, Tennessee. Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration. ARTICLE III MEETINGS OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 o’clock, P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership. Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot. ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section 1. Number. The affairs of this Association shall be managed by a Board of five (5) directors, who need not be members of the Association. Section 2. Term of Office. At the first annual meeting, the members shall elect two directors for a term of one year, two directors for a term of two years, and one director for a term of three years; and at each annual meeting thereafter, the members shall elect a director or directors to replace the retiring directors, said election to be for a term of three years. Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation, or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTICLE V NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members. Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VI MEETINGS OF DIRECTORS Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days' notice to each director. Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: (a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; (b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations; (c) exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration; (d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. Section 2. Duties. It shall be the duty of the Board of Directors to: (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote; (b) supervise all officers, agents, and employees of this Association, and to see that their duties are properly performed; (c) as more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; (2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same; (d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) cause the Common Area to be maintained. ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds, and other written instruments and shall co-sign all checks and promissory notes. Vice-President (b) The vice-president shall act in the place and stead of the president in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. Secretary (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. Treasurer (d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. ARTICLE IX COMMITTEES The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. ARTICLE X BOOKS AND RECORDS The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation, and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost. ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of six (6) percent per annum, and the Association may bring an action at law... ARTICLE XII CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: Rolling River Estates, Inc. ARTICLE XIII AMENDMENTS Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership. Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. ARTICLE XIV MISCELLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation. IN WITNESS WHEREOF, the undersigned, being the directors of Rolling River Estates, Inc., have hereunto set their hands this _____ day of ________________, 19____. _______________________________ Director _______________________________ Director _______________________________ Director CERTIFICATION I, the undersigned, do hereby certify: THAT I am the duly elected and acting secretary of Rolling River Estates, Inc., a Tennessee corporation, and, THAT the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the _____ day of ______________, 19____. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this _____ day of _______________, 19____. _____________________________ Secretary (SEAL) STATE OF TENNESSEE ) COUNTY OF DAVIDSON ) On this _____ day of ______________, 19____, before me personally appeared _____________________, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. _____________________________ Notary Public My Commission Expires: ___________