Instrument #2022025031 #56 Book:8196 Page:4827
ARTICLE XII
AMENDMENT
Section 12.01. Amendment by Members
(a) Amendment by Written Instrument. This Declaration may be amended (an "Amendment") at any time by the holders of a simple majority of the votes in the Association (without regard to membership class). Upon approval ofan Amendment in accordance with the preceding sentence, the Board shall direct the appropriate Officer, agent or employee of the Association to have a written instrument prepared in recordable form which instrument shall set forth the text of the approved Amendment, and which Amendment shall also comply with all requirements of the Association Act. Upon execution of the Amendment by the holders of at least a simple majority of the votes in the Association(without regard to membership class), the Board shall direct the appropriate Officer, agent or employee ofthe Association to Record the Amendment in the Public Records. The Amendment will be deemed effective upon Recording. (b) Amendment by Vote at a Duly-Authorized Meeting. An Amendment may be proposed by Declarant(before or after Turnover), the Association, or after Turnover, through a petition signed by ten percent(10%)ofthe Owners.Ifa proposed Amendment is to be adopted by a vote, a written copy ofthe proposed Amendment shall be furnished to each Owner at least thirty(30)days, but not more than ninety (90) days, prior to a duly-authorized meeting called to discuss the proposed Amendment.To pass,the proposed Amendment shall be approved upon the affirmative vote of at least a simple majority of the membership casting votes (either in person or by proxy) (as governed by Section 12.01(a) herein) at a meeting duly called to consider the proposed Amendment. Upon the approval ofan Amendment pursuant to this Section 12.01(b), the President and Secretary shall execute a written instrument in recordable form which shall set forth the text ofthe Amendment,the effective date ofthe Amendment,the date of the meeting ofthe Association at which such Amendment was adopted, the date that notice of such meeting was given, the total number of votes cast at the meeting (either in person or by proxy), the total number of votes necessary to adopt the Amendment, the total number of votes cast for the Amendment, and the total number of votes cast against the Amendment. The written Amendment executed by the President and Secretary shall be Recorded in the Public Records. The Amendment will be deemed effective upon Recording. (c) Amendment by Declarant. Until such time as Turnover occurs,Declarant specifically reserves the absolute and unconditional right to alter, modify, change, revoke, rescind, amend,restate, or cancel all or any portion ofthis Declaration(or any ofthe other Governing Documents) or the restrictive covenants contained in this Declaration (or in any ofthe other Governing Documents); provided, however, that to be valid and enforceable, any such amendment by Declarant may not be arbitrary, capricious, or in bad faith; destroy the general plan ofdevelopment ofthe community; prejudice the rights of existing Non-Declarant Members to use and enjoy the benefits of Common Area; or materially shift economic burdens from the Declarant to the existing Non-Declarant Members.Following Declarant's relinquishment ofcontrol ofthe Association, this Declaration may only be amended pursuant to the provisions ofsuch Section 12.01(a)and Section 12.01(b)hereof. Section 12.02. Restrictions on Amendments Notwithstanding anything to the contrary contained in Section 12.01 hereof, no Amendment to this Declaration may:(i)remove,revoke,or modify any right or privilege of Declarant without the prior express written consent of Declarant or the assignee of any such right or privilege which consent may be granted, conditioned or denied in such party's absolute and sole discretion;(ii) impair the validity or priority ofthe lien of any Mortgage or impair the rights granted to Mortgagees herein without the prior written consent of such Mortgagees; (iii) to the
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