Jefferson Farms
Homeowners' Association, Inc.

An Ohio Non-Profit Corporation

Jefferson Farm Home

BY-LAWS

Adopted January, 2000

Contents

Article I Name, Purpose and Mailing Address

Article II Membership and Voting

Article III Association Meetings

Article IV Board of Trustees

Article V Officers of the Board of Trustees

Article VI Assessment and Membership Dues

Article VII General Provisions

Article VIII Amendments

Article IX Jefferson Farms Design Control Committee

Article I Name, Purpose and Mailing Address

Section 1.01: The name of the organization shall be the Jefferson Farms Homeowner’s Association, Inc. (the “Association”).

Section 1.02: The purpose of the Association shall be “To work for the benefit and common good of all members and to enforce the current and future covenants, conditions and restrictions of Jefferson Farms, a residential subdivision in Violet Township, Fairfield County, Ohio, to engage in any lawful act or activity for which corporations may be formed under Sections 1702.01 to 1702.99 inclusive, of the Ohio Revised Code, and any amendments thereto, and to operate solely for exempt purposes as specified in Internal Revenue Code, and to refrain from engaging in any activities which are not in furtherance of one or more exempt purposes.”

Section 1.03: The official mailing address of the Association shall be:

Jefferson Farms Homeowner’s Association , Inc.

P.O. Box 572

Canal Winchester , Ohio 43110

Article II Membership and Voting; (One Vote Per Lot)

Section 2.01: All of the owners (“Members”) of each improved or unimproved lot in Jefferson Farms shall collectively constitute (1) one Membership in the Association. Upon a change of ownership of a lot in Jefferson Farms, the new owners shall be the new Members who constitute the existing Membership.

Section 2.02: There shall be (1) one vote per Membership. No fractional votes are permitted.

Section 2.03: In the event that an individual is the sole owner of a lot or lots in Jefferson Farms, the spouse of said individual shall also be deemed a Member of the Association for purposes of this Article, unless said individual otherwise notifies the Association in writing,

Section 2.04: Memberships delinquent in payment of Dues, special assessments, or any other funds owing the Association, or under notice of violation of deed restrictions issued by the Association, shall not be considered in Good Standing, and shall lose all rights and privileges of Association Membership.

Section 2.05: Only Members from Memberships in Good Standing are eligible to be Trustees, vote or take part in any other Association activity.

Section 2.06: For a Membership to be reinstated as a Membership in Good Standing, all back Dues, special assessments, or any other funds owing the Association must be paid, and any previous notice of violation of deed restrictions issued by the Association, must be resolved.

Section 2.07: The Board of Trustees shall establish a written policy on absentee voting requirements and procedures.

Article III Association Meetings

Section 3.01: A general meeting of the Association shall be held at least twice annually, once in the first quarter and once in the remainder of the calendar year.

Section 3.02: Additional general meetings of the Association may be called by a majority of the Trustees, or by written request presented to an Association Trustee signed by not less than (20%) twenty percent of Memberships in Good Standing.

Section 3.03: All Memberships in Good Standing that are present shall constitute a quorum for conducting business at a general meeting of the Association.

Section 3.04: Notice of all Association meetings shall be by posting at the entrances of Jefferson Farms or by written notice delivered to a member’s residence or by mail to the last known address of each Membership at least (10) ten days prior to the meeting. he time and place of all Association meetings shall be determined by the Board of Trustees. Said notice shall include the expected agenda. In the event of an emergency, the ten day notification period may be waived by a majority vote of the Trustees.

Section 3.05: Roberts Rules of Order shall govern the conduct of the business at all meetings of the Association, except as herein provided.

Article IV Board of Trustees

Section 4.01: The Board of Trustees shall consist of (6) Members: one Member from each phase of Jefferson Farms. In the event that a Member is not nominated from a phase, then a Member from any other phase may be nominated.

Section 4.02: The election of Trustees shall be held annually at the general meeting of the Association held in the first quarter of the year. Prior to the meeting, the Board of Trustees will give notice to submit nominations and prepare a slate of nominees to fill each pending vacancy. If no nomination is received for a phase, a second notice for “at large” nominations will be given. Ballots may be cast by all Memberships in Good Standing attending the meeting, or by absentee ballots as established by the Board of Trustees. The Board of Trustees shall determine the voting procedure and the procedure for receiving nominations.

Section 4.03: The elected Trustees shall serve terms of (3) years. At each election the term of office shall end for the Trustees of (2) two phases. The terms of the Trustees elected prior to these By – Laws shall end and the schedule for elections shall be as follows: Trustees shall be elected for phases (1) one and (4) four in 2001, for phases (2) two and (5) five in 2002, and for phases (3) three and (6) six in 2003.

Section 4.04: Any Trustee may be removed from the Board of Trustees with or without cause, by a majority vote of the Memberships in Good Standing or by resolution of 4/5ths of the other Trustees. In the event of the death, resignation or removal of a Trustee, that Trustee’s successor shall be elected at the next Association meeting. Said successor shall complete the term of said previous Trustee.

Section 4.05: Trustees may serve two or more successive terms provided they remain in Good Standing and are duly elected.

Section 4.06: Trustees shall receive no compensation for any services rendered to the Association as a Trustee. However, any Trustee may be reimbursed for actual expenses incurred on behalf of the Association.

Section 4.07: A Trustee shall retain all papers and property received in their capacity as Trustee and upon completion of term, resignation or removal, shall turn over all said papers and property to the Board of Trustees.

Section 4.08: The Board of Trustees shall meet no less than quarterly on such date as is established at a previous meeting, or upon (3) days notice of the Chairperson of the Board, or upon (5) days written notice signed by (3) three of the Trustees.

Section 4.09: Three (3) or more Trustees shall constitute a quorum for the transaction of business. Each Trustee shall have an equal vote. A majority of the Trustees present at a meeting shall be controlling.

Section 4.10: The Board of Trustees shall have the general control and management of the business of the Association. It shall have the power to take any and all action necessary or desirable to carry out the Purpose of the Association and in the proper conduct and transaction of the business and affairs of the Association, including but not limited to all powers necessary to assess and collect all sums due and owing the Association.

Section 4.11: The Board of Trustees shall prepare an Annual Budget to be presented and approved at the general meeting of the Association held in the first quarter of the year. The Annual Budget shall include the actual expenditures from the previous calendar year. The Board of Trustees shall review and approve all items of expenditure by the Association, except that the Board of Trustees shall be required to obtain the approval of the Association for any item of expenditure in excess of $750.00 (Seven Hundred Fifty Dollars). Approval of an Annual Budget itemizing such expenditures at an Association meeting shall constitute such approval.

Section 4.12: Any action that could be taken by the Board of Trustees at a meeting may be taken without a meeting with the affirmative vote or approval of (4) four or more Trustees. Said vote or approval shall be entered into the minutes of the next meeting of the Board of Trustees.

Section 4.13: Upon reasonable notice from a Member, the Board of Trustees shall make all books, records and papers of the Association available for inspection, subject to reasonable rules established by the Board of Trustees.

Section 4.14: The Board of Trustees shall have the authority to create from its ranks or from the Members at large such committees as needed to research or address any matter for the orderly conduct of the business of the Association. Such committees shall derive their authority from the Board of Trustees and shall always be subject to review by the Board of Trustees.

Section 4.15: To the extent permitted by law and consistent with the articles of incorporation of the Association, the Association shall indemnify every member of the Board of Trustees, officer, committee member, employee, fiduciary and agent of the association against any liability or expense, including judgments and amounts paid for attorney's fees, incurred by such person in any such capacity or arising out of that person's capacity as such. However, said indemnification shall be provided only in connection with such matters to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of such person's duties for the Association in relation to the matter involved.

Article V Officers of the Board of Trustees

Section 5.01: The Officers of the Board of Trustees shall be the Chairperson, Secretary, and Treasurer. The Board of Trustees shall meet following the annual election of Trustees and elect officers from their ranks. Officers shall serve for terms of one year, or until their respective successors have been elected and qualified. The Board of Trustees may vote at any meeting to change the Officers.

Section 5.02: The Chairperson shall preside at all meetings of the Association and the Board of Trustees and have general supervision over the business affairs of the Association. The Chairperson shall perform all duties incident to the office and such other duties as may be requested by the Board of Trustees. In the Chairperson’s absence, the duties of the Chairperson will be delegated by agreement of the Trustees present.

Section 5.03: The Secretary shall keep minutes of all proceedings of the Association and Board of Trustees, and keep Association files and records in good order. The Secretary shall perform the usual duties incident to the office, and such other duties as requested by the Chairperson or the Board of Trustees.

Section 5.04: The Treasurer shall maintain a checking account in the name of the Association. The Treasurer shall maintain a complete and accurate record of every transaction in a manner acceptable to the Board of Trustees. Any cash payment must be accompanied by a receipt. The Treasurer shall make the records available for review by the Board of Trustees at any time. The Treasurer shall also perform all usual duties incident to the office, and such other duties as requested by the Chairperson or the Board of Trustees.

Article VI Assessment and Membership Dues

Section 6.01: The Board of Trustees shall assess each Membership annual Membership Dues (“Dues”) which shall be equal to, or less than, the Authorized Annual Assessment. The amount of the Dues shall be determined by the Board of Trustees after the preparation and approval of the Annual Budget. The Board of Trustees shall review the Annual Assessment, and make recommendations to the Association for increases in order to maintain the Association in a sound financial condition. The Authorized Annual Assessment shall be that amount established by a vote of at least 51% of the Memberships. The Authorized Annual Assessment, as established by a 1999 vote of the Membership, is $150.00 per Membership until changed by a subsequent vote of the Memberships.

Section 6.02: Dues shall become payable for each Membership upon the earlier of a written Notice of Assessment issued by the Board of Trustees or by April 1 st of the Dues year. The written notice of assessment may be delivered personally or by mail to the last known address of each Membership. The Dues shall be made payable to: Jefferson Farms Homeowners' Association Inc. and forwarded to the Association's P.O. Box set forth in Section 1.03.

Section 6.03: In the event of a change of ownership of a lot in Jefferson Farms, the obligation to pay Dues shall be as follows: The Membership that is transferring its ownership of its lot (Previous Membership) is responsible for Dues for all full months of its record ownership. The Membership that is acquiring ownership of its lot (New Membership) is responsible for Dues for all full and partial months of its record ownership. In the event that the Previous Membership has paid full Dues prior to a transfer of ownership, it shall be the duty of the Previous Membership to prorate the Dues with the New Membership.

Section 6.04: Dues shall become delinquent if not paid within (30) thirty days of a Notice of Assessment, or according to the dates of said notice. The Board of Trustees may file a certificate with the Recorder of Fairfield County, Ohio, setting forth the amount of the Dues that are delinquent and setting forth the lots on which the delinquent dues shall be a lien.

Section 6.05: Memberships delinquent in payment of Dues, Special Assessments, or any other funds due and owing the Association shall be subject to a late penalty of ($50) fifty dollars and shall also be responsible for any and all costs and expenses incidental to collection of the delinquent amounts, including but not limited to attorneys fees, filing fees, court costs. The Board of Trustees shall have the authority to include said sums as additional Dues upon a certificate filed with the Recorder of Fairfield County, Ohio. The Board of Trustees shall also have the authority to waive said penalties and said costs of collection.

Section 6.06: If the Board of Trustees originally assessed less than the Authorized Annual Assessment in a year, the Board of Trustees shall have the authority to send a second Notice of Assessment, however, said assessments may not total more than the Authorized Annual Assessment. Said second Notice shall set forth the payment requirements at the discretion of the Board of Trustees.

Section 6.07: Membership Dues shall be used for all operating and maintenance expenses of the Association, including but not limited to the maintenance of entry ways and common areas, signs, postage, printing, professional fees, and similar items.

Section 6.08: The Board of Trustees shall have the right to make recommendations to the Association for Special Assessments in the event of conditions requiring expenditures of funds not available to the Association treasury. Special Assessments shall require approval by a vote of at least 51% of the Memberships.

Section 6.09: Approval by a vote of 51% of the Memberships shall mean a vote in which at least 51% of Memberships voted in favor of an issue.

Article VII General Provisions

Section 7.01: These By - Laws were presented to the Association on the ____ day of ____ 2000 for approval and shall become effective upon the Board of Trustees entering into the minutes of a meeting of the Board of Trustees, that they received an affirmative vote of a majority of the Memberships in Good Standing that were present at a general meeting in favor of adopting these By Laws of the Jefferson Farms Homeowner's Association, Inc.

Section 7.02: The Association shall not allow the moneys in the treasury to be spent for anything other than furthering the purposes of the Association, as said purposes are set out herein.

Section 7.03: No solicitations shall be made by or in the name of the Association except for the specific benefit of the Association or those that are concerned with Jefferson Farms.

Section 7.04: The Association shall not endorse or encourage endorsement of persons engaged in county, township, city, state or national politics, or the issues thereof, nor shall moneys of the treasury be spent in any manner or form for such political endeavors.

Section 7.05: Memberships of the association shall be responsible for keeping the Association informed of their current mailing address and of any change in ownership.

Section 7.06: If any Article or Section of these By – Laws is determined by a court of competent jurisdiction to be void, the balance of these By – Laws shall remain in full force and effect.

Section 7.07: The failure to enforce any provision of these By – Laws shall in no way be deemed a waiver of the right to do so thereafter.

Section 7.08: The fiscal year of the Association shall be January 1 through December 31 of each year.

Section 7.09: Nothing herein shall restrict the right of a Member of the Association to petition for or against actions of the Association or Board of Trustees. Such petition will require an affirmative vote of 51%* of the Memberships in favor of the petition, and must contain signatures, printed names, and lot numbers of the voting Memberships. Such petitions shall be presented to the Board of Trustees prior to circulation. Such petitions must be presented to the Board of Trustees within (10) ten days of proposed passage of the action at issue. (* as defined in section 6.09)

Article VIII Amendments

Section 8.01 These By- Laws may be amended at any general meeting of the Association with an affirmative vote of a majority of the Memberships in Good Standing that are present in favor of adopting said amendment, providing that the notice of general meeting contains a summary of the proposed amendment.

Article IX Jefferson Farms Design Control Committee

Section 9.01: Pursuant to the Jefferson Farms deed restrictions, as recorded with the Recorder of Fairfield County, Ohio, at such time as the Association may appoint the Jefferson Farms Design Control Committee, the Association hereby appoints the Board of Trustees as the committee. This appointment specifically authorizes the Board of Trustees to delegate to a committee the authorities, responsibilities and the title of “The Jefferson Farms Design Control Committee.” At all times at least one Trustee shall serve thereon. The Board of Trustees shall require said committee to prepare written operating procedures, and require that all amendments thereto be approved by the Board of Trustees and to keep a written journal of all design control decisions made.

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