Summary of Principal Condominium Documents

The Condominium will be established and its operation will be governed by the Declaration and the Bylaws. A copy of each of these documents is contained in the Exhibits. In addition, there may be certain contracts with affect portions of the Condominium. The following is a summary of these documents.  A link to the full document is available at the bottom of this page.

Declaration of Condominium

The Condominium is created by the Declarant recording the Declaration in the Records of Land Evidence of the Town of Coventry, Rhode Island.

Article 1 - SUBMISSION, DEFINED TERMS

Article 1 provides the definition of certain terms used in the Condominium Documents.

Article 2 - BUILDINGS ON THE LAND, UNIT BOUNDARIES, USED UNITS

Article 2 identifies the land upon which the Condominium complex is located, by reference to an "EXHIBIT A" and also refers you to an “EXHIBIT F" which are the building plans and specifications for the Condominium buildings to be built within this Condominium complex. This Article sets forth the fact that 150 Units are planned to be within this Condominium complex arid that they are planned to be constructed in nine (9) phases. The Article further stales the planned phasing of the 150 Units and the timber and type of buildings that are to be included within each phase. Finally it advises you that the site plan is conceptual in nature and that the Declarant has reserved the right to alter or amend these phases. This Article, and Section 2.3 thereof, further defines the boundaries of each Unit with respect to the building in which it is located and with respect to other buildings in said Unit and further detail which portions off each building are considered to be Common elements for use by the entire Association, with access thereto by the entire Association and the expenses for the maintenance of same being the responsibility of the entire Association. Section 2.4 of said Article 2 advises you that the Declarant has reserved the right to change the interior design and arrangement of all Units or to alter the boundaries between Units so long as the Declarant owns the Units so altered or changed, but further advises you that any such change must be reflected by an amendment to the Declaration which may be executed by the Declarant alone. If more than one Unit is altered the Declarant shall, if appropriate, reapportion the shares of the Common Elements which are allocated to the altered Units. Further, in said Section, you are advised as to the extent to which you are limited in making any alterations or changes in and to the exterior or structure of your Unit. if you desire to make such changes, it describes the procedure that you must follow to obtain approval of the Association in order to make said changes. Section 2.5 of this Article advises you that the Units are to be occupied for residential use, only. Section 2.6 advises you that there are restraints with regard to the renting or leasing of any Units and that, should you desire to rent or lease your Unit, a written lease of not less than one year must be entered into between you and the person or entity to whom you are renting and that all leases so written shall be subject to the prior written approval of the Executive Board. You are further advised that should any lease arrangement initially meet the terms and conditions of this Section and be approved by the Executive Board, such approval can be withdrawn by the Executive Board for subsequent. violation of the terms of this Section. The Section further advises you that any costs, including reasonable attorney’s fees incurred by the Executive Board in connection with approving or terminating a lease shall constitute a special assessment against the Unit being leased and will therefor be a cost that must be assumed by you. Section 2.7 of said Article advises you that the Association has the right of First Refusal with regard to the sale of your Unit and advises you that, should you wish to sell your Unit., you must send to the Association a written notice of proposed sale, including the terms and conditions thereof, and that this must be sent to the Association at least forty-five (45) days prior to the proposed date of conveyance under said sale. The Association then has twenty (20) days to either approve the sale that you propose or to purchase the Unit itself on the same terms and conditions of the sale you proposed. This Section goes on to further describe the procedure that is to be used by both you and the Association with regard to this Right of First Refusal. Section 8 of said Article advises you that pets may not be kept within your Unit without the prior written consent of the Executive Board. The Section goes on to state the conditions under which a pet can be kept within your Condominium Unit and states how you must obtain permission from the Executive Board with regard to the keeping of a pet in your Unit. It further identifies the concerns that the Executive Board may consider in determining whether you may keep a pet. within your Unit and also in determining whether to revoke any consent so given.

Article 3 - COMMON ELEMENTS

Article 3 describes the Common Elements of the Condominium complex. All portions of the buildings which are not contained within a Unit and which are not designated as Limited Common Elements are deemed to be Common Elements. These Common Elements are described in ARTICLE 3 and will be maintained by the Condominium Association on behalf of all Unit Owners and the costs of such maintenance will be shared by all Unit Owners according to the percentage interest of each Unit Owner. The Article goes on to describe the definition of Limited Common Elements which may be appurtenant to or a part of each individual Unit.

Article 4 - ALLOCATION OF PERCENTAGE OF INTERESTS, COMMON EXPENSES AND VOTING RIGHTS

Article 4 of the Declaration establishes the percentage interest of the Unit in and to the Common Elements, the common expense liability for the maintenance of said Common Elements and the voting rights to the Unit Owners. Specifically, this Article sets forth the formula that is utilized in establishing the undivided percentage interest of each Unit in and to the Common Elements of the Condominium complex. Each Unit’s percentage interest in the Common Elements and percentage liability for the cost of the maintenance of the Common Elements is determined on the basis that. each Unit will have an equal interest in said Common Elements. If Units are added to the Condominium complex, the percentage interest of each Unit in and to the Common Elements and the percent of Common Expenses for the maintenance of the Common Elements for each Unit will be reallocated using the same formula. Said Article further provides that the failure of any Unit to pay its share of Common Expenses will result in a lien upon said Unit and, should the monthly share of Common Expenses applicable to any Unit remain unpaid for fifteen (15) days, then there is a late charge of $25.00 for each such monthly payment and interest will accrue on any such monthly payments at the rate of twenty-one percent (21%) per annum. Section 4.3 of said Article provides that there will be an initial capital contribution to the Association at the time of conveyance of a Unit to a new Owner in an amount equal to two months of that Units monthly proportionate share of Common Expenses. Said sums will be returned to the Unit Owner, without interest, upon the sale of said Unit. With regard to surplus funds, this Article provides that the Association will retain any surplus funds after payment of Common Expenses which shall then be applied toward the payment of future Common Expenses, other Association expenses, the payment of a portion of a future special assessment or the funding of capital reserves for the Association.

Article 5 - PARTITION, ENCROACHMENTS AND EASEMENTS

Article 5 advises you that no Owner of any Unit may bring an action for partition or division of any Unit, to the extent prohibited by the Rhode Island Condominium Act. The Article also makes reference to the way in which encroachment of any Unit upon the Common Elements, or vice-a-versa, will be resolved. This Article further sets forth the easements that each of the Unit Owners shall have in common with other Unit Owners with regard to the Common Elements of the Condominium complex. The Article gives the Condominium Association the right of access to each of the Condominium Units to inspect same, to remove violations therefrom, and to maintain or repair the Common Elements of the Condominium complex. The Article further establishes and provides for the future establishment of easements for utilities, municipal agencies and quasi—municipal agencies in and to the Condominium complex that are necessary to provide utility service to the Condominium complex or are necessary to provide the services offered by the municipal and quasi—municipal agencies. The Article further delineates any existing recorded easements or licenses with regard to the Condominium complex by reference to an “EXHIBIT D” attached to said condominium Declaration. The Article reserves the rights of the Declarant under Section 34-36.1 - 2.15 of the Rhode Island Condominium Act, whereby the Declarant shall be allowed to use Units owned by Declarant within the Condominium complex for sale purposes. The extent to which the Declarant may utilize these rights and the Limits thereon are further stated in said Article. Each Unit Owner is granted an easement in common with other Unit Owners to ingress and egress through all of the Common Elements subject to any reasonable rules, regulations or restrictions imposed thereon by the Association. Accordingly, each Unit Owner is also subjected to the aforesaid rights with regard to other Unit Owners. The Declarant, itself, reserves an easement for so long as it is entitled to exercise any development rights with regard to the Condominium complex, to go over, on or under those portions of the Common Elements not located within a building for the purposes described in said Article, however, Declarant in exercising its rights under this easement is responsible to restore the affected property as closely to its original condition as is practicable. During such time as the Declarant retains its rights to further development of the Condominium complex, the Declarant may grant easements to any third party in, over, era or though the Common Elements of the Condominium complex, which, in the judgment of the Declarant, is necessary for the development or improvement of the Condominium complex.

Article 6 - MAINTENANCE AND REPAIRS

Article 6 deals with maintenance and repair and advises you that each Unit Owner is responsible for all maintenance and replacement of and repairs to any of the Unit, whether ordinary or extraordinary. Each Unit Owner is required to perform all necessary maintenance, repair and replacement work that is needed for any Unit. Should the Unit Owner fail to do so, the Executive Board has the power, without notice, to make any such necessary repairs or replacements or perform necessary maintenance, the cost of same being borne by the Owner of the Unit which is 50 repaired or maintained. With regard to the Common Elements, this Article provides that the expense of the repair, maintenance and upkeep of said Common Elements shall be the responsibility of the Condominium Association, with the cost thereof to be shared equally by all Units of the Condominium complex, except the Executive Board may reasonably determine that any such repairs or maintenance are necessitated by the negligence, misuse or neglect of a Unit Owner, in which event such expense shall be assessed to such Unit Owner.

Article 7 - ASSOCIATION

Article 7 of the Declaration describes the make-up of the Executive Board of the Association. The Executive Board will consist of members elected by the Unit Owners at the annual meeting of the Association. Initially, the Declarant will appoint the members of the Executive Board. This Article provides for the transition from the Declarant-appointed Executive Board to an Executive Board controlled by the Unit Owners. No later than sixty (60) days after the conveyance of twenty percent (25%) of the one hundred fifty (150) Units that may be created in this Condominium complex to Owners other than the Declarant, the Owners other than the Declarant shall elect three (3) of the nine (9) members of the Executive Board. This Article further states that the Executive Board has all of the powers available to it; under Section 34-36.1-3.02 of the Rhode Island General Laws, except as may be limited during the period of Declaration's control as provided in said Article. The Article sets forth the make-up of the Executive Board and and the number of members of the Executive Board. This Article also sets forth the fact that every person who is a record Owner of a fee or an undivided fee in any Unit in the Condominium complex shall be a member of the Association, however, no Unit shall have more than one vote associated with it irrespective of the number of record Owners of said Unit. This Article also provides for the budget approval process of a budget for the Association as prepared by the Executive Board. Finally, this Article engrafts the Bylaws of the Association by making reference to same as “EXHIBIT E” within said Article.

Article 8 - RIGHTS OF MORTGAGEES

Article 8 sets forth the rights of lenders who provide mortgage financing to purchasers of Units in the Condominium complex. There are no restrictions on the type of mortgage financing, however, mortgagees must register with the Association in order to receive notices. Mortgagees are entitled to receive certain notices and the approval of mortgagees is required for certain acts. Those acts, for which mortgagee approval is required, are described in said Article. Finally, said Article sets forth that one of the intents of the Declaration is to comply with the requirements of the Federal Home Loan Mortgage Corporation and/or the Federal National Mortgage Association with respect to the giving of mortgage loans toward the acquisition of Condominium Unite.

Article 9 - INSURANCE

Article 9 of the Declaration outlines the types and amounts of insurance which the Association is required to obtain and the various provisions governing such insurance. For more information regarding insurance, see the portion of this Narrative entitled “Condominium Insurance”.

Article 10 - LIMITATION OF LIABILITY

Article 10 of the Declaration provides for the limitation of the liability of members, officers and employees of the Executive Board and provides for the indemnification of members of the Executive Board against all expenses and liabilities which they may incur in the performance of their duties except in circumstances involving willful misconduct or gross negligence. Except in cases of willful misconduct or gross negligence, this Article provides that the Executive Board and its members in their capacity as members, officers and employees, shall not be liable to third parties or to the Unit Owners, and they shall not have personal liability in contract to any Unit Owner or any other person or entity under any agreement, check, contract, deed, Lease, mortgage, instrument or transaction entered into by them on behalf of the Executive Board or the Association. The Article further provides for other areas of limited liability of the officers and members of the Executive Board. The Article also indemnifies each member of the Executive Board in their capacity as board members or officers of the board, against all expenses and liabilities including attorney’s fees reasonably incurred in connection with any proceeding in which the member or officer may become involved by reason of being, or having been, a member of the Executive Board, except in such cases wherein the Executive Board member and/or officer was guilty of willful misconduct or gross negligence in connection with that for which the board member or officer claims indemnification, provided that in the event of a settlement, this indemnification shall apply only if and when the Executive Board approves such settlement and reimbursement as being in the best interests of the Association. The amounts paid under any such indemnification shall be paid by the Association and shall constitute a Common Expense and shall be assessed against all Unit Owners. The Article further provides for the procedures to be used by the Association with regard to the defense of any claims or complaints brought against it or the Executive Board or any officers, employees or agents thereof. The Article provides that notice be given to Unit Owners and that such complaints or claims shall be defended by the Association. This Article further disclaims the status of the Executive Board, the Association, the Declarant or any Unit Owner as a bailee of any personal property stored upon the Common Elements of the Condominium complex, stating further that they are not responsible for the security thereof or any loss thereto. Finally, this Article contains an indemnification clause with regard to the Declarant. In Section 10.6 of ARTICLE 10, the Association recognizes the value of the construction of the Condominium complex adjacent to a golf course and the positive effect that this has on the values of the individual Units therein and also the pleasure and convenience that this gives the Unit Owners and, in consideration thereof, the Association agrees to indemnify the Declarant and its successors and/or assigns against all expenses and liabilities including attorney’s fees with regard to any claims or actions which may be brought against the Declarant, its successors and/or assigns with regard to any injuries sustained by any person or entity as a result of an accident or event that would not have occurred if the Condominium had not been located by a golf course, including but. riot limited to injuries caused by a golf ball or a goll club which comes onto the Condominium complex.

Article 11 - UNITS SUBJECT TO CONDOMINIUM DOCUMENTS

Article 11 of the Declaration provides that all present and future owners, lessee, occupants and mortgagees of Units in the Condominium are subject to the Condominium Documents or any amendments thereto.

Article 12 - DEVELOPMENT RIGHTS AND SPECIAL DECLARANT RIGHTS

Article 12 reserves certain rights to the Declarant with respect to the development of the property upon which the Condominium complex sits and also with regard to the Condominium complex itself and describes and delineates nature and extent of the rights that have been so reserved. The Article further provides that in the exercise of the development rights reserved therein, the Declarant shall do so in accordance with and be governed by the provisions of the Rhode Island Condominium Act. Finally, the Article provides that the Declarant may assign any and all, rights reserved under said Article or established elsewhere within the Declaration or in the Rhode Island Condominium Act.

Article 13 - EMINENT DOMAIN / CONDEMNATION

In the event that all or part of the property shall be taken by any authority having the power of condemnation or eminent domain, then ARTICLE 13 describes how such taking shall effect the Condominium complex and the individual Units and how the proceeds of any condemnation award shall be distributed to Unit Owners, mortgagees and the Association.

Article 14 - AMENDMENT OF DECLARATION

Article 14 provides for the amendment of the Condominium Declaration providing that the Declaration may be amended only by vote or agreement of Unit Owners to which eighty (80%) percent of the votes in the Association are allotted.

Article 15 - TERMINATION

Article 15 provides for the termination of the Condominium, and provides that it may be so terminated only by agreement of the Unit Owners of Units to which at least eighty (80%) percent of the votes in the Association are allocated and further provides that termination of the Condominium will be governed by the provisions of Section 34— 36.1-2.18 of the Rhode Island Condominium Act.

Article 16 - GENERAL PROVISIONS

Article 16 provides general paragraphs concerning the Condominium Declaration regarding interpretation and construing thereof. It provides that the headings used in any of the Articles of the Declaration and the order of their placement are only done so as a matter of convenience. It provides that if any Article or portion thereof is invalid or unenforceable, then only that invalid or unenforceable provision is removed from the Declaration with the balance thereof to survive. This Article provides that the Declaration is to be construed and governed according to the laws of the State of Rhode Island and that the Declaration is to be liberally construed in order to effect the Declarant’s desire to create a Condominium complex which meets the financing requirements of the Federal Home Loan Mortgage Corporation and/or Federal National Mortgage Association. This Article provides for the giving of notices from or to any Unit Owner, the Association or the Declarant. This Article provides that all the Exhibits attached to the Declaration become a part thereof. Finally, this Article provides that should a Court hold any portion 01 the Condominium Declaration or the Bylaws of the Condominium Association unconscionable, then the intent is to have the Court not invalidate any such provision but instead limit the application of or the extent of such provision to the least extent necessary 50 as to allow said provision to exist without an unconscionable result.

Bylaws of the Washington Village Country Club

and Residency Condominium Association

(Exhibit E)

Article 1 - UNIT OWNERS

Article 1 of the Bylaws provides for the location of meetings and also provides for the annual meetings of the Unit Owners and also the first annual meeting. The Article provides for the calling of special meetings and who may call said special meetings to order. The Article provides for the notice to be given to the Unit Owners of any annual or special meeting and provides a definition of a quorum with regard to both meetings of the Executive Board and meetings of the Unit Owners. The Article provides tor the use of proxies by Unit Owners to vote at the annual and special meetings, regulating their use, form and effect. This Article provides for the order of business with regard to the annual meeting and it also provides for action by Unit Owners without an annual or special meeting in limited circumstances.

Article 2 - EXECUTIVE BOARD

Article 2 defines the composition and election of the Executive Board of the Condominium Association. The Article provides the procedures for the nomination, election, disqualification and removal of any member of the Executive Board. The Article provides for the tilling of vacancies that may be created in the Executive Board and also provides the length of term of each member of the Executive Board. ARTICLE 2 also provides for the regular meeting of the Executive Board and for the calling of special meetings of the Executive Board and the requirements therefor. This Article defines a quorum with respect to the Executive Board and makes provisions for who shall preside at meetings of the Executive Board. ARTICLE 2 specifically delineates the powers and duties of the Executive Board and the means by which it may enforce adherence to the Declaration of the Condominium and the Bylaws, Rules and Regulations of the Condominium Association, specifically providing for the hearings and notice thereof in the event. that the Executjve Board intends to impose fines for any violation of said Declaration, Bylaws and Rules and Regulations. This Article defines conflicts of interest by board members and outlines the actions to be taken should such conflicts occur or exist.

Article 3 - OFFICERS

Article 3 of the Bylaws identifies the officers of the Association as the President, Vice—President. Secretary and Treasurer and specifically defines the powers and duties of each of these officers. Additionally, this Article provides that additional officers may be appointed by the Executive Board who shall define the powers of said officers upon creation.

Article 4 - FISCAL MANAGEMENT

Article 4 of the Bylaws provides tor the fiscal management of the Condominium Association and the Executive Board. Section 4.2 thereof delineates the specific accounts and categories that shall be identified in the management of the fiscal affairs of the Association arid also identities the procedures by which the Executive Board is to adopt its budget, further placing limitations on the increase thereafter from year to year. This Article further provides tor the procedure by which Unit Owners are to be annually assessed their share of the Common Expenses of the Association and provides for the payment of said assessments in monthly payments, further providing that the entire annual assessment may be accelerated upon the failure of a Unit Owner to pay a monthly installment of said annual assessment. The Article provides for the assessment of additional sums from Unit Owners for emergencies which cannot be paid from the annual assessments for common expenses, only after notice to unit owners of the need therefore. The article provides for an annual audit of the accounts of the Association to be made by a public accountant with a copy of said report to be furnished to each unit owner not later than April 30 of the year following the year for which the report is made. Finally, this article provides that mortgagees who have given financing with regard to any unit may request that certain notices be forwarded to said mortgagee by the Association, which shall, upon request, forward the notices requested, and further provide that the holder of a first mortgage of any Unit shall have the right to examine the books and records of the Association at reasonable times upon reasonable notice.

Article 5 - MISCELLANEOUS

Article 5 of the Bylaws provides the Parliamentary Rules by which the Association will conduct meetings and also provides that amendment of the Bylaws is governed by the Condominium Declaration and finally that each member of the Executive Board and each member of the Association shall be indemnified by the Association against. expenses and liabilities reasonably incurred by such officer or member in connection with the defense of any action, suit or proceeding, civil or criminal, to which such officer or member is made a party, under the conditions described within said Article.

Original Declaration and Bylaws

An original copy of the Declaration and Bylaws can be found below.

ORIGINAL DECLARATION AND BYLAWS