Governance

1.1 Definitions

Capitalized terms used in this Amended and Restated Declaration have the following meanings:

- "Architectural Control Committee" or "ACC" means the committee established under Article VI, or the Board of Directors acting in that capacity under Section 6.1.

- "Articles" means the Articles of Incorporation of the Association, as amended.

- "Assessments" means the annual, additional, and special assessments described in Article IV, together with interest, late charges, fines, costs, and attorneys' fees recoverable under this Amended and Restated Declaration.

- "Association" means Manors of Deerwood Homeowners Association, a Michigan nonprofit corporation, of which every Owner is a member.

- "Board of Directors" or "Board" means the board of directors of the Association.

- "Bylaws" means the Amended and Restated Association Bylaws of the Association, as amended.

- "Common Areas" means the parcels conveyed to the Association by Warranty Deed recorded in Liber 21992, Page 238, Oakland County Records, and listed in Part A-3 of Exhibit A, namely Morning Mist Park (in Deerwood III and in Deerwood V), Caribou Park North, Hidden Glade Park, Elk Run Park, Hunters Creek Park, Hunters Creek Park East, and the pond and wetland parcel (Tax Parcel 08-08-400-049), together with any other real property the Association later acquires. Title to the Common Areas is vested in the Association.

- "Good Standing" means an Owner who is current in all Assessments and other monetary obligations owed to the Association, not currently in violation, and who is not then subject to a suspension of voting rights under the Bylaws. Unless this instrument states otherwise, a reference to a majority or percentage of Owners means that majority or percentage of the votes of Owners in Good Standing.

- "Governing Documents" or "Subdivision Documents" means this Amended and Restated Declaration, the Articles, the Bylaws, the Plats, the Rules and Regulations, and the ACC Guidelines, each as amended.

- "Lot" means each platted lot within the Subdivisions as shown on the Plats.

- "Owner" means the record owner, whether one or more persons or entities, of fee simple title to a Lot. A land contract vendee, and not the land contract vendor, is the Owner for purposes of this instrument, except that the vendor and vendee are jointly and severally liable for Assessments unless the Association has been notified otherwise in writing.

- "Permittee" means an Owner's or occupant's family members, tenants, guests, invitees, and contractors. Each Owner is responsible for the acts and omissions of its Permittees as if committed by the Owner.

- "Plats" means the recorded subdivision plats of the Subdivisions listed in Exhibit A.

- "Residence" means a single-family residence constructed on a Lot.

- "Rules and Regulations" means the rules, regulations, fine schedules, and operating procedures adopted by the Board under Article 5.

- "Subdivisions" means the subdivisions known as Deerwood III, Deerwood IV, Deerwood V, Deerwood VI, Deerwood VII, and Deerwood VIII, as described in Exhibit A.

- "Well Site" means the well site shown on the plat of Deerwood III, which the plat dedicates to the public.

1.2 Lot Count

The Subdivisions consist of 161 Lots: Deerwood III, Lots 242 through 275 (34 Lots); Deerwood IV, Lots 276 through 289 (14); Deerwood V, Lots 290 through 312 (23); Deerwood VI, Lots 313 through 352 (40); Deerwood VII, Lots 353 through 378 (26); and Deerwood VIII, Lots 379 through 402 (24). These counts agree with the Lot ranges in Exhibit A.

1.3 Interpretation

The Governing Documents shall be liberally construed to accomplish their purposes, including the efficient operation of the Association, the protection and harmony of the external appearance of the Subdivisions, and the preservation of the value of the Lots and Residences. Headings are for convenience only. The singular includes the plural and the masculine, feminine, and neuter include each other.

2.1 Membership

Every Owner is a mandatory member of the Association. Membership is appurtenant to and may not be separated from ownership of a Lot. A person or entity holding an interest merely as security for the performance of an obligation is not a member.

2.2 Voting

Each Lot has one vote, which may be cast only by an Owner in Good Standing. If a Lot is owned by more than one Owner, the Owners must cast the Lot's single vote jointly and shall designate in writing one person to receive notices and cast the vote. Voting procedures, including voting by proxy, mail, or electronic means, are governed by the Bylaws.

2.3 Notice Address

Each Owner shall keep on file with the Association a current mailing address, phone number, and any other Board accepted electronic communication means for notices. Notice may be given electronically to any address an Owner has designated in writing.

3.1 Owners' Easement

Subject to this Article III, each Owner has a non-exclusive easement over the Common Areas for their intended use and enjoyment in common with all other Owners. This easement is appurtenant to each Lot and passes with title whether or not expressly stated in the conveyance.

3.2 Limitations on Easement

Each Owner's easement is subject to:

- the Association's right to levy Assessments and operate the Subdivisions in accordance with the Governing Documents;

- the Association's right to suspend an Owner's use of the Common Areas (other than access to a Lot) while the Owner is not in Good Standing;

- the Board's right to adopt Rules and Regulations governing the use of the Common Areas;

- the Association's right to grant general and specific easements over the Common Areas that benefit the Subdivisions; and

- the Association's right, with the approval of two-thirds (2/3) of the Owners in Good Standing, to dedicate or convey portions of the Common Areas to a public or quasi-public agency or utility on terms the Association deems appropriate.

3.3 Delegation of Use

An Owner may extend its right of use of the Common Areas to Permittees, subject to the Rules and Regulations.

3.4 Use and Preservation of Common Areas

The Common Areas may be used for passive recreation and other uses consistent with their character, as the Board permits. No change may be made to any Common Area that would alter a storm water detention or retention area, storage basin, or other drainage facility. The Association may construct recreational facilities in the Common Areas but is not obligated to do so. No Owner may use the Common Areas for commercial purposes except as the Board permits. The Board may permit community events in the Common Areas under Rules and Regulations.

3.5 Trees in Common Areas

No tree more than six (6) inches in diameter may be removed from a Common Area without the Board's written approval, unless the tree is dead, diseased, or hazardous as certified by a licensed arborist. Trees removed under this Section shall be replaced when feasible and environmentally appropriate, as determined by the Board.

3.6 Signs and Events in Common Areas

No sign may be erected in a Common Area without the Board's prior written approval.

3.7 Insurance

The Association shall maintain liability insurance covering the Common Areas and property insurance for improvements the Association owns or maintains in the Common Areas.

3.8 Well Site

The Well Site is dedicated to the public by the plat of Deerwood III and is not a Common Area. It is operated, maintained, and replaced by the governmental entity having jurisdiction. No Owner may obstruct, use, or encroach upon the Well Site.

3.9 Association Maintenance Responsibilities

The Association shall:

- maintain, repair, and replace the Common Areas, including drainage facilities, trees, landscaping, and structures located in the Common Areas;

- maintain, repair, and replace the entranceways and landscaped entry improvements for the Subdivisions located at the Elk Run and Deerwood Roads entrances; and

- maintain, repair, and replace the lawn and landscaping within the cul-de-sac islands throughout the Subdivisions, to the extent the Board determines it is in the community's interest.

The Association may, by separate written agreement, contribute toward the cost of entranceway and landscaped island improvements located outside the Subdivisions, including those at the Deer Ridge Road entrance off of M-15.

3.10 Public Roads

The roads within the Subdivisions have been dedicated to the public. If the Board determines that municipal maintenance or repair of a road is inadequate, the Board may, without a vote of the Owners, maintain, repair, plow, and replace that road, and the cost shall be funded as provided in Article IV. The Association does not own the public roads by reason of this Section. Any new capital improvement to a public road that is discretionary, and not required for maintenance, repair, replacement, or safety, requires approval under Section 4.5.

3.11 Right to Grant Easements

The Board may grant easements and licenses over or through the Common Areas for utilities, drainage, cable, or other improvements that serve or benefit the Subdivisions, without the consent of the Owners.

4.1 Creation of Lien and Personal Obligation

Each Owner, by accepting a deed or land contract interest in a Lot, agrees to pay all Assessments levied under this Amended and Restated Declaration. All Assessments, together with interest, late charges, fines charged as Assessments, costs, reasonable attorneys' fees, and advances for taxes or other liens the Association pays to protect its interest, are a charge on the Lot and a continuing lien on the Lot. Each Assessment is also the personal obligation of the person who is the Owner when the Assessment falls due.

4.2 Purpose of Assessments

Assessments may be used to: (a) operate, maintain, repair, and replace the Common Areas and the areas identified in Article III; (b) provide services for the benefit of the Subdivisions; (c) administer and enforce the Governing Documents; (d) fund reserves as the Board determines under Section 4.9; and (e) pay the Association's other expenses under the Governing Documents.

4.3 Annual Budget and Assessment

The Board shall adopt an annual budget for each fiscal year covering the Association's anticipated expenses, including a reasonable allowance for contingencies and reserves. The annual assessment shall be based on the adopted budget. Failure to deliver a copy of the budget to any Owner does not affect the Owner's liability for Assessments.

4.4 Additional Assessments

The Board may levy additional assessments, without a vote of the Owners, for: (a) deficits, or anticipated deficits, in the Association's operating funds; (b) repair, replacement, or restoration of existing Common Areas or of improvements the Association is obligated to maintain, including the road work permitted by Section 3.10; and (c) emergencies.

4.5 Special Assessments

The Board may levy a special assessment for a new, discretionary capital addition to the Common Areas (including a new amenity) only with the approval of a majority of the votes of the Owners in Good Standing at a meeting or by written ballot. A special assessment for any purpose described in Section 4.4 does not require Owner approval.

4.6 Rates and Allocation

Assessments shall be levied at rates determined by the Board, in accordance with the Governing Documents and applicable law. Unless the Board determines otherwise, each Lot shall bear an equal share of each Assessment.

4.7 Commencement and Fiscal Year

The Association's fiscal year is the calendar year, January 1 through December 31, unless the Board changes it for accounting reasons. Annual Assessments are payable beginning with the acquisition of title to a Lot. Common Areas and other property exempt from taxation and dedicated for public use are exempt from Assessments.

4.8 Payment; Late Charges; Default

The annual assessment is payable in annual or installment payments as the Board determines. Additional and special assessments are payable as stated in the notice of levy. An Assessment is in default if not paid in full by its due date. Assessments in default bear interest at the lesser of seven percent (7%) per year or the maximum rate allowed by law, and the Board may impose reasonable late charges, which it may revise from time to time by Rules and Regulations without amending this instrument. Payments are applied first to costs of collection, including attorneys' fees; second to late charges, interest, and fines; and third to Assessments in order of their due dates.

An Owner may not withhold or escrow Assessments, and no Owner may avoid liability for Assessments by non-use of the Common Areas or abandonment of a Lot. An Owner selling a Lot is not entitled to any refund from the Association's reserves or other assets.

4.9 Reserves

The Board shall adopt and periodically review a reserve policy for the repair and replacement of Common Area improvements and other Association assets. The reserve policy, including whether and how often a reserve study is obtained, is a matter of Board policy and is not fixed by this instrument.

4.10 Annual Financial Report

Within ninety (90) days after the end of each fiscal year, the Board shall provide each Owner with an annual financial report including: (a) a statement of income and expenses for the prior fiscal year; (b) a balance sheet as of the end of the fiscal year; (c) a statement of reserve balances and reserve activity; and (d) a comparison of budgeted and actual revenues and expenses. The Board may deliver budgets and annual reports electronically, including by posting to an Association website or by email.

4.11 Expenses of Collection

All costs of collecting unpaid Assessments, including interest, late charges, costs, reasonable attorneys' fees (including fees for bankruptcy and probate matters), and advances to protect the Association's lien, are chargeable to the Owner in default and secured by the lien on the Lot.

4.12 Foreclosure and Remedies

The Association may enforce collection of delinquent Assessments by suit for money judgment, by recording and foreclosing its lien by judicial action or by advertisement as permitted by Michigan law, or by any other remedy permitted by law. All remedies are cumulative. A mortgagee who acquires title by foreclosure of a mortgage recorded before the Association's lien takes title free of Assessments that became due before the foreclosure sale, to the extent provided by Michigan law.

4.13 Certificate of Status

Within ten (10) business days after written request by an Owner, the Association shall furnish a written statement of the status of the Assessments against the Owner's Lot. The Board may charge a reasonable fee for the statement. A statement issued by the Association is binding on the Association as to a bona fide purchaser or lender relying on it.

5.1 Single-Family Use; Home Occupations

All Lots shall be used only for single-family residential purposes. No building may be erected on a Lot except one single-family Residence with an attached private garage, and appurtenant buildings approved under Article VI. No business or commercial activity may be conducted on a Lot, except that an Owner or occupant may conduct a home occupation that: (a) does not involve customers, clients, or employees coming to the Lot, or additional pedestrian or vehicular traffic; (b) does not disturb other Owners; (c) involves no exterior sign, display, or storage of goods for resale; (d) does not increase Association expense; and (e) complies with the Township of Independence zoning ordinance. Home-based instruction, including homeschooling, is a home occupation subject to the same standards.

5.2 Minimum Residence Size

The minimum living area for a Residence is the minimum stated for the Subdivision in which the Lot is located, as carried forward from that Subdivision's prior Declaration. For bi-level Residences, living area is computed using the total square footage of the floor at or above the approximate grade of the street abutting the front yard line, basement square footage excluded.

- Deerwood III, IV, V, and VI: one-story, 2,000 square feet; bi-level, 2,500 square feet; two-story, 2,500 square feet; tri-level, 2,500 square feet, of which the two uppermost levels total at least 1,800 square feet.

- Deerwood VII: one-story, 2,500 square feet; bi-level, 2,750 square feet; two-story, 3,000 square feet; tri-level, 3,000 square feet, of which the two uppermost levels total at least 2,000 square feet.

- Deerwood VIII: one-story, 2,500 square feet; bi-level, 3,000 square feet; two-story, 3,000 square feet; tri-level, 3,500 square feet, of which the two uppermost levels total at least 3,000 square feet.

The rear exterior elevation of each Residence shall be designed with the same care and variety of materials used in designing the front elevation.

5.3 Location; Lot Splits

Buildings and structures must comply with Township ordinances. No Lot may be split or combined with another Lot without the written approval of the Association and the Township. Setbacks and other preserved architectural restrictions are governed by Section 6.7.

5.4 Storage Buildings and Outdoor Storage

No accessory storage building, as defined by Township ordinance, may be constructed or maintained on a Lot, unless screened as approved by the ACC. Goods and materials may be stored beneath a deck if the storage is shielded as approved by the ACC. Outdoor storage of goods and materials is otherwise prohibited except as the Rules and Regulations permit.

5.5 Damaged Residences; Construction Completion; Site Cleanup

Any damaged or destroyed Residence or building for which repair or reconstruction has not promptly commenced shall be cleared of ruins and debris within six (6) months after the damage. A Residence or building not completed within eighteen (18) months after construction commences, or not restored within that period after damage, is a nuisance. Upon substantial completion of construction or repair, all construction equipment, dumpsters, unused materials, and debris shall be removed from the Lot and adjoining right-of-way within thirty (30) days, unless the Board grants a written extension for good cause.

5.6 Natural Drainage Ways

No person shall alter or permit or suffer the alteration of the natural drainage courses and patterns as set forth in the master drainage plan or engineering plans for each Subdivision prepared by Ziemet Wozniak & Associates, Inc., on file with the Township of Independence, Oakland County, Michigan, except to the extent that natural drainage courses and patterns shall be redirected within the boundaries of a lot in a manner consistent with the construction of improvements on such lot and in a manner which does not alter the points of entry to and exit from such lot without the prior written consent of the owners of lots adjacent to such points of entry and exit. This Section is subject to Section 8.7.

5.7 Driveways

Driveways and other paved vehicle areas must have an approved base and surface material and must be constructed in accordance with applicable municipal codes. Owners must obtain ACC approval before paving or re-paving.

5.8 Easements

A permanent five-foot-wide easement is reserved along each interior side Lot line for utilities, surface drainage, and storm drains, and a temporary five-foot-wide easement is reserved for installing or servicing utilities or drainage. Owners may install driveways, plantings, fencing, and landscaping within an easement, subject to ACC approval and to the access needs of the utility or drainage facility. Any disturbed area shall be restored to its prior condition.

5.9 Utility Lines

No permanent above-ground lines or wires for communication or power may be placed on a Lot, other than within buildings or on existing or approved easements.

5.10 Fences and Pool Enclosures

No fence, wall, or solid hedge may be installed on a Lot without ACC approval under Article VI. Any pool required by Township ordinance to be enclosed must be enclosed by a fence, notwithstanding any ordinance that would permit a retractable pool cover in lieu of a fence.

5.11 Conduct; Nuisances

No unlawful, harmful, or improper activity may be conducted on the Subdivisions or any Lot, and nothing may be done that is or becomes an annoyance or nuisance to the Owners. No unreasonably noisy activity may be carried on in the Common Areas or any Lot. No burning of refuse is permitted on a Lot, except the burning of leaves in strict compliance with Township ordinance. The Board may adopt Rules and Regulations defining nuisance behaviors, including smoking in Common Areas, loud noise, and other disruptive conduct.

5.12 Weapons and Fireworks

Except as the Board permits in writing, no firearm, air rifle, pellet gun, BB gun, bow and arrow, slingshot, or similar weapon or projectile device may be discharged on or about the Subdivisions. Fireworks may be used only as permitted by Township ordinance and not between 12:00 a.m. and 8:00 a.m.

5.13 Animals

- Permitted animals. Household pets may be kept on a Lot as permitted by Township ordinance and the Rules and Regulations. Farm animals, livestock, and wild animals may not be kept or bred on any Lot. Small animals, fish, and birds kept in cages or tanks are not restricted by this Section.

- Control and waste. Every animal must be restrained on a leash or otherwise kept under the immediate control of a responsible person when outside the Owner's Lot. Each Owner shall immediately collect and dispose of all animal waste deposited anywhere in the Subdivisions by an animal the Owner keeps.

- Nuisance and dangerous animals. No dangerous or savage animal may be kept, and no animal may be kept that creates persistent noise, has bitten, scratched, or attacked a person or domestic animal, or displays aggressive behavior that causes a person to take defensive action in the Common Areas. Exotic or wild animals restricted by state law or Township ordinance may not be kept.

- Commercial breeding. No animal may be kept or bred for commercial purposes, except as the Board permits under a narrow exception for occasional non-commercial litters.

- Dog runs. Dog runs and other outdoor animal enclosures are not permitted on any Lot, consistent with the ACC Guidelines.

- Indemnity. An Owner who keeps an animal within the Subdivisions shall indemnify and hold the Association harmless from any loss, damage, or liability, including reasonable attorneys' fees, caused by the animal, which the Association may collect under Article IV.

5.14 Pools and Hot Tubs

Above-ground swimming pools are prohibited, except: (a) those approved by the Association and existing as of the effective date of this Amended and Restated Declaration; (b) small inflatable or temporary wading pools in serviceable condition and in active use; and (c) hot tubs, spas, and swim spas approved in writing by the ACC.

5.15 Landscaping and Lawns

Within ninety (90) days after receipt of a Certificate of Occupancy (temporary or permanent) for a Residence, the Owner shall finish-grade, seed or sod, and landscape the Lot and the adjacent unpaved right-of-way (the "Side Strip") in accordance with the Association's landscaping standards. Owners shall keep their Lots and Side Strips well maintained, free of weeds, and with lawns not exceeding six (6) inches in height. Detailed seasonal maintenance criteria and fine amounts shall be set by Rules and Regulations.

5.16 Trees on Lots

Trees on a Lot and its Side Strip shall be regularly pruned and maintained. An Owner shall not remove a tree more than six (6) inches in diameter from a Lot or Side Strip without the Association's written approval, unless the tree is dead or diseased. The Association may require an Owner to remove a tree on the Owner's Lot that is dead, diseased, infested, structurally unsound, invasive, or otherwise presents a present or foreseeable danger to persons or property. Except in an emergency, the Association shall give written notice identifying the tree, the basis for removal, and a removal deadline of not less than thirty (30) days, unless a shorter period is reasonably necessary to protect health, safety, or property. If the Owner disputes the requirement, the Board may rely on the determination of a licensed arborist selected by the Association, which shall be final absent fraud, bad faith, or manifest error. If a tree presents an imminent risk, the Association may require immediate removal or may enter the Lot after reasonable notice to remove or mitigate the hazard; in an emergency, the Association may act without prior notice. The Owner is responsible for the cost of removal and of repairing any damage caused by the tree or its removal, and the Association may assess those costs under Article IV if the Owner does not timely comply. The Board may require replacement planting when feasible and environmentally appropriate, and may waive replacement when it is impracticable or inconsistent with the Association's landscape plan.

5.17 Owner Maintenance

Each Owner shall maintain the Lot and all improvements on it, including driveways, sidewalks, roofs, fascia, soffits, shutters, screens, windows, doors, garage doors, and exterior surfaces, in a neat, orderly, and attractive manner consistent with the original construction, taking into account normal weathering. Owners shall clean, repaint, or re-stain exterior surfaces as needed to meet this standard, subject to Article VI. Each Owner is responsible for damage to the Common Areas caused by the Owner or a Permittee, to the extent not paid by Association insurance, and the Association's costs may be assessed under Article IV. Ornamental items on a Lot or Side Strip must conform to the Rules and Regulations.

5.18 Signs

No sign, banner, flag, display, or other exterior announcement may be placed on a Lot except as this Section permits or as the Board approves in writing:

- one professionally installed sign advertising the Residence for sale or lease, not exceeding five (5) square feet, removed promptly after the sale or lease closes or the Residence is no longer offered;

- temporary signs for parties, celebrations, holidays, and similar personal or civic occasions, reasonable in number, size, placement, and duration, installed no more than seven (7) days before the event and removed no more than seven (7) days after it; and

- signs that comply with Township ordinance, are kept in good repair, do not obstruct sight lines, drainage, roads, utilities, mailboxes, or access, and are not illuminated, animated, flashing, offensive, or commercial, except for permitted sale or lease signs.

The Board may adopt Rules and Regulations governing signs, applied uniformly and in good faith.

5.19 Wells

No well may be dug, installed, or constructed on any Lot.

5.20 Trash and Refuse

No Lot shall be used as a dumping ground, junkyard, or storage area for rubbish, garbage, recyclables, hazardous materials, appliances, furniture, construction debris, or other unsightly or unsanitary materials. Household waste and recyclables shall be kept in covered, leak-resistant containers. Containers shall be concealed from view from the street and neighboring Lots, except on collection days and for a reasonable period before and after collection. Garbage containers may not be left at the road for more than twenty-four (24) hours in any week. The Board may adopt Rules and Regulations establishing collection-day placement, approved containers, and screening requirements.

Before the Association may remove or abate a trash condition, it shall give written notice describing the violation and a cure period of not less than thirty (30) days, except in an emergency or where the condition creates an imminent threat to health, safety, drainage, or pest control.

5.21 Antennas and Satellite Dishes

Outdoor antennas and satellite dishes are permitted only to the extent allowed by the Federal Communications Commission's Over-the-Air Reception Devices Rule, as amended, and must be placed in the least visible location that allows an acceptable signal without unreasonable cost or delay, as provided in that rule.

5.22 Vehicles and Parking

1. (a)Permitted vehicles. Only currently licensed, registered, and operable passenger vehicles, including automobiles, motorcycles, pickup trucks, SUVs, and passenger vans, may be parked on a Lot or within the Subdivisions. A vehicle must be maintained in good condition and must be regularly used. A vehicle is not compliant merely because it bears current registration.
2. (b)Prohibited outdoor storage. No commercial vehicle, house trailer, boat, watercraft, boat trailer, motor home, recreational vehicle, camping trailer, utility trailer, snowmobile, snowmobile trailer, or similar recreational or specialty vehicle or equipment may be parked or stored outdoors on a Lot or in the Subdivisions, including in driveways, yards, streets, or Common Areas, except as provided in subsection (d). Such vehicles may be stored fully inside a garage with the garage door closed. Storage under a car cover is permitted only inside a garage.
3. (c)Commercial vehicles. A "Commercial Vehicle" is any vehicle that: (1) has a curb weight over 12,000 pounds, an overall length over 21 feet, or more than two axles; (2) bears commercial license plates or governmental registration identifying it as commercial; (3) displays commercial markings, advertising, business names, logos, or wraps; (4) is not designed primarily for personal passenger transportation; (5) is used for hauling, towing, or transporting tools, equipment, inventory, or materials in connection with a business; or (6) is equipped with commercial attachments or equipment, such as ladder racks, material racks, snow blades, tanks, spreaders, or lift gates. A passenger vehicle is not a Commercial Vehicle solely because of its body style.
4. (d)Temporary presence. The Board may adopt Rules and Regulations allowing the temporary presence of recreational vehicles, trailers, and commercial vehicles for loading, unloading, cleaning, winterizing, or trip preparation. Those Rules and Regulations shall set a time limit and a waiver procedure, and may deny or revoke any temporary presence that creates a nuisance, obstructs traffic, sight lines, drainage, or access, or otherwise violates the Governing Documents.
5. (e)Deliveries and service vehicles. Vehicles otherwise restricted by this Section may be present for deliveries, pickups, repairs, construction, moving, emergency services, or similar customary service calls, provided the presence is temporary and reasonable in duration.
6. (f)Parking practices. No vehicle may be parked so as to block or interfere with streets, sidewalks, driveways, mailboxes, fire hydrants, utilities, drainage, sight lines, snow removal, or emergency access.
7. (g)Enforcement. The Association may enforce this Section by notice, hearing, fines under Section 7.9, towing where authorized by law, and assessment of costs under Article IV. The Owner responsible for a vehicle is responsible for towing and enforcement costs even if the vehicle is moved or brought into compliance after the Association has acted. The Association is not liable for any towing or enforcement action taken in good faith under this Section.

5.23 Leasing

1. (a)Minimum term; whole Residence. No Residence may be leased or rented for a term of less than one hundred eighty (180) consecutive days, and no short-term rental, including through an online platform such as Airbnb or Vrbo, is permitted. Except as the Board approves in writing, only an entire Residence may be leased. No subleasing is permitted.
2. (b)Written lease and Governing Documents. Every lease shall be in writing, shall require the tenant and occupants to comply with the Governing Documents, and shall provide that a failure to comply is a default under the lease. The terms of each lease shall be deemed to incorporate the Governing Documents.
3. (c)Registration and disclosure. An Owner who leases a Residence shall, at least ten (10) days before the lease is signed, notify the Association in writing and provide the name and address of the proposed tenant and all occupants, the lease term, the rent amount, and emergency contact information. The Owner shall deliver a fully executed copy of each lease to the Association within ten (10) days after signing, and may redact the rent amount. The Owner shall keep current contact information on file with the Association.
4. (d)Compliance review. The Board may review each proposed lease for compliance with this Section and the Governing Documents, and may require reasonable changes before the lease takes effect, within ten (10) days after notice.
5. (e)Investor and entity ownership. No corporation, limited liability company, partnership, trust, investment fund, or other legal entity, and no affiliate or beneficial owner of such an entity, may own, hold title to, or control more than one Lot or Residence within the Subdivisions, or lease an entity-owned Residence, without the prior written approval of the Board. "Affiliate" and "beneficial owner" have the meanings given in the Association's rules, and shall include any person who directly or indirectly controls or has the power to direct the ownership or leasing of a Lot or Residence and shall be disclosed to the Board in order to be in Good Standing. An Owner may not avoid this paragraph by taking title through multiple entities, nominees, or other arrangements.
6. (f)Estate-planning exception. This subsection does not prohibit ownership of a Lot by a revocable living trust, family trust, estate-planning entity, or probate or guardianship estate, provided that the Lot is used as a Residence by a natural person approved by the Board and the arrangement is not used to circumvent this Section. The trust entities and beneficiaries shall be disclosed and recorded to the Board.
7. (g)Existing arrangements. Any entity ownership or leasing arrangement lawfully existing on the effective date of this Amended and Restated Declaration may continue, but only when ownership is disclosed to the Association within thirty (30) days after ratification and upon Board request. A grandfathered arrangement is personal to the Owner, terminates upon transfer, change in control, or a new lease, and may not be expanded.
8. (h)Tenant default. If a tenant or non-Owner occupant fails to comply with the Governing Documents, the Association shall give the Owner written notice of the violation by a method that confirms delivery or posting. The Owner shall have fifteen (15) days after notice to cure the violation or to show that no violation occurred. If the violation is not cured, the Association may pursue all remedies against the Owner, the tenant, and the occupant, including an action for eviction, and the Owner is responsible for the Association's costs and actual attorneys' fees incurred as a result.
9. (i)Rent direct to Association. When an Owner is in arrears on Assessments, the Association may notify the tenant in writing, and the tenant shall pay the arrearage and future Assessments to the Association from the rent due the Owner. Those payments are not a breach of the lease. If the tenant fails to pay as required, the Association may prohibit the tenant's use of the Common Areas or pursue a statutory Notice to Quit for non-payment of rent.
10. (j)Violations. Any acquisition, ownership structure, lease, or failure to disclose information in violation of this Section is a violation of this Amended and Restated Declaration, and the Association may pursue all remedies under Article VII, including requiring the termination, non-renewal, or correction of a lease or ownership arrangement that violates this Section. No Board waiver or delay constitutes a waiver of future enforcement.

5.24 Flagpoles

No flagpole may be installed, erected, relocated, replaced, or materially modified on a Lot without the ACC's prior written approval under Article VI. A flagpole may be used only for the display of the official flag of the United States, as permitted by Title 4 of the United States Code, Chapter 1, including 4 U.S.C. §§ 5-10. No flagpole may exceed twenty-five (25) feet in height, measured from the finished grade at its base to its highest point, including any finial. The application must show location, height, materials, foundation, lighting, and installation method. Each flagpole must be located entirely on the Owner's Lot, must not obstruct sight lines, utilities, drainage, or access, and must be maintained in good repair. The Association may require an Owner to lower, secure, or remove a flagpole that is damaged, unstable, or a hazard, after notice and a reasonable cure period except in an emergency. The Owner is responsible for all permits, costs, and liabilities relating to the flagpole. Lighting must be shielded to avoid glare and light trespass.

5.25 Changes

The Board may adopt, amend, and repeal reasonable Rules and Regulations consistent with the Governing Documents concerning the use of the Common Areas and Lots, the operation of the Association, and technology and communication policies, including electronic voting and notice. Rules and Regulations, including fine schedules, operating procedures, and detailed standards for landscaping, vehicles, animals, trash, and the ACC Guidelines, may be adjusted by the Board from time to time without amending this instrument. Copies shall be made available to all Owners and become effective as stated in the rule. Any Rule or Regulation may be revoked by a majority of the votes of the Owners in Good Standing.

5.26 Wetlands, Open Space and Drainage Areas

The Association and the lot owners, and their respective contractors, agents, employees and persons otherwise working on behalf of or with the permission of the Association and/or lot owners shall prohibit all disturbances of wetlands and drainage areas except as approved by the local and state governmental authorities having jurisdiction. The Association shall furthermore maintain all open spaces. The Association shall take all actions necessary to maintain the wetland areas in their natural condition, or in such modified condition as has been approved by all local and state governmental authorities having jurisdiction, and shall maintain the drainage areas so as to ensure their continued functioning as intended. In the event the Association shall refuse or neglect to maintain such areas, The Charter Township of Independence may proceed, but shall have no duty to proceed, as follows: the Township may, upon thirty (30) days' notice given to the Association to the last known address of the Association, conduct a hearing, allowing the Association to be heard by the legislative body or other person or body designated by the legislative body as to why the Township should not proceed with the maintenance not undertaken as provided herein. If, following such hearing, the body or person conducting the hearing shall determine that maintenance has not been undertaken as required, or shall subsequently determine that required maintenance has not been undertaken within such additional time as such body or person shall have directed at a prior hearing under this Section, the Township shall have the power and authority to enter upon the property, or cause its agents or contractors to do so, and to perform such maintenance as the Township determines to be necessary or appropriate. The costs and expenses of such maintenance by the Township, plus an administrative fee equal to twenty-five (25%) percent of all costs and expenses incurred, shall be billed to the Association, and, if any amounts so billed shall not have been paid within thirty (30) days, the Township may assess the amount of any unpaid billings prorata by number of lots owned to the lot owners of the Subdivisions or, if the Association shall first have advised the Township in writing of the identity of the lot owners who shall have failed to make such payment, may assess such amount to such lot owners. Such assessment shall be made by placing such costs and expenses upon the delinquent tax roll and such amounts so assessed shall be collected and shall accrue penalties and interest in the manner made and provided with regard to real property taxes. This Section is subject to Section 8.7.

5.27 Ingress and Egress Easement

The thirty-foot-wide private easement located between lots of record 260 and 261 and extending westerly to M-15 is a private easement for the benefit of all Owners in Good Standing. No vehicle may be operated on the easement by Owners, their families, guests, tenants, or invitees, except as authorized by the Association in writing when the chief executive officer of the Township certifies in writing that temporary use of public ways is necessary due to an emergency with no other means of ingress or egress. Violation of this Section is a trespass.

5.28 Cost of Enforcing Documents

Provided the Association is the prevailing party in any litigation related to enforcement of the Association's rights hereunder, any and all costs, damages, expenses, and actual attorneys' fees incurred by the Association in enforcing any of the restrictions set forth in this Declaration may be assessed to, secured by a lien on the offending Owner's Lot and collected from the responsible Owner in the manner provided in Article IV for unpaid assessments. This includes actual costs and legal fees incurred by the Association in investigating and seeking legal advice concerning violations.

6.1 Architectural Control Committee

The Board shall establish an Architectural Control Committee, consisting of the number of members the Board determines, to administer this Article VI and the ACC Guidelines. The ACC members serve at the Board's pleasure and may be removed by the Board with or without cause. Until the Board appoints an ACC, or if the ACC ceases to function, the Board shall act as the ACC. The ACC may delegate review of submissions to a designee, including one or more ACC members, a qualified architectural reviewer, or the Association's management agent, as the Board approves. A reference in this Article VI to the ACC includes its designee acting within the delegated authority.

6.2 Approval Required

Before installing, constructing, erecting, or materially altering any Residence, building, mailbox, fence, wall, retaining wall, deck, patio, driveway, walk, swimming pool, swim spa, basketball hoop, air conditioner, solar installation, or other structure or improvement on a Lot, and before any exterior change to a Residence or Lot (including exterior painting, hedges, trees, or substantial landscaping), the Owner must submit plans and specifications showing the nature, kind, shape, height, materials, color scheme, and location of the proposed work, and must obtain the ACC's written approval.

The ACC may disapprove any submission that is not suitable or desirable for aesthetic or other reasons, including the suitability of the proposed improvement for the Lot and its harmony with the Subdivisions as a whole. All work shall comply with applicable governmental codes and ordinances, and the Owner is responsible for obtaining all permits.

6.3 Solar Panels and Renewable Energy

Solar panels and renewable energy installations are permitted subject to Michigan law, including any statutory limits on restrictions affecting solar energy systems. The Owner shall submit the proposed location and specifications to the ACC for review. The ACC shall approve installations that comply with Michigan law and are designed and located to minimize visual impact on neighboring Lots and the Subdivisions, consistent with the efficient operation of the system. Installation must be performed by a licensed and insured contractor in accordance with applicable codes, and the Owner shall maintain the installation in good repair.

6.4 Review Period; Deemed Approval

The ACC shall review and respond to all architectural requests within forty-five (45) days after receipt of a complete submission. A "complete submission" includes all plans, specifications, material samples, color schemes, and other information reasonably required to evaluate the proposed work. The ACC may request additional information within fifteen (15) days after the initial submission, in which case the forty-five (45) day period begins when the additional information is received. If the ACC does not respond within the applicable forty-five (45) day period, the submission is deemed approved.

6.5 Hardship Variances

The Board may enter into written agreements with the Owner of a Lot to deviate from a restriction in this Amended and Restated Declaration, but only if the Owner demonstrates that application of the restriction would create practical difficulties or hardship not created by the requesting Owner. A deviation does not waive the restriction as to any other Lot or Owner.

6.6 Limitation of Liability

Neither the Association, the Board, nor the ACC incurs liability for approving, disapproving, or failing to approve any submission under this Article, if made in good faith.

6.7 Preserved Architectural Restrictions

The architectural restrictions of the prior Declarations listed in this Section remain in effect for all Lots. They are within the purview of the ACC or its designee, which shall administer them to preserve the architectural character established by the original developer plans, plats, and approved site plans for each Subdivision. The ACC or its designee may interpret these restrictions and, in its discretion, approve a deviation in writing under this Article VI, provided the deviation complies with Township ordinances. Where a Township ordinance and this Section differ, the more restrictive standard applies unless the ACC approves a deviation that the ordinance permits.

1. (a)Setbacks. No building may be erected or maintained nearer than forty (40) feet to the front Lot line. No Residence may be erected or maintained within fifty (50) feet of a rear Lot line or within ten (10) feet of a side Lot line. A side yard abutting a street shall be not less than ten (10) feet wide where there is a common rear yard, and not less than forty (40) feet wide where a rear yard abuts the side yard of an adjacent Lot. No recreational structure, including a swimming pool, may be nearer than forty (40) feet to the front Lot line or to a side Lot line adjoining a street, and each such structure shall be obscured from any street within the Subdivisions means approved by the ACC.
2. (b)Garages. Each Residence shall have an attached private garage accommodating not fewer than two (2) nor more than four (4) cars. A front-entry garage is permitted only with the approval of the ACC or its designee.
3. (c)Temporary structures. No trailer, basement of an uncompleted building, tent, shack, garage, barn, or other temporary building or structure may be used at any time as a residence, whether temporary or permanent. Temporary structures used during construction must be located on the same Lot as the work and removed upon completion. Any damages by contractors, vendors, visitors, or invitees to common areas, roads, or HOA owned property will be the responsibility of the Lot owner to remedy.
4. (d)Moved buildings. No building previously built and installed elsewhere may be moved onto any Lot.
5. (e)Nameplates. Each Lot may have no more than one nameplate, not exceeding forty-eight (48) square inches, showing only the occupant's name, the address, or both. It may be placed on or beside the front door, or freestanding in the front or side yard not more than twelve (12) inches above grade.
6. (f)Original plans. In reviewing any submission, the ACC or its designee may consider the original developer plans, plats, approved site plans, and prior architectural approvals for the Lot and its Subdivision, and may require that new work be consistent with them.

7.1 Compliance

Every Owner and Permittee shall comply with the Governing Documents.

7.2 Internal Dispute Resolution

Before commencing litigation to enforce the Governing Documents, the Association or an Owner may request internal mediation under Rules and Regulations adopted by the Board. Mediation is voluntary unless the Rules and Regulations require it. This Section does not limit the Association's right to seek immediate injunctive relief or to exercise its self-help rights under Section 7.5 where circumstances require immediate action.

7.3 Remedies

A failure to comply with the Governing Documents entitles the Association to any remedy available at law or in equity, including damages, injunctive relief, fines under Section 7.9, enforcement of the Association's lien, and suspension of privileges as provided in the Bylaws and Rules and Regulations. An Owner may maintain an action for injunctive relief or damages against another Owner for noncompliance.

7.4 Costs Recoverable from Owner

Failure of an Owner or a Permittee to comply with the Subdivision Documents shall entitle the Association to recover from the Owner all damages, fines, and expenses, as well as all litigation costs and actual attorneys' fees (including appellate costs and fees) incurred in a successful proceeding enforcing the Subdivision Documents. All costs, damages, fines, expenses, and actual attorneys' fees incurred may be assessed to and secured by a lien on the offending Owner's Lot. The Association shall also be awarded all costs and attorney fees incurred in the event it is the prevailing party in defending a lawsuit, claim or other action filed by an Owner or a Permittee against the Association. Except as required by law, no Owner shall be entitled to recover any attorney's fees or costs from or against the Association. All costs and attorneys' fees the Association is entitled to recover or recoup from any Owner or a Permittee under this Section may be assessed to, secured by the lien on the Owner's Lot and collected from the responsible Owner(s) in the manner provided in Article IV of this Amended and Restated Declaration.

7.5 Abatement and Self-Help

A violation of the Governing Documents entitles the Association or its agents to enter the Common Areas or a Lot (but not a Residence) and, at the Owner's expense, remove or abate any structure, thing, or condition maintained contrary to the Governing Documents. Before exercising this right for an exterior violation, the Association shall give the Owner written notice and a reasonable cure period of not less than ten (10) days, except in an emergency or where delay would materially increase the risk of harm. The Association has no liability to any Owner or Permittee for the good-faith exercise of this right.

7.6 Non-Waiver

The failure of the Association or any Owner to enforce any provision of the Governing Documents is not a waiver of the right to enforce it in the future.

7.7 Cumulative Remedies

All rights and remedies under the Governing Documents are cumulative. The exercise of one does not bar any other.

7.8 Repeated and Willful Violations

The Board may adopt Rules and Regulations establishing escalating penalties for repeated or willful violations based on frequency, severity, and compliance history. For purposes of this Section, a "repeated violation" means three (3) or more violations of the same or similar provision within any twelve (12)-month period, and a "willful violation" means a violation committed with knowledge of the requirement and intentional disregard for it. For repeated violations, the Board may impose fines and pursue legal remedies without the standard cure period, after notice and an opportunity to be heard as required by Section 7.9.

7.9 Fines

Any violation of the Governing Documents by an Owner or Permittee is grounds for the Association to levy a fine against the Owner. No fine may be levied unless the Board has first adopted Rules and Regulations establishing the violation and the fine amount or fine schedule. Before a fine is levied, the Owner shall receive written notice of the alleged violation and an opportunity to be heard before the Board or a committee designated by the Board. The Board may revise its fine schedule by Rules and Regulations, without amending this instrument. Fines are assessed against the Owner and the Lot, are due upon notice, and may be collected as Assessments under Article IV.

8.1 Severability

If any provision of the Governing Documents, or its application in any circumstance, is held invalid, the remaining provisions and applications shall remain in full force and effect.

8.2 Effective Date

This Amended and Restated Declaration is effective upon recording with the Oakland County Register of Deeds.

8.3 Amendment

This Amended and Restated Declaration may be amended by an instrument signed by the President of the Association certifying that the amendment was approved by more than fifty percent (50%) of the votes of all Owners in Good Standing, and recorded with the Oakland County Register of Deeds. An amendment to a provision described in Section 8.7 also requires the prior written approval of the Charter Township of Independence. An amendment to a provision of Section 8.13 that applies to a single Subdivision also requires the approval of more than fifty percent (50%) of the votes of the Owners in Good Standing of the Lots in that Subdivision.

8.4 Conflicts

This Amended and Restated Declaration controls over the Bylaws and all Rules and Regulations. As between the Articles and this Amended and Restated Declaration, the Articles control matters of corporate organization, and this instrument controls matters of land use and property rights.

8.5 No Public Dedication

Nothing in this Amended and Restated Declaration is a gift or dedication of the Common Areas to the public, except as the Association may expressly dedicate under Section 3.2.

8.6 Constructive Notice

Every person who acquires any interest in a Lot or other property within the Subdivisions is deemed to have consented to every limitation, restriction, easement, condition, lien, and covenant in this Amended and Restated Declaration, whether or not referenced in the instrument by which the interest was acquired.

8.7 Township-Protected Covenants

Certain provisions of the prior Declarations may not be revoked, modified, amended, or supplemented without the prior written approval of the Charter Township of Independence. These provisions include the natural drainage ways covenant and the wetlands, open space, and drainage areas covenant, restated in Sections 5.6 and 5.26, respectively. This Amended and Restated Declaration does not revoke, modify, amend, or supplement any such Township-protected covenant. Each such covenant remains effective, as originally recorded, for the Lots to which it applies unless and until the Township approves a change in writing. If Sections 5.6 or 5.26 conflict with the applicable recorded covenant, the recorded covenant controls.

8.8 Governance Matters

Matters of Board conduct, ethics, conflicts of interest, meeting procedure, emergency powers of the Board, and records are governed by the Bylaws and Board policy, and not by this instrument.

8.9 Board Policies

The Board may adopt policies on environmental stewardship, community programs, and other matters that do not affect the rights in Lots or the Common Areas, without amending this instrument.

8.10 Subdivision Confirmation

Each Owner acknowledges that the Governing Documents have been consolidated for convenience and that the Subdivisions remain separately platted. Nothing in this consolidation merges the Lots of one Subdivision with another for purposes of ownership, taxation, or assessment, except as provided in Article IV.

8.11 Limitation on Future Expansion

No Lot or property outside the Subdivisions described in Exhibit A is subject to this Amended and Restated Declaration unless added by a recorded amendment.

8.12 Assignment of Rights

The Association may assign its rights and delegate its duties under this Amended and Restated Declaration to a successor association, management company, or agent, by written instrument.

8.13 Subdivision-Specific Provisions

The following provisions apply only to the Lots within the Subdivision named and are preserved notwithstanding the consolidation of the Subdivisions in this instrument:

1. (a)Minimum Residence size. The minimum living area for each Subdivision is stated in Section 5.2.
2. (b)Plan submission. A complete working set of all plans, specifications, and site plans proposed for any structure, together with a landscape plan for the Lot, must be submitted to the ACC for approval, as required by the prior Declarations. The ACC has the authority to approve or disapprove all plans and specifications, including exterior materials, designs, and colors, subject to Section 6.4.
3. (c)Deerwood III well site. The Well Site described in Section 3.8 is located within Deerwood III and is dedicated to the public.
4. (d)Entranceway cost sharing. Any contribution toward entranceway improvements in Deerwood II is governed by the separate written agreement described in Section 3.9.

8.14 Adoption of This Instrument

This Amended and Restated Declaration becomes effective as to the Lots in a Subdivision when it has been approved as required by the amendment provision of that Subdivision's prior Declaration. For Deerwood VI, VII, and VIII, Section 6.3 of each prior Declaration requires the affirmative vote of a two-thirds majority of the total number of votes entitled to be cast, expressed in written instruments executed and acknowledged by each consenting Owner and recorded with the Oakland County Register of Deeds. For Deerwood III, IV, and V, approval is given under the corresponding amendment provision of each prior Declaration. The Association shall record, with this instrument, the executed and acknowledged consents and a certificate of the Secretary stating the number of Lots in each Subdivision and the number of consents received. A recordable certificate by an accredited abstracter or title company doing business in Oakland County, Michigan, as to the record ownership of the Lots, is conclusive evidence of compliance with this Section.

8.15 Term

The covenants, conditions, restrictions, easements, and liens in this Amended and Restated Declaration run with the land and bind the Lots and all Owners in perpetuity, unless amended or terminated as provided in Section 8.3.

IN WITNESS WHEREOF, the Association has executed this Amended and Restated Declaration on the day and year first written above.

MANORS OF DEERWOOD HOMEOWNERS ASSOCIATION,

a Michigan nonprofit corporation

By: _________________________________________

Name: ______________________________________

Title: President

STATE OF MICHIGAN )

) ss.

COUNTY OF OAKLAND )

The foregoing instrument was acknowledged before me this ____ day of _______________, 2026, by ______________________________, the President of Manors of Deerwood Homeowners Association, a Michigan nonprofit corporation, on behalf of the corporation.

______________________________________

Notary Public, ______________ County, Michigan

Acting in ______________ County, Michigan

My commission expires: ______________

Drafted by and when recorded return to: Jeffrey L. Vollmer, Makower Abbate Guerra Wegner Vollmer PLLC, 23201 Jefferson Avenue, St. Clair Shores, Michigan 48080

EXHIBIT A

SUBDIVISIONS, LEGAL DESCRIPTIONS, PLATS, AND COMMON AREAS

A-1 Legal Descriptions.

Deerwood III. Deerwood III, Independence Township, Oakland County, Michigan, as recorded in Liber 207, Pages 39 through 41 of Plats, Oakland County Records, consisting of Lots 242 through 275, inclusive.

Deerwood IV. Deerwood IV, part of the S.E. 1/4 of Section 8, T. 4 N., R. 9 E., Independence Township, Oakland County, Michigan, described as beginning at a point, said point being the East 1/4 Corner of said Section 8; thence S. 15°00'31" W. 124.33 feet; thence N. 89°40'00" W. 338.42 feet; thence S. 02°07'07" E. 301.02 feet; thence 146.33 feet along an arc of a curve to the left, radius 810.00 feet, central angle 10°21'03", chord length 146.13 feet and a chord bearing of S. 82°42'22" W.; thence S. 12°28'10" E. 254.00 feet; thence S. 42°39'03" W. 108.90 feet; thence S. 51°11'54" W. 48.17 feet; thence S. 71°42'52" W. 179.40 feet; thence S. 57°57'27" W. 113.21 feet; thence S. 35°28'39" W. 140.81 feet; thence S. 27°41'53" W. 109.28 feet; thence S. 29°56'09" W. 88.74 feet; thence N. 79°28'07" W. 134.11 feet; thence S. 14°48'27" W. 50.00 feet; thence S. 46°29'12" E. 139.47 feet; thence the following three courses along "Deerwood III" as recorded in Liber 207 of Plats, Pages 39, 40 and 41, Oakland County Records: N. 52°52'55" W. 183.84 feet and N. 47°44'44" W. 64.79 feet and S. 89°59'58" W. 66.95 feet; thence N. 00°01'00" W. 1,159.71 feet along the easterly line of "Supervisors Plat of Independence Farms" as recorded in Liber 14 of Plats, Page 44, Oakland County Records; thence N. 89°44'02" E. 1,309.36 feet along the East and West 1/4 line of said Section 8 to the point of beginning, consisting of 14 lots numbered 276 through 289, both inclusive, two private parks, and containing 21.20 acres as measured to the plat boundary.

Deerwood V. Deerwood V, part of the S.E. 1/4 of Section 8, T. 4 N., R. 9 E., and part of the N.W. 1/4 and S.W. 1/4 of Section 9, T. 4 N., R. 9 E., Independence Township, Oakland County, Michigan, beginning at a point, said point being the East 1/4 Corner of said Section 8 (also the West 1/4 Corner of said Section 9); thence N. 00°00'01" E. 46.72 feet along the East line of said Section 8, said line also being the West line of said Section 9; thence S. 66°00'00" E. 255.68 feet; thence N. 24°00'00" E. 15.25 feet; thence 51.71 feet along an arc of a curve to the left, radius 640.00 feet, central angle 04°37'47", chord length 51.70 feet and a chord bearing of N. 21°41'07" E.; thence S. 70°37'47" E. 262.92 feet; thence S. 12°38'29" W. 68.09 feet; thence S. 61°20'10" E. 355.05 feet; thence S. 04°35'44" E. 168.88 feet; thence S. 18°40'33" W. 282.92 feet; thence 123.65 feet along an arc of a curve to the right, radius 1,060.00 feet, central angle 06°40'59", chord length 123.57 feet and a chord bearing of S. 74°50'30" E.; thence S. 71°30'00" E. 71.46 feet; thence S. 18°30'00" W. 60.00 feet; thence N. 71°30'00" W. 71.46 feet; thence 96.84 feet along an arc of a curve to the left, radius 1,000.00 feet, central angle 05°32'55", chord length 96.80 feet and a chord bearing of N. 74°16'27" W.; thence S. 12°57'05" W. 183.85 feet; thence N. 83°14'30" W. 470.56 feet; thence S. 00°03'44" E. 295.00 feet; thence N. 89°56'11" W. 330.00 feet; thence N. 39°07'41" E. 288.34 feet; thence N. 00°03'44" W. 160.00 feet; thence N. 48°19'16" W. 175.00 feet; thence S. 81°59'53" W. 256.37 feet; thence N. 52°42'07" W. 145.09 feet; thence S. 88°24'32" W. 26.77 feet; thence the following five courses along Deerwood IV as recorded in Liber 218 of Plats, Pages 32 and 33, Oakland County Records: N. 12°28'10" W. 254.00 feet; 146.33 feet along an arc of a curve to the right, radius 810.00 feet, central angle 10°21'03", chord length 146.13 feet and a chord bearing of N. 82°42'22" E.; N. 02°07'07" W. 301.02 feet; S. 89°40'00" E. 338.42 feet; and N. 15°00'31" E. 124.33 feet to the point of beginning, consisting of 23 lots numbered 290 through 312, both inclusive, two private parks, and containing 22.85 acres.

Deerwood VI. Deerwood VI, part of the S.W. 1/4 of Section 9, T. 4 N., R. 9 E., Independence Township, Oakland County, Michigan, beginning at a point distant S. 89°47'06" W. 1,310.36 feet along the South line of said Section 9 from the South 1/4 corner of said Section 9; thence continuing along said South line, which is also the northerly line of "Deerwood" as recorded in Liber 143 of Plats, Pages 1, 2, 3 and 4, Oakland County Records, S. 89°47'06" W. 625.29 feet; thence N. 00°06'02" E. 756.27 feet; thence N. 89°56'11" W. 500.35 feet; thence N. 00°03'44" W. 955.00 feet, in part along Deerwood V as recorded in Liber 228 of Plats, Pages 13, 14 and 15, Oakland County Records; thence the following nine courses along said Deerwood V: S. 83°14'30" E. 470.56 feet; N. 12°57'05" E. 183.85 feet; 96.84 feet along an arc of a curve to the right, radius 1,000.00 feet, central angle 05°32'55", chord length 96.80 feet and a chord bearing of S. 74°16'27" E.; S. 71°30'00" E. 71.46 feet; N. 18°30'00" E. 60.00 feet; N. 71°30'00" W. 71.46 feet; 123.64 feet along an arc of a curve to the left, radius 1,060.00 feet, central angle 06°40'59", chord length 123.57 feet and a chord bearing of N. 74°50'30" W.; N. 18°40'33" E. 282.92 feet; and N. 04°35'44" W. 248.40 feet (in part); thence S. 85°49'04" E. 249.44 feet; thence 27.05 feet along an arc of a curve to the left, radius 1,600.00 feet, central angle 00°58'07", chord length 27.04 feet and a chord bearing of N. 03°41'53" E.; thence S. 86°47'11" E. 286.18 feet; thence S. 00°24'14" E. 2,404.69 feet to the point of beginning, consisting of 40 lots numbered 313 through 352, both inclusive, and containing 43.76 acres.

Deerwood VII. Deerwood VII, part of the N.W. 1/4 and part of the S.W. 1/4 of Section 9, T. 4 N., R. 9 E., Independence Township, Oakland County, Michigan, beginning at a point, said point being distant N. 00°00'01" E. 46.72 feet along the West line of said Section 9, said line also being part of Deerwood V as recorded in Liber 228 of Plats, Pages 13-15, Oakland County Records, from the West 1/4 corner of said Section 9; thence from said point of beginning continuing along said West section line N. 00°00'01" E. 529.81 feet; thence N. 73°00'00" E. 265.05 feet; thence S. 17°00'00" E. 33.02 feet; thence N. 73°00'00" E. 175.00 feet; thence N. 14°31'11" W. 21.78 feet; thence S. 79°19'40" E. 212.20 feet; thence S. 39°32'13" E. 123.58 feet; thence S. 01°57'26" E. 144.50 feet; thence N. 76°40'32" E. 236.66 feet; thence 10.03 feet along an arc of a curve to the right, radius 1,260.00 feet, central angle 00°27'22", chord length 10.03 feet and a chord bearing of N. 13°05'47" W.; thence N. 77°07'54" E. 403.42 feet; thence S. 00°41'01" W. 567.58 feet; thence S. 00°24'14" E. 249.54 feet; thence the following four courses along Deerwood VI as recorded in Liber 242 of Plats, Pages 1-3, Oakland County Records: N. 86°47'11" W. 286.18 feet; 27.05 feet along an arc of a curve to the right, radius 1,600.00 feet, central angle 00°58'07", chord length 27.04 feet and a chord bearing of S. 03°41'53" W.; N. 85°49'04" W. 249.44 feet; and S. 04°35'44" E. 79.52 feet; thence the following six courses along said Deerwood V: N. 61°20'10" W. 355.05 feet; N. 12°38'29" E. 68.09 feet; N. 70°37'47" W. 262.92 feet; 51.72 feet along an arc of a curve to the right, radius 640.00 feet, central angle 04°37'47", chord length 51.70 feet and a chord bearing of S. 21°41'07" W.; S. 24°00'00" W. 15.25 feet; and N. 66°00'00" W. 255.68 feet to the point of beginning, consisting of 26 lots numbered 353 through 378, both inclusive, and containing 22.38 acres.

Deerwood VIII. Deerwood VIII, part of the N.W. 1/4 of Section 9, T. 4 N., R. 9 E., Independence Township, Oakland County, Michigan, beginning at a point, said point being distant S. 00°00'01" E. 1,300.16 feet along the West line of said Section 9 from the Northwest corner of said Section 9; thence from said point of beginning N. 89°57'14" E. 1,347.60 feet; thence S. 00°41'01" W. 767.14 feet; thence the following ten courses along Deerwood VII as recorded in Liber 264 of Plats, Pages 6-8, Oakland County Records: S. 77°07'54" W. 403.42 feet; 10.03 feet along an arc of a curve to the left, radius 1,260.00 feet, central angle 00°27'22", chord length 10.03 feet and a chord bearing of S. 13°05'47" E.; S. 76°40'32" W. 236.66 feet; N. 01°57'26" W. 144.50 feet; N. 39°32'13" W. 123.58 feet; N. 79°19'40" W. 212.20 feet; S. 14°31'11" E. 21.78 feet; S. 73°00'00" W. 175.00 feet; N. 17°00'00" W. 33.02 feet; and S. 73°00'00" W. 265.05 feet; thence N. 00°00'01" W. 759.31 feet to the point of beginning, consisting of 24 lots numbered 379 through 402, both inclusive, and containing 23.58 acres.

A-2 Plat References. Deerwood III: Liber 207 of Plats, Pages 39-41. Deerwood IV: Liber 218 of Plats, Pages 32-33. Deerwood V: Liber 228 of Plats, Pages 13-15. Deerwood VI: Liber 242 of Plats, Pages 1-3. Deerwood VII: Liber 264 of Plats, Pages 6-8 (recorded November 20, 1998). Deerwood VIII: Liber 270 of Plats, Pages 32-34 (recorded August 20, 1999). The recorded Plats are incorporated in this Exhibit A by reference.

A-3 Common Areas Schedule. The Common Areas are the following parcels, conveyed to the Association by Warranty Deed from Remack Associates, a Michigan co-partnership, recorded November 8, 2000, in Liber 21992, Pages 238 through 241, Oakland County Records. Each park is shown on the recorded plat named, and is subject to the easements and restrictions shown on that plat.

- Morning Mist Park (Deerwood III). Tax Parcel 08-08-477-006. A part of Deerwood III, T. 4 N., R. 9 E., Section 8, as recorded in Liber 207 of Plats, Pages 39-41.

- Caribou Park North. Tax Parcel 08-08-478-008. A part of Deerwood III, T. 4 N., R. 9 E., Section 8, as recorded in Liber 207 of Plats, Pages 39-41. Subject to a permanent easement for surface drainage, retention, and wetland protection.

- Hidden Glade Park. Tax Parcel 08-08-400-032. A part of Deerwood III, T. 4 N., R. 9 E., Section 8, as recorded in Liber 207 of Plats, Pages 39-41. Subject to a permanent easement for surface drainage, retention, and water protection.

- Elk Run Park. Tax Parcel 08-08-426-001. A part of Deerwood IV, T. 4 N., R. 9 E., Section 8, as recorded in Liber 218 of Plats, Pages 32-33. Subject to a private easement for public utilities, surface drainage, and storm sewer detention.

- Hunters Creek Park. Tax Parcel 08-08-427-008. A part of Deerwood IV, T. 4 N., R. 9 E., Section 8, as recorded in Liber 218 of Plats, Pages 32-33. Subject to a permanent easement for surface drainage, storm sewer, public utilities, retention, and wetland protection.

- Hunters Creek Park East. Tax Parcel 08-09-303-002. A part of Deerwood V, T. 4 N., R. 9 E., Sections 8 and 9, as recorded in Liber 228 of Plats, Pages 13-15. Subject to a private easement for surface drainage, storm sewer, public utilities, sanitary sewer, and retention, including a 25-foot wetland buffer.

- Morning Mist Park (Deerwood V). Tax Parcel 08-09-302-004. A part of Deerwood V, T. 4 N., R. 9 E., Sections 8 and 9, as recorded in Liber 228 of Plats, Pages 13-15.

- Pond and wetland parcel. Tax Parcel 08-08-400-049. Part of the S.E. 1/4 of Section 8 and part of the S.W. 1/4 of Section 9, T. 4 N., R. 9 E., Independence Township, Oakland County, Michigan, beginning at a point distant N. 00°07'00" W. 1,419.77 feet and N. 89°56'11" W. 107.15 feet from the Southeast corner of said Section 8; thence N. 89°56'11" W. 330.00 feet; thence S. 00°05'54" W. 397.71 feet; thence N. 89°20'46" W. 124.08 feet; thence N. 89°34'44" W. 179.36 feet; thence N. 81°40'42" W. 167.10 feet; thence N. 30°04'01" W. 246.97 feet; thence N. 00°01'10" W. 50.00 feet; thence N. 40°03'28" W. 30.58 feet; thence N. 46°29'12" W. 139.47 feet; thence N. 14°48'27" E. 50.00 feet; thence S. 79°28'07" E. 134.11 feet; thence N. 29°56'09" E. 88.74 feet; thence N. 27°41'53" E. 109.28 feet; thence N. 35°28'39" E. 140.81 feet; thence N. 57°57'27" E. 113.21 feet; thence N. 71°42'52" E. 179.40 feet; thence N. 51°11'54" E. 48.17 feet; thence N. 42°39'03" E. 108.90 feet; thence N. 88°24'32" E. 26.77 feet; thence S. 52°42'07" E. 145.09 feet; thence N. 81°59'53" E. 256.37 feet; thence S. 48°19'16" E. 175.00 feet; thence S. 00°03'44" E. 160.00 feet; thence S. 39°07'41" W. 288.34 feet to the point of beginning, containing 15.02 acres.

1.1 Name

The name of the corporation is Manors of Deerwood Homeowners Association (the "Association").

1.2 Purpose

The Association is organized to administer, operate, and maintain the Subdivisions and the Common Areas, and to enforce the Governing Documents, as provided in the Amended and Restated Declaration of Protective Covenants (the "Declaration").

1.3 Principal Office

The Association's principal office shall be the office on file with the State of Michigan. The Board of Directors may change the principal office. Meetings of Owners and Directors may be held at any place in Oakland County, Michigan, that the Board designates, or by remote communication as provided in these Bylaws.

2.1 Defined Terms

Capitalized terms used in these Bylaws have the meanings given in the Declaration. "Governing Documents" and "Subdivision Documents" have the meanings given in the Declaration.

2.2 Gender and Number

The singular includes the plural, and the masculine, feminine, and neuter include each other.

3.1 Membership

Every Owner is a mandatory member of the Association, as provided in the Declaration.

3.2 Voting

Each Lot has one vote, which may be cast only by an Owner in Good Standing. If a Lot is owned by more than one Owner, the Owners shall cast the Lot's single vote jointly and shall designate in writing the person to receive notices and cast the vote. The Owners of a Lot may not cast more than one vote for that Lot. When these Bylaws or the Declaration refer to a majority or a percentage of Owners, the reference is to a majority or percentage of the votes of Owners in Good Standing calculated by all current inhabited lots, unless otherwise stated.

3.3 Voting Methods

Owners may vote by the methods and subject to the procedures set forth in Section 4.5. Cumulative voting is not permitted.

3.4 Majority

Unless the Declaration, these Bylaws, or Michigan law requires a different vote, an action is authorized if it receives the affirmative vote of a majority of the votes cast by Owners in Good Standing.

3.5 Good Standing and Suspension

An Owner who is not in Good Standing may not vote, hold office, or speak at an Association meeting, but remains liable for all Assessments and obligations. Good Standing has the meaning stated in Section 1.1 of the Declaration of Protective Covenants.

4.1 Conduct of Meetings

Meetings of Owners shall be conducted under Roberts Rules of Order or another generally recognized manual of parliamentary procedure, unless it conflicts with the Articles of Incorporation, the Declaration, these Bylaws, or Michigan law. The presiding officer may set the order of business and reasonable rules for the conduct of the meeting, applied fairly to all participants. Owners must be in good standing to speak at a meeting.

4.2 Annual Meeting

The Association shall hold an annual meeting each year, at a date, time, and place the Board determines. At the annual meeting the Owners shall elect Directors under Article V and may transact any other business that properly comes before them.

4.3 Special Meetings

A special meeting of the Owners may be called by a majority of the Board or upon the written request of Owners in Good Standing holding at least one-third (1/3) of all votes held by Owners in Good Standing. The notice of a special meeting must state its purpose, and only business stated in the notice may be transacted.

4.4 Notice of Meetings

The Secretary or another person authorized by the Board shall give each Owner written notice of each annual or special meeting at least ten (10) days, and not more than sixty (60) days, before the meeting. Notice may be delivered by first-class mail to the address on the Association's records, by any other Board accepted electronic communication means the Owner has designated, or by hand delivery to the Lot. The notice shall state the place, date, and hour of the meeting and, for a special meeting, its purpose, including the text of any proposal to be voted on. An Owner may waive notice in writing, before or after the meeting, and attendance at a meeting waives notice of that meeting except for the purpose of objecting to it.

4.5 Participation, Voting, Quorum, and Closing of Polls

An Owner in Good Standing may vote in person, by proxy, by mail or delivery ballot, by electronic transmission, or by another method authorized by the Board for the particular vote and permitted by applicable law. A proxy, written ballot, or electronic vote must identify the Lot and the person casting or authorizing the vote, be authenticated by a method reasonably determined by the Board, and be received by the Secretary or another person designated by the Board before the polls close. The Board may permit participation in an Owner meeting by conference telephone or other remote communication and may conduct a meeting solely by remote communication, provided that the Association takes reasonable measures to verify each participant as an Owner or proxy holder, gives each participant a reasonable opportunity to participate and vote and to read or hear the proceedings substantially concurrently, and maintains a record of votes and other actions taken remotely. An Owner participating remotely under this Section is deemed present in person for quorum and voting. Except where the Governing Documents or applicable law require otherwise, thirty percent (30%) of the Owners in Good Standing, represented in person, by permitted remote participation, by proxy, or by a timely written or electronic ballot, constitutes a quorum for an Owner meeting. A ballot counts toward quorum only for the meeting or action for which it was submitted. The presiding officer shall announce when the polls close for each vote; if no announcement is made, the polls close upon final adjournment of the meeting. No vote received after the polls close shall be counted.

4.6 Quorum

Quorum for Owner meetings shall be determined under Section 4.5, subject to the reduced quorum requirements for adjourned meetings in Section 4.7 and any different requirement imposed by the Governing Documents or applicable law.

4.7 Adjournment for Lack of Quorum

If a quorum is not present, the Owners present may adjourn the meeting to a date not less than forty-eight (48) hours later. The quorum requirement at the first adjourned meeting is twenty percent (20%) of the Owners in Good Standing. If a quorum is still not present, the Owners present may adjourn again to a date not less than forty-eight (48) hours later, and the quorum at that second adjourned meeting is fifteen percent (15%) of the Owners in Good Standing.

4.8 Presiding Officer

The President presides at each meeting of the Owners. If the President is absent, the Vice President presides, and if neither is present, the Owners present shall elect a presiding officer. The presiding officer shall administer voting in accordance with Section 4.5.

4.9 Minutes

The Association shall keep minutes or a similar record of the proceedings of all meetings of the Owners and of the Board.

5.1 Qualifications and Number

Each Director must be an Owner in Good Standing, a trustee of a trust that owns a Residence, or an officer, director, member, or employee of an entity that owns a Residence. The Board consists of not less than three (3) and not more than five (5) Directors. No two occupants of the same Lot may serve on the Board at the same time. Directors serve without compensation but may be reimbursed for reasonable expenses incurred in performing their duties. Directors must be able, with reasonable accommodation where required by law, to perform the essential duties of office; attend and participate regularly in Board meetings; review materials and vote on matters requiring Board action; maintain reliable and timely communications; exercise informed, independent judgment; act in good faith and in the best interests of the Association as a whole; and comply with the Governing Documents and applicable law. Personal disputes, retaliation, or advancement of an individual interest inconsistent with the Association’s interests are not proper purposes for Board service.

A Director who, without good cause, repeatedly fails to attend meetings, participate in votes, respond to official communications within a reasonable time, disclose or appropriately manage conflicts of interest, or perform the essential duties of office may be subject to corrective action or removal in accordance with Section 5.3 and applicable law. Any resulting vacancy shall be filled under Section 5.4. Before removal is considered, the Director shall receive written notice of the alleged deficiencies and a reasonable opportunity to respond or cure them.

5.2 Terms

Directors serve two-year terms, staggered as follows. At the first annual meeting after adoption of these Bylaws, the three (3) candidates receiving the most votes serve two-year terms, and the candidates receiving the fourth and fifth most votes serve one-year terms. At each annual meeting thereafter, the Owners elect Directors to fill the seats whose terms expire, for two-year terms. Each Director serves until a successor is elected and qualified. The term structure may be changed only by an amendment to these Bylaws.

5.3 Removal

A Director may be removed, with or without cause, by a majority of the votes of Owners in Good Standing at a meeting called for that purpose, and the notice of the meeting must state that removal will be considered.

5.4 Vacancies

A vacancy on the Board, other than by removal by the Owners, shall be filled by a majority of the remaining Directors, even if they constitute less than a quorum. A Director so appointed serves until the end of the term of the Director replaced and until a successor is elected at the next annual meeting.

5.5 Powers

The Board has the power to:

1. (a)fulfill the duties and exercise the rights set forth in the Declaration and these Bylaws, and adopt Rules and Regulations under the Declaration;
2. (b)levy and collect Assessments and use the proceeds for the purposes of the Association under the Declaration;
3. (c)obtain insurance for the Association's property and the Common Areas, and collect and apply the proceeds;
4. (d)repair and rebuild improvements after casualty, subject to the Declaration;
5. (e)contract for and employ persons, firms, corporations, or other agents to assist in management, operation, maintenance, and administration of the Association, its property, and the Common Areas, including a professional management agent;
6. (f)acquire, maintain, improve, buy, operate, manage, sell, convey, assign, mortgage, or lease real or personal property, including easements, rights-of-way, and licenses, in furtherance of the Association's purposes;
7. (g)pay real and personal property taxes and governmental special assessments that are or may become a lien on the Association's property or the Common Areas;
8. (h)borrow money and secure the loan with Association property or its future income, provided that the borrowing is approved by a majority of the votes of Owners in Good Standing;
9. (i)establish committees, including the Architectural Control Committee, and delegate to them functions the Board is not required by law or the Governing Documents to perform itself;
10. (j)represent the Owners on matters of common interest before governmental bodies and agencies;
11. (k)enforce the Governing Documents, including by fines and other remedies under the Declaration;
12. (l)employ counsel and pursue or defend claims on behalf of the Association and, as provided in Article VII, the Owners; and
13. (m)take any other lawful action necessary, incidental, or convenient to the administration, maintenance, repair, replacement, and operation of the Subdivisions, the Common Areas, and other property under the Association's jurisdiction.

5.6 Regular Meetings

The Board shall hold at least two (2) regular meetings each fiscal year, at times and places the Board determines. Notice of each regular meeting shall be given to each Director at least five (5) days before the meeting, by means outlined under Section 4.4.

5.7 Special Meetings

The President may call a special meeting of the Board on two (2) days' notice to each Director, and the President, Secretary, or another officer shall call a special meeting upon the written request of two (2) Directors. The notice must state the time, place, and purpose of the meeting.

5.8 Quorum and Voting

A majority of the Directors in office constitutes a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board. A Director may participate and vote by conference telephone, electronically, or by any other method that allows all Directors to hear or read the proceedings. If fewer than a quorum is present, the Directors present may adjourn the meeting, and at any adjourned meeting any business that could have been transacted at the original meeting may be transacted without further notice.

5.9 Action Without a Meeting

The Board may act without a meeting if all Directors consent in writing, including by electronic transmission, or if a majority of the Directors consent in writing after notice of the proposed action has been given to all Directors. In an exceptional case requiring immediate action, the President may poll the Directors in-person, by written means, or other electronic transmission. The action is valid if the requisite number of Directors consent. The action shall be recorded in the minutes of the next Board meeting.

5.10 Ethics and Conflicts of Interest

Each Director and officer shall serve in good faith and in the best interests of the Association and all Owners.

1. (a)A Director or officer who has a financial or personal interest in a matter before the Board shall disclose the interest before the Board acts and shall not vote on the matter, except as permitted by Michigan law.
2. (b)A Director or officer shall not use Association property, information, or position for personal gain.
3. (c)The Board may adopt policies consistent with this Section establishing disclosure forms, recusal procedures, and disqualification standards.
4. (d)A Director may be removed for a material breach of this Section, under Section 5.3.

5.11 Emergency Powers

In a public health emergency, natural disaster, civil unrest, or other emergency that threatens the health, safety, or welfare of residents or the integrity of the Association's property, the Board may take actions reasonably necessary to protect residents and preserve the property, including restricting access to Common Areas, imposing temporary health and safety requirements, authorizing emergency repairs and expenditures without a vote of the Owners, permitting remote meetings and electronic voting, and suspending non-essential Association deadlines. The Board shall notify Owners of emergency actions as soon as reasonably practicable and shall limit emergency measures to the period reasonably necessary. Emergency actions taken in good faith do not subject the Board or any Director to personal liability.

5.12 Closed Meetings; Privileged Minutes

The Board may close all or part of a Board meeting to Owners, or permit Owners to attend all or part of a Board meeting, in its discretion. An Owner may inspect and copy the minutes of Board meetings, except minutes or portions of minutes that record privileged communications with counsel or other matters protected by privilege under Michigan law.

5.13 Remote Participation in Board Meetings

A Director may participate in any Board meeting by conference telephone or other remote communication that allows all participants to communicate with one another, and the participation constitutes presence in person.

6.1 Designation

The principal officers of the Association are the President, Vice President, Secretary, and Treasurer. The Board may appoint other officers as necessary. The offices of President and Vice President may not be held by the same person. Any other two offices may be held by one person. Principal officers must be Directors. Officers serve without compensation but may be reimbursed for reasonable expenses.

6.2 Appointment and Removal

The Board shall appoint the officers annually, and each officer serves at the Board's pleasure. The Board may remove any officer, with or without cause, at any regular or special Board meeting.

6.3 President

The President is the chief executive officer of the Association, presides at Board meetings, and has the general powers and duties of the president of a nonprofit corporation.

6.4 Vice President

The Vice President performs the duties of the President when the President is absent or unable to act. If neither can act, the Board shall appoint a Director to act on an interim basis. The Vice President performs other duties the Board assigns.

6.5 Secretary

The Secretary keeps the minutes of all Board and Owner meetings, maintains the books and records as the Board directs, and performs the duties incident to the office.

6.6 Treasurer

The Treasurer maintains full and accurate accounts of all receipts and disbursements, deposits Association funds in the depositories the Board designates, and reports on the Association's finances at each regular Board meeting.

7.1 Claims by and against the Association

Actions on behalf of the Owners and claims relating to the Common Areas or the Subdivisions shall be brought in the Association's name, subject to the Declaration, the Articles of Incorporation, and these Bylaws. The Association may assert, defend, or settle claims on behalf of all Owners regarding the Common Areas.

7.2 Owner Claims

Before an Owner commences litigation against the Association, the Owner shall give the Board written notice of the claim, and the Board may use the internal mediation process under Section 7.2 of the Declaration.

8.1 Fiscal Year

The Association's fiscal year is the calendar year, January 1 through December 31, unless the Board changes it for accounting reasons or other good cause.

8.2 Banking and Investments

Association funds shall be deposited in a bank or other depository designated by the Board and withdrawn only upon the check or order of the officers, employees, or agents designated by Board resolution. Association funds shall be held only in accounts that are fully insured or backed by the full faith and credit of the United States, and invested only in instruments that carry no risk of principal loss.

8.3 Budget and Reserves

The Board shall adopt an annual budget and a reserve policy as provided in the Declaration. The Board may deliver budgets, financial reports, and notices electronically.

8.4 Inspection of Records

Subject to reasonable rules, and in accordance with MCL 450.2487, the Association's books, records, and papers shall be available for inspection by any Owner at the Association's principal office or electronically, during reasonable business hours, on written request, except for records the law exempts from disclosure.

9.1 Indemnification of Directors, Officers, and Volunteers

The Association shall indemnify each Director, officer, and volunteer, including former Directors, officers, and volunteers, against expenses and liabilities, including reasonable attorneys' fees and amounts paid in settlement, incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which the person is or may be made a party by reason of service to the Association, except where the person is adjudicated to have engaged in willful or wanton misconduct or gross negligence in the performance of duties, and except as otherwise prohibited by law. If indemnification is based on a settlement, it applies only if the Board, with any Director seeking indemnification abstaining, approves the settlement as in the Association's best interest. The Board shall notify all Owners of any indemnification payment at least ten (10) days before it is made. This right is in addition to all other rights, and shall be construed consistently with the Articles of Incorporation.

9.2 Directors' and Officers' Insurance

The Association shall maintain liability insurance for each Director and officer in amounts that reasonably insure against potential liability arising from their duties. No Director or officer may collect twice for the same expense or liability. To the extent the insurance is inadequate to pay indemnifiable expenses, the Director or officer is entitled to indemnification only for the excess, to the extent permitted by Section 9.1 or by statute.

10.1 Amendments

These Bylaws may be amended or repealed, and new Bylaws adopted, at any regular or special meeting of the Owners, or by written ballot, by the affirmative vote of more than fifty percent (50%) of the votes of all Owners in Good Standing, the same threshold required to amend the Declaration under its Section 8.3.

10.2 Conflicts

If these Bylaws conflict with the Declaration, the Declaration controls. If these Bylaws conflict with the Articles of Incorporation, the Articles control. The order of precedence between the Articles and the Declaration is stated in Section 8.4 of the Declaration.

10.3 Severability

If any provision of these Bylaws is held invalid, the remaining provisions remain in effect.

10.4 Construction

The headings in these Bylaws are for convenience only and do not affect their interpretation.

CERTIFICATE OF ADOPTION

The undersigned, being the Secretary of Manors of Deerwood Homeowners Association, certifies that these Amended and Restated Bylaws were adopted by the Owners on ______________, 2026, by the vote required by Article X of the Association's Bylaws, and that they replace all prior bylaws of the Association.

______________________________________

Secretary

Date: _________________________________