Bylaws

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DECLARATION OF CONVENANTS

CONDITIONS AND RESTRICTIONS

FOR

MILL RUN SUBDIVISION

THE STATE OF TEXAS

COUNTY OF GREGG KNOW ALL MEN BY THESE PRESENTS:

THAT, MILL RUN DEVELOPMENT, being the owner of the Land herein below described, desires to establish and carry out a uniform plan for the present and future owners of the Land or any portion thereof. Now, therefore, MILL RUN DEVELOPMENT, hereby declares, establishes and adopts the covenants, restrictions, reservations and conditions set forth below (herein collectively called the “Restrictions”) which shall be applicable to the use, development, improvement and sale of the Land. Every contract, deed, or other instrument hereafter executed and covering the land or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to these Restrictions, regardless of whether or not these Restrictions are set out in full or incorporated by reference in said contract, deed or other instrument.

ARTICLE 1

DEFINITIONS

As used in this Declaration, the terms set forth below shall have the meanings indicated:

ASSOCIATION – MILL RUN HOMEOWNERS’ ASSOCIATION, INC., a Texas non-profit corporation now existing after the date hereof, the Members of which shall be the Owners of Residential Units and Lots within the Project.

BOARD – The Board of Directors of the Association.

BYLAWS – The Bylaws of the Association, a copy of which are attached hereto as Exhibit “A”.

COMMON AREAS – All portions of the Project other than the Residential Units and Lots, including such areas designated on the Plat as common areas, all private streets or alleys, common drives or parking areas, the lake, swimming pool and other improvements to be located thereon.

COMPLETED UNIT – A Residential Unit which has been completely constructed on a Lot or Lots. The Board shall determine if any such construction is complete.

EXTERIOR PORTION – (i) the exterior portion of a Residential Unit constructed on a Lot, including without limitation, roofs, fencing and building surfaces, and (ii) the portion of such Lot not covered by a Residential Unit and which portions visible at ground level from any Common Area or at ground level from any other Residential Unit.

FRACTIONAL INTEREST – With respect to any Owner at any point in time, as to each Lot owned,

During the period of time subsequent to the Election Date as to each Lot on which no Completed Unit is located, the quotient of 1, divided by the sum of (X) the product of 5 times the number of Lots in the Project on which a Completed Unit is located, plus (y) the number of Lots on which there is no Completed Unit.
During the time subsequent to the Election Date, as to each Lot on which a Completed Unit is located, the quotient of 5 divided by the sum of (x) the product of 5 times the number of Lots in the Project on which a Completed Unit is located, plus (y) the number of Lots on which there is no Completed Unit.

The intent of the calculations described in “a” and “b” above is to provide that the sum of the Fractional Interests after the Election Date for all Lots shall equal 1, and that the Fractional Interest for any Lot on which a Completed Unit is situated shall be 5 times as great as the Fractional Interest for a Lot on which there in no Completed Unit.

INTERIOR PORTION – All of a Residential Unit other than the Exterior Portion.

LAND – That certain 19.609 acres of land (Phase I) and 19.46 acres of land (Phase II) situated in the William Robinson Survey, City of Longview, Gregg County, Texas, more particularly described in Exhibit “c” Phase I and Exhibit “C” Phase II attached hereto and made a part hereof for all purposes.

LOT – Each of the Lots created by a Plat, covering all or any portion of the Land, provided, however, if a Completed Unit is situated on more than one Lot or portion of a Lot, then the parcel of land on which any such Completed Unit is situated (as the same may be sold and conveyed) shall be deemed to be one Lot for all purposes hereunder.

MAINTENANCE EXPENSE CHARGE – the assessment levied pursuant to Article 4 hereof for managing, maintenance, operation, repairing, insuring the Project, and other purposes set out in these Restrictions (including reserves for replacement).

MAINTENANCE FUND – any accumulation of the Maintenance Expense Charges collected by the Association pursuant to Article 4 hereof.

MEMBER – A Member of the Association, as more particularly described in Article 3 hereof.

MORTGAGE – A mortgage, deed of trust or other instrument executed by an Owner, duly recorded in the Deed of Trust Records of Gregg County, Texas, and creating a lien or security interest encumbering a Residential Unit and securing the repayment of a loan.

MORTGAGEE – A person or entity which holds a Mortgage as security for repayment of a loan.

OWNER – Owner shall mean the owner of record of legal title to a Lot within the Mill Run Subdivision as described in the Declaration.

PLAT – Any recorded Phase I and Phase II plat of MILL RUN SUBDIVISION covering any portion of the Land.

PROJECT – The Land, together with all improvements now or hereafter situated thereon and all rights and appurtenances thereto.

REPLACEMENT RESERVE FUND – The reserve fund established pursuant to Article 4 hereof for maintenance, repairs and replacements to the Common Areas.

RULES AND REGULATIONS – The rules adopted from time to time by the Association concerning the management and administration of the Project for the use and enjoyment of the Owners. The initial set of Rules and Regulations have been promulgated by Developer and are attached hereto as Exhibit “B”.

RESIDENTIAL UNIT – Residential Unit shall mean a residential unit situated on a Lot within the Mill Run Subdivision.

ARTICLE 2

GENERAL PROVISIONS RELATING TO USE AND OCCUPANCY

SECTION 1. USE RESTRICTIONS

Each Owner of his lessee shall use his Residential Unit solely for residential purposes, and no business, professional or other commercial activity shall be operated from or out of any Residential Unit or any Common Area, which involves the delivery and/or distribution of goods and services which could become an annoyance to or infringement upon other residents.

No Owner shall use or permit such Owner’s Residential Unit or any Common Area to be used for any purpose which would (i) void or increase the cost of any insurance in force with respect to the Project, or (ii) make it unreasonably difficult to obtain any insurance required by this Declaration, or (iii) constitute a public or private nuisance, which determination may be made by the Board in its sole discretion, or (iv) constitute a violation of any applicable law, ordinance, rule or regulation (including the Rules and Regulations), or (v) unreasonably interfere with the use and occupancy of the Project by other Owners as determined by the Board in its sole discretion.

So long as the Developer owns any of the Residential Lots that are for sale, the Developer or its agent may use any Residential Lot that it owns as a “model home” for display to the public and may place and maintain such signs on any part of the Residential Lot owned as it may desire to advertise the Project or the sale of the Lots therein, as approved by the Board of Directors.

No fence, wall or hedge shall be placed on any Lot nearer to the front street than is permitted for a Residential Unit on said Lot. No fence, wall or hedge shall be placed on any Lot with a height greater than six (6) feet, and no wire or woven fence shall be permitted on a Lot unless such fence is inside of and no higher than a six (6) foot wooden privacy fence. Fences existing upon the date this Amendment to the Declaration is recorded which do not comply with these restrictions shall be reviewed by the Architectural Control Committee which may, within its discretion, require the Lot Owner to comply with these restrictions within a period of twelve (12) months following the Architectural Control Committee’s Decision. No obstructions of any type shall be allowed in the Common Area unless approved by the Board of Directors.

The use or discharge of firearms, firecrackers or fireworks is expressly prohibited on the Project.

No structure of a temporary character, mobile home, house trailer, manufactured home, house trailer, camper, boat trailer, or similar wheeled vehicle shall be used on any Lot at any time as a residence, either for temporary or permanent use. No house trailer, mobile home, camper, boat trailer or similar wheeled vehicle shall be stored or parked on any Lot for longer than a twenty-four (24) hour period except in a closed garage or within a fenced, walled or enclosed portion of said Lot, and provided further that it may not be seen above the enclosure from ground level. In the event of any dispute or alleged violation of this restriction, the Board shall be the sole arbiter of any such dispute or alleged violation. Parking for recreational vehicles and trailers is provided in the fenced and locked community parking area on a first come, first serve basis. The Board may within its discretion establish a reasonable fee for such use of the community parking area. Such community parking area is restricted to currently licensed boats, recreational vehicles, travel trailers, motor homes, pop-up campers and utility trailers owned by Mill Run homeowners. Parking of unlicensed or junk vehicles is not permitted, nor is the storage of miscellaneous material or goods. Parking of currently licensed automobiles is permitted so long as there is space available and not required by other homeowners for use for storage of other vehicles.

The Board has designated a single guest parking space large enough to accommodate a trailer or RV within the Association’s clubhouse parking lot. Water and electric service will be provided on a nominal fee basis for such single guest parking space, and availability shall be on a first come, first serve basis, not to exceed one (1) week in duration for any party. With approval of the Board, one additional RV unit ay be parked in the Association’s clubhouse parking lot (without water or electric service) on a case by case, as needed basis.

Each completed Residential Unit shall include a private garage with space for not less than two vehicles, excluding Lots upon which attached townhomes containing more than two units are located which shall provide a private garage with space for not less than one vehicle. The doors of each garage shall be closed except during usage. No garage shall be converted into a playroom or for purposes other than garage use.

No Lot Owner shall extend his balcony or deck in such a manner that the view of another Lot Owner may be impaired, provided that as to lots around the private lake on the Project, as deck may be extended to the water line at spillway level.

No building or structure upon any Lot shall be permitted to fall into disrepair, and each such building and structure shall at all times be kept in good condition and repair and adequately painted or otherwise finished.

Based on reasonable cause, after notification to the owner, and during reasonable hours, any member of the Board or any representative of any of them, shall have the right to enter upon and inspect any Lot or the exterior of any Residential Unit for the purpose of ascertaining whether or not the provisions of these restrictions have been or are being complied with, and such persons shall not be deemed guilty of trespass by reason of such entry.

The lake on the Project which is part of the Common Area shall at all times remain private for the sole use of Owners within the Project. Only small sailboats or canoes shall be allowed on the lake, with any type of motor being expressly prohibited. There shall be no swimming permitted in the lake. No piers shall be constructed on the lake except as a Common Area improvement approved by the Board.

No owner shall place or allow trash or other debris to be placed, thrown or dumped into the lake, and if any such violation occurs, the violator shall be liable to the Association for all expenses necessary to clear the lake of any such trash or other debris, including any dredging which may be necessary. Such expense may be specially assessed against a lot Owner in the same manner as provided in Article 4 of these Restrictions.

Owners shall at all times observe and comply with the Rules and regulations of the Association.

Each Owner shall be required to install and maintain in good repair and condition an automatic sprinkler system for such Owner’s Lot in accordance with the Building Standards, and each Owner shall water and fertilize all grass and other landscaped areas of his Lot regularly so as to keep same in good condition and appearance.

SECTION 2. CONSTRUCTION, DECORATION, MAINTENANCE, ALTERATION AND REPAIRS

An Architectural Control Committee shall be established and appointed by the Board for the general purpose of reviewing and approving plans and specifications for new construction and remodeling of Residential Units within the Project in order that the restrictions, harmony and value of properties within the Project is maintained and enhanced. Details, plot plans, building construction plans, and specifications showing the size, nature, color, kind, shape, height, material and location of structures shall be submitted to and approved in writing by the Architectural Control Committee. All plot plans shall show the drainage plan for controlling and shedding water from Lots with respect to any adjoining Lot. The Architectural Control Committee must indicate its approval or disapproval within twenty (20) days after the receipt of plans for new construction or remodeling any Residential Unit within the subdivision. All decisions of the Architectural Control Committee shall be final and binding, and there shall be no review of any such action; provided, however, any party seeking approval from the Architectural Control Committee may seek the legal remedy of injunctive relief from a court of competent jurisdiction if the Committee’s disapproval is patently arbitrary and capricious. Such party’s right to sue for injunctive relief shall be the sole and exclusive remedy of such party, and in no event shall the Architectural Control Committee or Association be liable to such party or any other party for any damages, attorney fees or court cost. The Architectural Control Committee shall have not less than three nor more than five members. The Architectural Control Committee shall prepare guidelines to be followed, including, but not limited to specifications regarding heated and cooled floor area, construction materials, workmanship, colors, design, compatibility, fences and enclosures, use of easements, and landscaping plans.

Subject to the provisions of Section 2(a) of this Article 2, each Owner shall have the right to modify, alter, repair, decorate, redecorate or improve the Interior Portion of such Owner’s Residential Unit, provided that such action does not impair the structural integrity, weaken the support or otherwise adversely affect any other Residential Unit or any Common Area, and provided that all such action is performed in a good and workmanlike manner. The Association shall have no responsibility to modify, alter, repair, decorate, redecorate, improve, or maintain the Interior Portion or Exterior Portion of any Residential Unit.

All planned exterior alterations of existing structures including color changes, must be submitted to the Architectural Control Committee for approval. Exterior modifications must be Unit and adjacent Residential Units. Attached Residential Units must have matching exteriors. Construction materials must be stored in a manner that will minimize impairment of views from neighboring properties and shall be removed as soon as possible after completion of work.

Each Owner, at his own cost and expense, shall maintain and be responsible for all of the maintenance, lawn care and repairs within his own Lot, including the Exterior Portion of his own Residential Unit, and at all times keep the same in good order and repair, and otherwise take such steps as may be necessary to preserve the value of this Residential Unit. Any Lot which is exposed to the public view must be maintained by the Lot Owner in a neat and orderly fashion. During the growing season, each owner shall perform regular mowing of grass, edging of curbs and cleaning of street gutters. All grass clippings and yard debris must be disposed of by each Lot Owner and may not be deposited on any vacant Lot within the Project. Dead trees and shrubs must be removed and disposed of properly. In the event an Owner should fail to meet such obligations of maintenance, lawn care and repairs in the opinion of the Board, then in such event the Association shall have the right to serve written notice of any such default, and the Lot Owner shall have an opportunity to cure the specified default within thirty (30) days from the date of receipt of any such written notice. Should the Lot Owner fail to cure the default specified in written notice from the Association, then the Association shall have right, but not the obligation, to perform such maintenance, lawn care or repairs as may be necessary under the circumstances, and such Lot Owner shall be obligated to reimburse the Association for all actual costs incurred. It shall not be necessary to make subsequent notices for routine maintenance such as lawn mowing after the initial notice and failure to cure. The Association shall have the further right to impose special assessments against the Lot Owner in default for any such maintenance expenses and costs in the same manner provided for under Article 4 hereof.

The Association shall maintain the fence around the perimeter of the Project excluding that portion of such fence located on the rear boundary line of any Lot, which portion shall be maintained in good repair and condition by each Lot Owner; provided, that if any Lot Owner fails to maintain in good repair and condition that portion of the perimeter fence along the Lot Owner’s rear boundary line, then the Association, upon the Lot Owner’s failure to cure such default within thirty (30) days from the date written notice of the default is given, shall have the right, but not the obligation, to perform any necessary repairs or replacements to the fence and specially assess the defaulting Lot Owner for any and all costs of repairs or replacement. The Association shall also maintain the Common Areas designated on the Plat to be owned by the Association, and except as hereafter stated, the Association shall pay such utilities, including electricity and water service, required to maintain said Common Areas. It is expressly understood and agreed, however, that the Association shall not be responsible for the maintenance of any utility pipes or lines located in, on or under a Lot, with the Owner of each Lot being responsible for such utility pipes or lines located on each Owners Lot.

SECTION 3. EASEMENTS AND TITLE TO THE COMMON AREAS

The Project and Lots shall be subject to an easement in favor of all of the Owners for minor encroachments created by construction, settling, rising or other movement of the Residential Units, and any encroachment resulting from the overhang or overlap of roofs and gutters.

A non-exclusive easement is hereby granted to each Owner in and to the Project for the purposes of access to and the maintenance and repair of each such Owner’s Residential Unit and if an Owner of any Lot must; in order to make reasonable repairs or improvements to such Lot or building thereon, enter or cross the common Area or another Lot, such Owner shall have the right and an easement to do so, provided that such Owner shall use the most direct, feasible route in entering and crossing over such area and shall restore the surface so entered or crossed to its original condition at his own expense.

A non-exclusive easement is hereby granted to each Owner in and to the common Areas for each such Owner’s use and enjoyment of the Common Areas, such easement being subject to the Rules and Regulations adopted, from time to time, by the Association.

A non-exclusive easement is hereby granted to the Association in and to the Exterior Portions of all of the Residential Units for the purpose of landscaping or other yard maintenance, maintaining and repairing the perimeter fence around the Project, lake and any Common Areas and any Residential Unit upon the Owner’s failure to do so in accordance with the terms and provisions of this Declaration. The Association shall also be entitled to and is hereby granted all maintenance and other easements designated on the Plat for the Association’s use and benefit. The Common Areas shall remain undivided and shall at all times be owned by the Association.

A non-exclusive easement is hereby granted to the Association in and to the Project for the purposes of providing and maintaining utility services (including without limitation electricity, gas, water, sanitary sewer, storm sewer, telephone and television antenna) to the Residential Units and the Common Areas. The Association shall have the right to assign, from time to time, such easement on a non-exclusive basis to Owners or others for the purposes of providing and maintaining utility services to any such Owner’s Residential Unit.

The Association shall have the right and are hereby granted a non-exclusive easement to use the Common Area and any Lot or portion thereof as may be needed for repair, maintenance or construction on such Lot or the Common Area.

Alteration Easement. If an Owner of any Lot must, in order to make reasonable repairs or improvements to such Lot or a building thereon, alter the building or other improvements on another Lot, such Owner shall have the right to do so, provided that such Owner shall (1) create as little alteration as possible consistent with good building and engineering practices, (2) promptly restore the building or other improvement altered to its original condition at his own expense, and (3) provide such bonding as the owner of the building or other improvement altered shall reasonably require.

Drainage Easement. Each Lot Owner covenants to provide such easements for drainage and water flow as the contours of the Land and the arrangement of buildings by Developer thereon requires.

Utility Easement. The ownership of each Lot and interest in the Common Area shall be subject to the following easements:

Valid easements shall exist on each Lot and in the Common Area for the benefit of the municipality and each authorized utility company for the reading of meters and for the installation, maintenance, repair, removal, or replacement of any and all authorized utility lines, pipes, wires, conduits, facilities, and equipment servicing the buildings as a whole or any individual Lot or appurtenances thereto or any part of the Common Area.

All Utility lines shall be in designated easements as shown on the Plat or in additional easements granted by the Association. However, installed utility lines, public or private, shall be considered to be a valid easement and may remain in the installed location and be repaired and/or replaced in such location.

Driveway Easements. An easement over that portion of each Lot upon which a common driveway is constructed shall exist on that portion of each Lot covered by the common drive for the benefit of each Lot Owner, the members of his family, his tenants, or other lawful occupants of each Lot and their guests, visitors, invitees, or permittees, and all such others persons as may be invited or permitted by the Association or its representatives, such easements to be used exclusively for the purpose of ingress and egress and access to each of the Lots. No act shall be performed by any Lot Owner, the members of his family, his tenants, or other occupants of each Lot or their guests, visitors, invitees, or permittees that would in any manner affect or jeopardize the free and continuous use and enjoyment of any other Lot Owner in or to the easements so granted.

The Association has a perpetual easement of reasonable dimension as shown on the Plat for the purpose of erecting and maintaining entrance signs identifying the Project.

Blanket Easement. An easement shall exist in favor of the Association over the Lots and the Common Area for the construction of a common cable television system, a common sprinkler system, or any other item for the common benefit of the Lot Owners. An easement shall also exist for the purpose of repair and maintenance of any item so constructed. An entry upon any Lot or the Common Area to effectuate the foregoing purposes shall not be deemed trespass. Each Lot Owner, by his acceptance of a deed to a Lot, agrees to subject any Lot owned by him to these easements, and covenants not to damage or destroy any portion of an item so constructed and shall hold the Association harmless for the cost of repairing or replacing any portion damaged or destroyed by such Lot Owner, his family, or his guests and invitees.

ARTICLE 3

MANAGEMENT AND OPERATION OF PROJECT

Section 1. MANAGEMENT BY ASSOCIATION. The affairs of the Project shall be administered by the Association. The Association shall have the power to provide for the maintenance, repair, replacement, administration, insuring and operation of the Project as herein provided for, and as provided for in the Bylaws and in the Rules and Regulations. Without limiting the generality of the foregoing, the Association, acting through the Board, shall be entitled to enter into such contracts and agreements concerning the Project as the Board deems reasonably necessary or appropriate to maintain and operate the Project as a viable residential, planned development subdivision, including without limitation, the right to grant utility and other easements with respect to the Project or parts thereof for uses the Board shall deem appropriate, and the right to enter into agreements with adjoining or nearby land owners or associations or entities representing such land owners on matters of maintenance, trash pick-up, repair, administration, security, traffic, operation of recreational facilities, or other matters of mutual interest. The rights, powers, and duties of the Association set out in this Declaration shall be exercised by the Board of its designees.

Section 2. MEMBERSHIP IN ASSOCIATION. Each Owner shall be a Member in the Association so long as he shall be an Owner, and such membership shall automatically terminate when such ownership ceases. Upon the transfer of ownership of a Residential Unit, howsoever achieved, including without limitation, by foreclosure of a lien upon a Residential Unit, the new Owner thereof shall, concurrently with such transfer, become a Member in the Association. If there are one or more Owners of a Residential Unit, then such Owners shall designate one of their number as the Member in the Association, and the Board shall have the right to rely on such designation until a written notice revoking such appointment is received by the Board. Any such Owners may designate the Member from among themselves in any manner they deem fit, and in the event that such Owners are unable to agree upon one of their number to be designated as the Member to the Association, then none of such Owners shall have any vote, fractional or otherwise, in the Association.

Section 3. MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors shall meet as set forth in the Bylaws.

Section 4. VOTING OF MEMBERS. Each Member shall have a vote or votes in the Association according to the Fractional Interest of each Member.

Section 5. DISPUTES. In addition to its other owners conferred by law or hereunder, the Board shall be empowered to create procedures for resolving disputes between Owners and the Board or the Association, including appointment of committees to consider and recommend resolutions of any such disputes.

Section 6. PROFESSIONAL MANAGEMENT. The Board may retain such professional management as the Board deems appropriate to perform the Day-to-day functions of the Association and to provide for the maintenance, repair, landscaping, insuring, administration and operating of the Project as provided for herein and as provided for in the Bylaws.

Section 7. BOARD ACTIONS IN GOOD FAITH. Any action or inaction by the board made or taken in good faith shall not subject the Board to any liability to the Association, its Members or any other party.

ARTICLE 4

MAINTENANCE EXPENSE CHARGE AND MAINTENANCE FUND

Section 1. PAYMENT OF MAINTENANCE EXPENSES. Except as hereafter provide, each Owner shall Contribute to the Maintenance Fund a portion of the annual Maintenance Expense Charge for the Common Area, expenses (including liability insurance and ad valorem taxes) and administration of the Project, including the landscaping, maintenance, repair and operation of the Common Areas by the Association, which portion shall be in proportion to such Owner’s Fractional Interest. The Maintenance Expense Charge shall be assessed in accordance with the provisions hereafter set forth. No Owner is or shall be exempt from such obligation to so contribute by waiver of use of the Common Areas or any portion thereof, or because of any restriction of such uses in accordance herewith, or with the Rules and Regulations, or because no improvements have been constructed on such Owner’s Lot.

Section 2. BUDGETS, ESTABLISHMENT OF THE MAINTENANCE EXPENSE CHARGE AND REPLACEMENT RESERVE FUND. Within a reasonable time after the recording of this Declaration, the initial Board shall meet and establish a budget for the Project for that portion of the Calendar year then remaining, which budge shall set forth the Board’s reasonable estimate of all expenses which the Association will incur in the operation and maintenance of the Project for the remainder of such year. The budget shall include a reasonable allowance for contingencies and any operating deficits for prior years, and all budgets shall establish a reasonable reserve fund, herein called the “Replacement Reserve Fund,” for repairs and replacements to the Common Areas and other portions of the Project designated in Article 2, Section 2 including those that must be replaced on a periodic basis. The budget may also provide for ad valorem tax expense of the Common Areas and, if the taxing authorities having jurisdiction thereover have not then separately assessed and valued individual Residential Units, the budget may also provide for ad valorem tax expenses for individual Residential Units. Annually, in the last calendar quarter of each year, the Board shall meet and establish such a budget for the next succeeding calendar year. Copies of each budget shall be available for inspection by the Owners. After each budget is adopted by the Board, the Board shall determine (i) the Maintenance Expenses Charge for the calendar year in question, and (ii) the portion thereof allocable to each Owner, and each Owner shall be obligated to pay semi-annually in advance on January 1 and May 1 of each calendar year one-half (1/2) of the portion of the Maintenance Expense Charge so allocated to such Owner. The Maintenance Expense Charge shall be allocated among those owners obligated by this Declaration to pay same accordingly. For such purposes, the Board may establish the Maintenance Expense Charge for each Residential Unit and adjust it retroactively to account for Residential Units being completed during a given semi-annual period. Such adjustments shall be made by the Board semi-annually or on such other periodic basis as the Board deems appropriate.

On Residential Units owned by the Developer or joint venture members of Mill Run Development, the assessments shall not commence until the first semi-annual assessment period after the developer Control Period has terminated; i.e., the first day of the month following the Election date. After the Election Date, when the Developer Control Period has terminated, the Developer shall pay the regular assessments for each Residential Unit it owns.

It is further provided that unless approved in the manner set forth below, the maximum assessments established by the Board for any calendar year may not exceed one hundred five percent (105%) of the assessment allowed for the preceding calendar year. If the Board determines at any time during the calendar year that a greater increase of the assessment is required to adequately perform the duties and responsibilities of the Association and pay all expenses thereof, then the Board may call a special meeting of the Owners. By the ascent of a sixty-seven percent (67%) vote of the quorum of Owners present at such special meeting, the assessment may be set at whatever level such Owners approve. The new assessment shall become the basis of future maximum annual increases, using the one hundred five percent (105%) formula as outlined above.

The Board shall have the authority to lower the assessment if the Board deems such action feasible.

Section 3. SPECIAL ASSESSMENTS. If the Board at any time, or from time to time, determines that the Maintenance Expense Charge assessed for any period is insufficient to provide for the continued operation of the Project and the maintenance of the Common Areas, or for other expenditures the Board is authorized to make under this Declaration, then the Board shall have the authority to levy such special assessments as it shall deem necessary to provide for such continued maintenance, operation, and other expenditures. Without limiting the generality of the foregoing, such special assessment may be assessed because of casualty or other loss to any part of the Common Area, to make up for any deficiencies caused by nonpayment of Maintenance Expense Charges by owners, or to pay ad valorem taxes. No special assessment shall be effective until the same is approved by the Members holding at least a majority of the votes in the Association in writing or by a majority at any regular or special meeting of the Members. Any such special assessment shall be payable (and the payment thereof may be enforced) in the same manner herein specified for the payment and enforcement of the Maintenance Expense Charge.

Section 4. PAYMENT OF MAINTENANCE EXPENSE CHARGE, ENFORCEMENT. One-half (1/2) of the Maintenance Expense Charge assessed against each Owner shall be due and payable in advance on the first day of January and May of each calendar year for which the Maintenance Expense Charge in question has been assessed. Any such amount not paid and received by the Association within fifteen (15) days of the due date shall be deemed delinquent and bear interest at the rate of ten percent (10%) per annum from the due date until paid. If any such amount shall remain unpaid after fifteen (15) days from the due date, at the Board’s election, the total Maintenance Expense Charge due from the delinquent Owner for the next twelve (12) months may be accelerated, and thereby become at once due and payable, and from the fifteenth day of the due date until paid shall bear interest at the rate of ten percent (10%) per annum. For purposes of the preceding sentence, if the Maintenance Expense Charge for the next twelve (12) months is not then known, it shall be deemed that the Maintenance Expense Charge for the next twelve (12) months shall be the same per annum as the then applicable Maintenance Expense Charge. If, after the Maintenance Expense Charge for the next twelve (12) months has been accelerated by the Board, satisfactory payments of the Maintenance Expense Charge and Accrued interest thereon are paid, then the Board may allow such charge to again be paid on a semi-annual basis. In order to secure payment of the Maintenance Expense Charge, a contractual lien in the nature of a Vendor’s Lien shall be and is hereby reserved and granted to the Association on each Lot within the Project, together with a power of sale to the Board, which lien may be foreclosed either through appropriate judicial proceedings or by public auction sale without judicial proceedings, subject to applicable notice and posting requirements of the Texas Property code. Each Owner, by accepting conveyance of a Lot, together with any improvements situated thereon, irrevocably grants to the Association a power of sale so that the lien securing payment of the unpaid sums required to be paid by this Declaration may be foreclosed at public action without judicial proceedings in the same manner provided by law in the State of Texas for a mortgagee foreclosing under a deed of trust with power of sale. The association shall have the authority to designate and appoint a trustee or substitute trustee to enforce the power of sale and lien herein provided for. The lien reserved herein shall be subordinate in all respects to any first mortgage recorded before the delinquent assessment became due and payable. In addition to foreclosure of the lien hereby retained, in the event of nonpayment by any Owner of such Owner’s portion of the Maintenance Expense Charge, the Association may, acting through the Board, upon ten (10) days prior written notice to the delinquent Owner, in addition to all other rights and remedies available at law or otherwise, pursue any or all of the following remedies:

The Association may suspend the voting rights of such delinquent Owner so long as the Owner is delinquent; and

The Association may suspend a delinquent Owner’s right to use the Common Areas, including Common Area recreational facilities (but not including Common Area access drives or other means of ingress and egress used by the Lot Owner for access to a Residential Unit) for such time as the Owner is delinquent.

An Owner of record of legal title to more than one (1) Lot within the Mill Run Subdivision as described in the Declaration shall pay full dues and Maintenance Expense Charges on the first two (2) owned lots; one half (1/2) dues and Maintenance Expense Charges on the third (3) thru sixth (6) lots; and one quarter (1/4) dues and Maintenance Expense Charges on lots in excess of six (6) owned lots. These provisions do not apply to a Mortgagee holding title to one or more lots within Mill Run Subdivision.

Section 5. MAINTENANCE FUND. The Maintenance Expense Charges collected by the Association shall be paid into the Maintenance Fund to be held for the use and benefit, directly or indirectly, of the Project. Such Maintenance Fund may be expended by the Board for the purposes set forth in this Declaration.

ARTICLE 5

INSURANCE AND REBUILDING

Section 1. PROPERTY INSURANCE AND REBUILDING. Each Lot Owner shall be responsible for obtaining and maintaining insurance against loss or damage by fire or other casualty with extended coverage on any Residential Unit and other improvements situated on the Owner’s Lot in an amount not less than the full insurable replacement cost thereof. In the event of a fire or other casualty causing damage or destruction to an attached Residential Unit, all proceeds of insurance policies carried by the Owner with respect to such fire and other casualty will be used for and made available by the Owner and any Mortgagee for the purpose of making necessary repairs, restorations or rebuilding. The Owner of such damaged or destroyed Residential Unit shall thereupon contract to repair or restore the damaged portion of such Residential Unit in accordance with plans and specifications approved by the Architectural Control Committee. In the event that the Owner so elects he may with Mortgagee consent declare the unit a total loss. In such case it will be the Owners obligation to clear the lot, reseed it and place it in the condition it was prior to original construction. Each Owner shall be responsible for the reconstruction, repair and replacement of all personal and/or other property in or a part of such Owner’s Residential Unit.

Section 2. INSURANCE ON COMMON AREAS. The Association shall obtain, and continuously keep in effect, insurance to insure any structures in or on the Common Areas against the risk of loss or damage by fire or other hazard as are covered under standard extended coverage provisions. The cost of such insurance shall be paid by the Lot Owners to the Association as part of the Common Area Maintenance Expenses. It is further understood and agreed that each Lot Owner shall be responsible, at his own personal cost and expense, for his own personal insurance on the contents and improvements in and on his Lot and any decorations, furnishings, and personal property therein as well as his own personal liability insurance.

Section 3. PUBLIC LIABILITY AND OTHER INSURANCE. The Association shall obtain comprehensive public liability insurance, with such limits as it shall deem desirable, fidelity bond coverage, workmen’s compensation insurance, and any other liability insurance as it may deem desirable, insuring each Owner and the Association from and against the Common Areas to the extent that such insurance may be obtained. All costs, charges, and premiums for such insurance shall be deemed a common expense to be included in the General Maintenance Expenses assessed against each Lot Owner.

ARTICLE 6

LEASING OF RESIDENTIAL UNITS

The board may, from time to time, promulgate rules covering and governing the leasing and renting of Residential Units. No such rule shall discriminate against any prospective lessee or tenants on the basis of sex, religion, race, color, creed, or on any other basis that is impermissible under any applicable law. In any event, any lease or rental agreement must be in writing and be subject to the requirements of this Declaration and the Association. No Residential Unit may be leased or rented for less than thirty (30) days, with a minimum initial term of at least six (6) months.

The Millrun Homeowner’s Association Board strongly discourages the purchase of property for the intention of using the property as rental property. However, if the unit is rented, the owner is responsible for making sure the property is maintained in accordance with the by-laws and that dues are paid. The owner must provide the names of the renters to the HOA Board and the owner must provide a current address to the Board. The owner is responsible for all violations, dues and fines and for proper maintenance of the property.

ARTICLE 7

AMENDMENT TO DECLARATION AND DURATION OF RESTRICTIONS

Section 1. AMENDMENT. After the Election Date, the consent of the Owners’ of Residential Units to which at least sixty-seven percent (67%) of the Fractional Interests in the Association, together with the approval of first Mortgagees holding mortgages on Residential Units which have at least fifty-one percent (51%) of the votes of Residential Units subject to mortgages, and upon written request, notice to all first Mortgagees holding mortgages on Residential Units, shall be required to add or amend any material provision to this Declaration or to the Bylaws of the Association which establish, provide for, govern or regulate any of the following: (1) voting; (2) assessments, assessment liens or subordination of such liens; (3) reserves for maintenance, repair and replacement of the Common Areas; (4) insurance or fidelity bonds; (5) rights to use of the Common Areas; (6) responsibility for maintenance and repair of the Residential Units and Common Areas; (7) expansion of the Project; (8) boundaries of any Residential Unit, except as may otherwise be provided for herein; (9) convertibility of Residential Units in Common Areas or vice versa; (10) leasing of Units; (11) imposition of any right of first refusal or similar restriction on the right of an Owner to sell, transfer or otherwise convey his Residential Unit; or (12) any provisions which are for the express benefit of first mortgage holders, insurers or guarantors of first Mortgages.

Section 2. DURATION. These Restrictions shall remain in full force and effect until January 1, 2020, and shall be automatically extended for successive ten (10) year periods thereafter; provided, however, these Restrictions may be terminated on January 1, 2020, or on the commencement of any successive ten (10) year periods by the filing for record in the Office of the County Clerk for Gregg County, Texas, within a period of twelve (12) months prior to such effective date of termination, of a written statement of the election to terminate these Restrictions executed and acknowledged by the Owners at the time of such filing of at least fifty-one percent (51%) of the Residential Units.

ARTICLE 8

PARTY WALLS

Section 1. GENERAL RULES OF LAW TO APPLY. Each wall that is built as a part of the original construction of the Residential Units upon the Project and placed on the dividing line between the Lots shall constitute a party wall and, to the extent not inconsistent with the provisions of the Article, the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply thereto.

Section 2. SHARING OF REPAIR MAINTENANCE. The cost of the reasonable repair and maintenance of a party wall shall be shared by the Lot Owners who make use of such wall equally.

Section 3. DESTRUCTION BY FIRE OR OTHER CASUALTY. If a party wall is destroyed or damaged by fire or other casualty, any Lot Owner who has used the party wall may restore it, and if any other Lot Owner thereafter makes use of the party wall, he shall contribute to the cost of restoration thereof equally with the other Owner without prejudice, however, to the right of any such Lot Owner to call for a larger contribution from the other Lot Owner under any rule of law regarding liability for negligent or willful acts or omissions.

Section 4. WEATHERPROOFING. Notwithstanding any other provision of this Article, a Lot Owner who, by his negligence or willful act or omission, causes a party wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection against such elements.

Section 5. RIGHT TO CONTRIBUTION RUNS WITH THE LAND. The right of any Owner to contribution from any Owner under this Article shall be appurtenant to the Land and shall pass to such Owner’s successors-in-title.

ARTICLE 9

MISCELLANEOUS

Section 1. SEVERABILITY. In the event of the invalidity or partial invalidity or enforceability of any provision or a portion of the Declaration, the remainder of this Declaration shall remain in full force and effect.

Section 2. RULES AND REGULATIONS. The Rules and Regulations with respect to the day-to-day maintenance operation and enjoyment of the Project may be amended from time to time by the Association. The Rules and Regulations are of equal dignity with, and shall be enforceable in the same manner as, the provisions of this Declaration, but in the event of a conflict, this Declaration shall control. Each Owner, by accepting conveyance of a Residential Unit, agrees to comply with and abide by the Rules and Regulations as the same may be amended from time to time.

Section 3. EXHIBITS. Exhibits “A”, “B”, “C”, and “D” attached hereto are incorporated herein by reference to this Declaration for all purposes as if set out verbatim herein.

Section 4. MORTGAGEE MATTERS.

An owner who mortgages his Residential Unit shall notify the Association, giving the name and address of Mortgagee. Each Mortgagee shall be permitted to notify the Association of the fact that such Mortgagee holds a Deed of Trust or mortgage on a Residential Unit. The Board shall maintain such information in a book entitled “Mortgagees of Residential Units.”

The Association shall notify a First Mortgagee, in writing, upon written request of such Mortgagee, identifying the name and address of Mortgagee and the Residential Unit, of any default by the Mortgagor in the performance of such Mortgagor’s obligations, as set forth in the Declaration, which is not cured within sixty (60) days. The Association, upon written request, shall notify a first Mortgagee of any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association.

The Association shall permit first Mortgagees to examine the books and records of the Association upon request and reasonable notice.

Notwithstanding anything to the contrary in this Declaration, it is agreed that:

Any first Mortgagee who obtains title to a Lot pursuant to the remedies provided in a mortgage or foreclosure of the mortgage shall not be liable for such charges which accrue prior to the acquisition of title to such Lot by the Mortgagee; provided, however, that the Lot Owner shall not be released from liability for any such accrued and unpaid dues or charges;

Unless at least sixty-seven percent (67%) of the first Mortgagees (based upon one vote for each first mortgage owned) of the individual Lots in the Project have given their prior written approval, the Association shall not be entitled to:

By act or omission seek to encumber, partition, subdivide, transfer, or sell the common Area owned, directly or indirectly, by the Association for the benefit of the Lot Owners; provided, however, it is understood and agreed that the granting of easements for public utilities or for other public services consistent with the intended use of such Common Areas shall not be deemed a transfer within the meaning of this clause;

Change the method of determining the obligations, assessments, dues or other charges which may be levied against a Lot Owner;

By act or omission change, waive or abandon any scheme of regulations, or enforcement thereof, pertaining to the architectural design or the exterior appearance of Residential Units, the exterior maintenance of Residential Units, the maintenance of the common areas, party walls or common fences and driveways, or the upkeep of lawns and planting areas in the Project;

Fail to maintain fire and extended coverage on insurable common property on a current replacement basis in an amount not less than one hundred percent (100%) of the insurable value (based on current replacement cost);

Use hazard insurance proceeds for the loss to any project common property for other than the repair, replacement or reconstruction of such common property.

First Mortgagees of Lots in the Project may, jointly or singularly, pay taxes or other charges which are in default and which may or have become a charge against any common property or areas, and may pay overdue premiums on hazard insurance policies or secure new insurance coverage on the lapse of a policy for such common areas, and first Mortgagees making such payments shall be entitled to immediate reimbursement therefore from the Association.

No Lot Owner, or any other party, shall have priority over any rights of the first mortgagee of a Lot in the Project pursuant to its mortgage in the case of a distribution to such Lot Owner of insurance proceeds or condemnation awards for losses to or taking common property in the project.

In the event the Association should at any time enter into an agreement for professional management of the Project or any other contract providing for services of the Developer, any such agreement or contract shall not exceed a term of three (3) years. Any such agreement or contract shall provide for termination by either party without cause and without payment of a termination fee upon giving ninety (90) days or less written notice.

Association dues or charges shall include an adequate reserve fund for maintenance, repairs and replacement of those elements of the common areas and property that must be replaced on a periodic basis and are payable in regular installments rather than by special assessments. In addition, there shall be established a segregated working capital fund for the operation of the Project to meet unforeseen expenditures or to purchase any additional equipment or services, equal to at least two (2) months estimated common assessments charged for each Residential Unit, said deposit to be collected at the closing of the sale of any Completed Unit. Any amounts paid into such fund shall not be considered as advance payments of regular assessments.

Upon written request, the Association shall furnish each Mortgagee an annual audited financial statement of the Association within ninety (90) days following the end of each fiscal year of the Association.

The Association shall furnish each First Mortgagee, upon request of such Mortgagee, prior written notice of all meetings of the Association, and permit the designation of a representative of such Mortgagee to attend such meetings, one such request to be deemed to be a request for prior written notice of all subsequent meetings of the Association.

Section 5. FINE FOR VIOLATION OF COVENANTS OR RULES. The association through its Board of Directors may remain owners of the Covenants and Rules. However, willful, flagrant or repeated violations of Owners will be subject to fines or sanctions or both. The Board of Directors shall have the right and authority to impose such fines or sanctions taking into consideration the severity of any such violation and whether or not such violation continues after the Owner receives a written request from the Board of Directors to cure or cease any such violation. Any fine so imposed upon an Owner shall not exceed $250 for any single violation. In the event a fine is imposed it shall constitute a contractual obligation of the Owner to the Association and shall be payable within thirty (30) days of the Owner receiving a demand thereof. They shall also accrue interest at the IRS rate. The Association may enforce collection of any such fine in the same manner as provided in Article 4 of Maintenance Expenses. The remedy provided for herein for violation shall be cumulative of all other remedies provided for in the Declaration or Bylaws.

Section 6. DELAY IN ENFORCEMENT. No delay in enforcing the provisions of this Declaration as to any breach or violation thereof shall impair, damage or waive the right of any party entitled to enforce the same to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times.

Section 7. LIMITATION OF LIABILITY. Developer, as well as its officers, agents, and employees shall not be liable to any Owner or lessee of the Land or any portion thereof or to any other party for any loss, claim or demand in connection with a breach of any provision of this Declaration by any part other than Developer, and Developer may not be held liable for any actions taken in good faith.

Section 8. REMEDIES. In the event any one or more persons, firm, corporations or other entities shall violate or attempt to violate any of the provisions of this Declaration, the Association and each purchaser, grantee, owner or lessee of the Land, or any portion thereof, may institute and prosecute any proceeding at law or in equity, to abate, prevent or enjoin any such violation or attempted violation.

Section 9. ENFORCEABILITY. The Restrictions adopted and established for the Land by the Declaration are imposed upon and made applicable to the Land and shall run with the Land and shall be binding upon and inure to the benefit of and be enforceable by the Association, each purchaser, grantee, owner and lessee of the Land or the improvements situated or hereafter situated thereon, or any part of either and the respective heirs, legal representatives, successors and assigns of the Developer, the Association and each such purchaser, grantee, owner and lessee.

Section 10. INTERPRETATION. The Association’s interpretation of the meaning and application of the provisions hereof shall be final and binding on all interested parties at any time in question.

Section 11. CORRECTION OF ERROR. The Association reserves the continuing right to amend this Declaration or the Bylaws for the purpose of resolving or clarifying any ambiguities or conflicts herein, or correcting any inadvertent misstatements, errors or omissions herein, or to comply with the requirements of Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Veterans Administration or Federal Housing Administration.

This Amended Declaration is executed in complete substitution and amendment of that certain prior Declaration executed on October 26, 1983, and filed in the office of the County Clerk of Gregg County, Texas, on the 20^th day of November, 1983, under Clerk’s File No. 21889, recorded in Volume 1494, Page 573, of the Deed Records of Gregg County, Texas, and to the extent of any conflict herein and said prior Declaration, this Amended Declaration shall control and constitute amendment thereto.

WITNESS THE EXECUTION HEREOF as of the 8^th day of December, 1992.

MILL RUN DEVELOPMENT

BY: /s/ Elzear Lemieux, Jr.

President Mill Run Homeowner’s Association, Inc.

/s/ Curtis Stokes Secretary Mill Run

/s/ Frederick Reed 1^st Vice President

/s/ James Wooten 2^nd Vice President

THE STATE OF TEXAS

COUNTY OF GREGG

This instrument was acknowledged before me on the 8^th day of December, 1992, on behalf of Mill Run Homeowners’ Association, Inc. a Texas non-corporation.

/s/ Rene’ Scott

Notary Public, State of Texas

My Commission Expires

08-19-94

EXHIBIT “A”

BYLAWS

MILL RUN HOMEOWNERS’ ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

The name of the corporation is MILL RUN HOMEOWNERS’ ASSOCIATION, INC. hereinafter referred to as the “Association.” The principal office of the Association shall be located at The Activity Center, Longview, Texas, 75604, but meetings of Members and Directors may be held at such places within the State of Texas, County of Gregg, as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

SECTION 1. All terms used herein shall have the meaning given thereto in the Declaration unless expressly stated to the contrary herein.

SECTION 2. “ARTICLES OF INCORPORATION” shall mean the Articles of Incorporation of the Association, as amended from time to time.

SECTION 3. “BYLAWS” shall mean these Bylaws of the Association, as amended from time to time.

SECTION 4. “DECLARATION” shall mean the Declaration of Covenants, Conditions and Restrictions, as amended from time to time, a copy of which Declaration is filed in the County Clerk’s Office of Gregg County, Texas on the ____ day of ____, 19___, under File No. ____. The Declaration is incorporated herein by this reference for all purposes.

SECTION 5. “DIRECTOR” shall mean a member of the Association’s Board of Directors.

SECTION 6. “MEMBER” shall mean those persons entitled to membership in the Association as provided in the Declaration.

SECTION 7. “NOMINATING COMMITTEE” shall mean a committee formed for the purpose of nominating candidates for election to the Board of Directors as contemplated by Article IV, Section 2 of the Bylaws.

SECTION 8. “OWNER” shall mean the owner of record of legal title to a Lot within the Mill Run Subdivision as described in the Declaration.

SECTION 9. “PROPERTY” shall mean the real property described in the Declaration.

SECTION 10. “RESIDENTIAL UNIT” shall mean a residential unit situated on a Lot within the Mill Run Subdivision.

ARTICLE III

MEMBERS, MEETINGS, AND VOTING RIGHTS

SECTION 1. COMPOSITION AND POWERS. Every Owner shall be a Member of the Association and shall continue to be a Member for so long as such owner owns a Lot, all as more fully set out in the Declaration. If more than one person or entity owns a Lot, only one of such Owners shall be a Member, which designation shall be made by a majority vote of all such Owners, and shall be specified in a written notice to the Board of Directors of the Association by such Owners. The foregoing is not intended to include persons or entities holding an interest in a Lot merely as security for the performance of an obligation. Membership shall be appurtenant to, and may not be separated from, the ownership of any Lot. Except as otherwise provided in these Bylaws or in the Declaration, all action to be taken or authorized by the Members shall be deemed validly taken or authorized upon adoption by vote of a majority of the Members present, in person or by proxy, at any properly called meeting at which a quorum is present, in person or by proxy.

SECTION 2. ANNUAL MEETINGS: The annual meeting of the Members shall be held on the fourth Monday in the month of January of each year at 8:00 P.M. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

SECTION 3. SPECIAL MEETINGS. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of five (5) Members.

SECTION 4. NOTICE OF MEETINGS. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association, or supplied in writing by such Member of the Association for the purpose of notice. Such notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 5. QUORUM AND ADJOURNMENT. The presence at any meeting, in person or by proxy, of Members entitled to cast twenty-five percent (25%) of the votes in the Association shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. Any meeting of the Association, whether annual or special, may be adjourned from time to time, whether or quorum be present or not, without notice other than the announcement at the meeting, and such adjournment may be to such time, date, and place as may be determined by a majority of the votes cast at such meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting as originally called.

SECTION 6. PROXIES. At all meetings of Members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

SECTION 7. VOTING. Each Member shall have a vote or votes in the Association according to the Fractional Interest appurtenant to the Lot owned by such Member, as set forth in Section 4 of Article 3 of the Declaration.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. COMPOSITION. The affairs of the Association shall be managed by a Board of five (5) Directors elected by the Members. Directors need not be Members of the Association. At the first annual meeting, the Members shall elect one (1) Director for a term of one (1) year, two (2) Directors for terms of two (2) years each, and two (2) Directors for terms of three (3) years each; and at each annual meeting thereafter the Members shall elect one (1) or two (2) Directors, as the case may be, for a term of three (3) years. Though elected for the term of years specified, Directors shall serve until their successors are elected.

SECTION 2. NOMINATION. Nominations for election to the Board of Directors shall be made by the Nominating Committee. Nominations may also be made from the floor at the annual meeting. The nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors, and two or more other persons who shall be either Directors or Members of the Association, but a majority of which shall be Directors. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or non-Members.

SECTION 3. ELECTION. Election to the Board of Directors shall be by secret written ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration and these Bylaws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

SECTION 4. REMOVAL. Prior to the election by the Members after the Election Date of the Board of five (5) Directors provided for in Section 1 of Article IV hereof, no Director shall be subject to removal by the Members. Thereafter, any Director may be removed from the Board of Directors, with or without cause, by an affirmative vote of a majority of a quorum in the Association represented at a special meeting called for such purpose. In the event of the death, resignation, or removal of a Director, his successor shall be elected by the remaining members of the Board of Directors and shall serve for the unexpired term of his predecessor.

SECTION 5. COMPENSATION. No Director shall receive compensation for any service he may render to the Association; however, any Director may be reimbursed for his actual expenses reasonably incurred in the performance of his duties.

SECTION 6. QUORUM. A majority of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of such Board of Directors. A vote of the Directors shall be valid if concurred in by a majority present at a meeting.

SECTION 7. ACTION TAKEN WITHOUT A MEETING. The Directors shall have right to take any action without a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

SECTION 8. MEETINGS. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may determine. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) Directors, after not less than three (3) days’ written notice to each Director, which notice may be waived by attendance at the meeting or by written waiver.

SECTION 9. POWERS AND DUTIES. The Board of Directors, for the benefit of the Members, shall have the following powers and duties:

To exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, Articles of Incorporation, for the Declaration.

To take all such lawful action as the Board of Directors may determine to be necessary, advisable or convenient to effectuate the purposes and provisions of the Declaration, the Articles of Incorporation, and Bylaws.

To perform any and all duties imposed on or powers allowed to the Board of Directors by applicable law.

ARTICLE V

OFFICERS AND THEIR DUTIES

SECTION 1. ELECTION OF OFFICERS. The officers of the Association shall be the President, one or more Vice Presidents, Secretary, and Treasurer, and, in addition thereto, in the discretion of the Board of Directors, such other officers with such duties as the Board of Directors shall from time to time determine. All officers shall be elected annually by the Board of Directors as the Board of Directors may determine. All officers shall serve until their successors shall have been elected or until they have been removed or have resigned. All officers shall be subject to removal at any time by the Board of Directors. The Board of Directors may, in its discretion, elect acting or temporary officers and elect officers to fill vacancies occurring for any reason whatsoever, and may, in its discretion, limit or enlarge the duties and powers of any officer elected by it. Any person may simultaneously hold more than one of any of the offices, except the offices of President and Secretary.

SECTION 2. THE PRESIDENT. The President shall preside at all meetings of the Board of Directors and the Members; see that orders and resolutions of the Board of Directors are carried out; and, unless otherwise provided by the Board of Directors, sign all leases, mortgages, deeds, and other written instruments that have been approved by the Board of Directors or pursuant to the authority granted by the Board of Directors.

SECTION 3. THE VICE PRESIDENTS. Each Vice President shall have such power and duties as may be assigned to him by the Board of Directors. If more than one Vice President is elected, the Board of Directors shall designate who is the First Vice President, who is the Second Vice President, etc. In the absence of the President, the First Vice President shall perform the duties of the President. Such authority to act for the President shall vest to the Vice Presidents in the order of their numerical designation by the Board of Directors.

SECTION 4. THE SECRETARY. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings in conformity with these Bylaws; keep appropriate current records showing the Members of the Association together with their addresses; and perform such other duties assigned by the Board of Directors.

SECTION 5. THE TREASURER. The Treasurer shall receive and deposit in appropriate bank accounts all money of the Association and shall disburse such funds as directed by resolution of the Board of Directors; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board of Directors; sign all checks and promissory notes of the Association; keep proper books of account; cause an annual statement of the Association’s books to be made at the completion of each fiscal year; prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members; and perform all other duties assigned to him by the Board of Directors. The Board of Directors shall require two (2) signatures on all checks or drafts, and at the discretion of the Board of Directors, the Treasurer may be required to be bonded.

ARTICLE VI

COMMITTEES

In addition to the committees provided for in the Declaration and the Bylaws, the Board of Directors may appoint such other committees as may be deemed appropriate by the Board.

ARTICLE VII

CORPORATE SEAL

The Association may have a seal in the form prescribed by the Board of Directors.

ARTICLE VIII

MISCELLANEOUS

SECTION 1. COVENANT TO OBEY LAWS, RULES, AND REGULATIONS. Each Member shall be subject to the Declaration and shall abide by the Bylaws and Rules and Regulations as the same are or may from time to time be established by the Board of Directors. Each Member shall observe, comply with, and perform all rules, regulations, ordinances, and laws made by any governmental authority of any municipal, state, and federal government having jurisdiction over the Property or any part thereof.

SECTION 2. FISCAL YEAR. The fiscal year of the Association shall begin on the First day of January and end on the 31^st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

SECTION 3. AMENDMENT. These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of seventy-five percent (75%) of the members present, in person or by proxy, so long as notice of the proposed Bylaw change was given to the Members at least ten (10) days in advance of the meeting. If any such amendment affects the rights of Mortgagees, the consent of seventy-five percent (75%) of the Mortgagees (based upon one (1) vote for each Mortgage held) shall also be required.

SECTION 4. CONFLICTS. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration and these Bylaws or the Articles of Incorporation, the Declaration shall control.

EXHIBIT “B”

AMENDMENT TO RULES AND REGULATIONS CONCERNING

USE AND OCCUPANCY OF MILL RUN SUBDIVISION (PHASE I AND II)

No sidewalk, driveway, parking area, hallway, walkway, or stairway, or any other Common Area shall be obstructed in any manner, nor shall any Owner store or place or cause to be stored or placed any object in such areas.

Owners may place upon patios appurtenant to such Owner’s Residential Unit furniture and such decorative items as such Owner may deem desirable, provided, however, that the Board shall have the right at any time to direct removal of any item which the Board determines, in its sole discretion, detracts from the general appearance of the Mill Run Subdivision.

No animal shall be permitted on the Project except household pets. The Board shall have the right to direct the removal of any pet which is disturbing to any other Owners in the Mill Run Subdivision. All pets must be restrained by a leash when outside of a Residential Unit, and no pet shall be allowed to run loose within the confines of the Project. No animals, livestock, or poultry shall be raised, bred or kept on any Lot or in any household, except that dogs, cats, or other household pets may be kept provided they are not kept, bred, or maintained for any commercial purpose.

No sign, notice, or advertisement of any type shall be posted within the confines of the Mill Run Subdivision without the prior written consent of the Board, provided that a “For Sale” sign not exceeding five (5) square feet in size may be used to advertise a Lot for sale to the public.

No radio, television antennas or satellite dishes shall be attached to the exterior or maintained outside of any Residential Unit without the prior written consent of the Board.

Each Owner shall keep his Residential Unit in good order and repair.

No campers, boats, house trailers and others similar items may be kept or stored in the common parking areas or drives. Vehicles not properly parked shall be subject to removal by the Board at the Owner’s expense.

No trash, garbage or debris shall be placed on any part of the Common Area, except in receptacles or areas designated for disposal of same, nor shall trash, garbage or debris be placed or permitted to accumulate upon any Lot. Trash and garbage in bags or cans intended for pick up by the municipal or other garbage service shall not be placed at the curb by Owners earlier then the evening before the day of the scheduled pick up.

No outside clothes or drying lines shall be installed or permitted to be installed on a Lot or in the Common Area.

The Swimming Pool Rules and Regulations set forth shall apply to the Swimming Pool located on the Association’s Common Area recreational facility.

These Rules and Regulations may be amended at any time and from time to time, by the Board.

Revision #1 – March 23, 2004

NO basketball goal, either temporary or permanently mounted, shall be located on any lot nearer than ten (10) feet to the front street of the said lot.

Revision #2 – March 1, 2006

A transfer fee in the amount of $50.00 will be collected at closing. This fee covers the costs involved in processing a new homeowner. Including pool card, bylaws, title assessments, etc.

OVERCROWDED HOUSING – Millrun HOA has enforced limits to the number of persons living in a residence. A family is defined as: One or more persons related by blood, marriage or adoption plus not more than two unrelated persons living as a single housekeeping unit. The number of residents is also determined by the number of bedrooms. There should be no more than three people per bedroom. A guest is a person who is a temporary resident (less than 25% of the time) and does not use the unit as a legal address for any purpose. If a unit is in violation, the number of residents must be reduced to the number allowed. Fines can be charged in the amount of $250.00 and liens will be filed against the property.

Revision #3 – March 12, 2009

Exterior Holiday decorations By-law Amendment March 2009

Exterior Holiday decorations shall be confined to one week prior to a Recognized Holiday and one week after a Recognized Holiday. Christmas Holiday decorations shall be the one exception. Christmas decorations shall be confined to the weekend prior to Thanksgiving and the weekend following New Year’s Day. Homeowners will be fined $250.00 per violation. The Board shall also maintain discretion as to the appropriateness of decorations and reserves the right to contact homeowners if decorations are found to be distasteful, excessive or disruptive to the neighborhood.

Rental Property By-law Amendment March 2009

Because the board of Mill Run believes that the safety, comfort and security of the homeowners should be first priority, the following shall be implemented when a homeowner decides to rent or lease his property out:

Criminal Background checks are required on persons over 18 who will be occupants living in the property. The intent is to keep those with histories of drugs, thefts, sex offenders and felons from occupying residents in the subdivision.

Credit Checks will be completed on the person(s) who signs the rental agreement. This is because the renters are responsible to pay fines for violations to rules and regulations of the by-laws.

A check of county jail searches should be done from the county the renters and occupants are moving from if applicable, and/or a check of Gregg County and surrounding areas done if living in/or around Gregg County.

Copies of the above, along with copies of the lease agreement and names of all persons living at the property, shall be provided to the board of directors at least one week before move-in. The Homeowner must obtain a copy of the by-laws from a Board Member and have a letter signed by the renters stating they have received the by-laws and that they will abide by them. All homeowner’s who have rental property will be required to abide by this by-law and will be subject to a $250.00 fine for each violation. Homeowner’s are responsible for by-law violations of their renters and will be fined for by-law violations along with the renters. Each by-law violation is a $250.00 fine.

EXHIBIT “C”

PHASE I

FIELD NOTES OF 19.609 ACRES OF LAND

Being all that certain 19.609 acre lot, tract or parcel of land, the West portion of two tracts of land conveyed by P.D. Harrison to C.O. Bolt, et ux, 32.24 acres, on April 7, 1948, as recorded in Volume 317, Page 129, and 9-1/3 acres on July 14, 1948, as recorded in Volume 318, Page 534, Deed Records, Gregg County, Texas, situated about 5 miles Northwest from Longview, in the William Robinson Survey A-177, Gregg County, Texas, and more particularly described as follows:

COMMENCING at a 4: iron fence post on East line of Arrow Road for the common West corner of the lands of Mittie Bolt and C.E. Toler, the Southwest corner of the call 32.25 acre tract of land mentioned above, the Southwest corner of the 18.93 acre tract of land conveyed by Mittie A. Bolt, et al, to Thomas M. Smith, May 22, 1975, as of record in Volume 975, Page 168, Deed Records, Gregg County, Texas;

THENCE North 88 deg. 41’ 39” East, 247.69 feet to a 3/8” square top iron rod for the POINT OF BEGINNING at the Southeast corner of a 0.97 acre tract of land conveyed by Thomas M. Smith to Charles H. Allen, by Deed dated April 12, 1977, and filed April 14, 1977, under Clerk’s File No. 5492;

THENCE with East line said 0.97 acre tract of land and a call 1 acre tract of land conveyed by C.O. Bolt to Charles H. Allen, November 30, 1966, as of record in Volume 707, Page 298, Deed Records, Gregg County, Texas, North 1 deg. 46’ 39.9” East, 164.97 feet to a ¾” iron pipe and North 32 deg. 54’ 19” East 180.51 feet to a ¾” iron pipe at the Northeast corner of the Charles H. Allen 1 acre tract of land;

THENCE with North line of Charles H. Allen 1 acre tract of land South 88n deg. 59’ 09” West 250.3 feet to occupational West corner on East Line Dundee Road;

THENCE with East line Dundee Road, North 35 deg. 37’ 40” East, 199.69 feet to an iron stake at Southwest corner of tract of land reserved by Mrs. C.O. Bolt around her residence, in conveyance to Thomas M. Smith in field notes by Perry Thompson April 3, 1975, and later conveyed by Mrs. Mittie A. Bolt, et al, to Thomas M. Smith; North 31 deg. 57’ 26.1” East 138.7 feet; North 31 deg. 59’ 44” East 317.13 feet to a 2-1/2” iron pipe for the Southwest corner of a 1 acre tract of land conveyed by C.O. Bolt to Charles Bolt, Jr., et ux, September 8, 1975, as recorded in Volume 387, Page 389, Deed Records, Gregg County, Texas, and later conveyed to Thomas M. Smith;

THENCE North 35 deg. 53’ 20.2” East 134.18 feet to the Northwest corner of said 1 acre tract of land; and North 34 deg. 10’ 31” East, 133.61 feet to the Southwest fence corner of the 1 acre tract of land conveyed by C.O. Bolt, et ux, to Dude Ray, et ux, September 15, 1952, as of record in Volume 389 Page 60, Deed Records, Gregg County, Texas;

THENCE with said latter 1 acre tract of land, North 88 deg. 30’ 28” East, 410.79 feet to a fence corner post for the Southeast corner of same, and North 35 deg. 56’ 49” East, 133.23 feet to a 2-1/2” iron pipe in South line Lot 10, Block 1, Unit 1, Helane Village Subdivision;

THENCE with South line of Lot 2 of said Subdivision North 88 deg. 25’ 58” East, 85.73 feet to an iron stake in same on East side of branch, for the common North corner of the Thomas M. Smith 18.93 acre tract of land, with James K. Simmons 19.46 acre tract of land;

THENCE with line between the two latter tracts of land, and crossing branch and dam, South 2 deg. 03’ 51” West, 218.91 feet South 8 deg. 17’ 58” West, 653.05 feet and South 6 deg. 02’ 47” West, 316.69 feet to an iron stake for their common South corner on the North line of lands of C.E. Toler;

THENCE with North line of a 14.12 acre tract of land conveyed by P.D. Harrison to C.E. Toler, April 15, 1946, as recorded in Volume 297, Page 222, Deed Records, Gregg County, Texas, South 88 deg. 29’ 19” West 803.73 feet to the POINT OF BEGINNING, and containing 19.609 acres of land, more or less.

EXHIBIT “C”

PHASE II

FIELD NOTES OF 19.46 ACRES OF LAND

Being all that certain 19.46 acre lot, tract or parcel of land, the East portion of two tracts of land conveyed by P.D. Harrison to C.O. Bolt, et ux, 32.24 acres, on April 7, 1948, as recorded in Volume 318, Page 534, Deed Records, Gregg County, Texas, situated about 5 miles Northwest from Longview, in the William Robinson Survey, A-177, Gregg County, Texas, and more particularly described as follows:

BEGINNING at a 3/8” iron rod for the common East corner of the lands of Mittie A. Bolt and C.E. Toler, on the West line of Lot 22, Block 1, Unit 1, Helane Village Subdivision, 211 feet South of Southwest corner of Fay Drive;

THENCE with occupational line between lands of Toler and Bolt, South 88 deg. 21’ 56” West, 804.5 feet to an iron stake for the common South corner of this tract of land with an 18.93 acre tract of land conveyed to Thomas M. Smith;

THENCE with common line between Thomas M. Smith and James K. Simmons, North 6 deg. 02’ 47” East 316.69 feet, North 8 deg. 17’ 58” East, 643.05 feet and North 2 deg. 03’ 51” East 218.91 feet to an iron stake in South line of Lot 3, Block 1, Unit 1, Helane Village;

THENCE North 88 deg. 26’ 08” East, at 200.75 feet past common South corner of Lots 4 and 5 of said latter subdivision, at 205.75 feet to a point in South line of Lot 5;

THENCE continue with North 88 deg. 58’ 37” East 443.95 feet, South line of said subdivision, to an iron stake for Northwest corner of Lot 11, on South line of Lot 9 of Block 1, Unit 1, Helane Village;

THENCE South 0 deg. 56’ East, 1170.51 feet with West line of Lots 11 and 22 of said subdivision to the PLACE OF BEGINNING and containing 19.46 acres of land.

EXHIBIT “D”

REVISED

MILL RUN SUBDIVISION

RESTRICTIONS

All common areas, (as shaded on Mill Run Plat) shall be maintained by Mill Run Homeowner’s Association.

Lots shall have the following setbacks:

Setbacks reflected on the recorded plats of mill Run, Phases I and II, as amended.

All Driveways serving individual Residential Units in Mill Run Phase I shall have a minimum length of twenty-five (25) feet to the curb line.

Lake front Lots may have patios or decks from structures to the rear property line lakeside.

Minimum Living Area – Phase I minimum of 1,000 square feet, except lakefront lots – minimum of 1,350 square feet, Phase II minimum of 1,750 square feet.

Maximum Height – 2 stories

Attached housing (“0” Lot Line) shall be allowed on any adjoining lots, provided no more than four (4) houses to a luster, except townhouse location, Lots 33 through 42, Block 3, which may be “rowhouse”, (all attached) construction.

No opening shall be allowed on the zero-lot line side of any Residential Unit. Residential Units set back three (3) feet from a Lot line shall be allowed an opening not to exceed more than twenty percent (20%) of the total wall area.

Overhangs on the zero-lot line of a Residential Unit shall not exceed twenty-four (24) inches including gutter. All overhangs on the zero-lot line side shall be guttered with down spouts returning water to the Lot that such structure is located on.

The City of Longview shall have access to all driveway easements for the purpose of performing municipal services, including garbage pick-up.

No storage structures shall be visible from above the fence line. Any storage structures in place before February 14, 2005, may remain with the exclusion of any metal storage structures, which can be seen from above the fence line. Any storage structure, which is visible and was constructed after February 14, 2005, will be in violation of the by-laws. Any storage structure which is in violation of the by-laws, is subject to removal and a fine of $250.00 can be imposed on the property for failure to remove the structure.

RULES FOR PARKING AREA

Only homeowners will be eligible to use the parking area.

A homeowner may sign up for only one space. If no spaces are available, the homeowner may be placed on a waiting list until a space becomes available.

Upon assignment of a space, the homeowner will be given a key to the parking area. It is the responsibility of the homeowner to keep the parking area gates closed and locked when not in use.

If a key is lost, it is the homeowner’s responsibility to report the loss to the committee chairman responsible for the parking area so new keys can be made for the parking area.

The parking area is to be used for the parking of trailers, boats, RV’s and cars only. Cars may be parked in this area on a space available basis ONLY. If the space is needed by another resident for storage of a boat, trailer or RV, the car must be removed. This area is not for the storage of any other item! ABSOLUTELY NO STORAGE OF ANY OTHER ITEMS IS ALLOWED! For additional information, refer to Article 2, Section 1 (f) of the Declaration.

Violation of the above rules will result in the following:

A verbal warning will be given.

A written warning will be issued.

Loss of privilege.

Homeowner’s using a parking area will be charged $120.00 per year for their space. $120.00 is due on January 31^st of each year. Homeowners with late payments may be assessed a fine of up to $250.00. Send payments to: Millrun Homeowner’s Association, 210 Millpond Dr., Longview, TX 75604.

MILLRUN HOMEOWNERS’ ASSOCIATION

CARD ENTRY RULES FOR POOL GATE

Each family will be issued ONE card.

NO additional cards will be issued for any reason.

Replacement cards for lost or damaged cards can be obtained for $20.00

ANY violations of pool rules will result in lockage of card to work properly and entry to the pool will be denied.

First Violation – Verbal Warning

Second Violation – Parents and/or Police Notified AND Restricted for Two (2) Weeks

Third Violation – Restricted from Pool for the Remainder of the Season

Any member of the Board of Directors will decide if blockage of pool area is necessary, and their decision is final.

Any family member 16 years or older can use the pool card and will be held responsible for any younger family members or guests.

Any homeowners with unpaid or delinquent homeowners’ dues will NOT be allowed to use the pool under any circumstance, even as a guest of another homeowner. Their pool card will be blocked so that entry to the pool area will be denied.

MILLRUN HOMEOWNERS’ ASSOCIATION

SWIMMING POOL RULES AND REGULATIONS

Children under 16 years of age must be accompanied by an adult or they will be asked to leave. The POLICE AND PARENTS will be notified and card blocked.
THERE IS NO LIFEGUARD ON DUTY. Swim at your own risk.
Guests must be accompanied by a resident or they will be told to leave.
Number of guests: Out of consideration for the many residents of Millrun, and their enjoyable use of the pool, please limit the number of guests per family to not more than 3 people. Residents will be responsible for the conduct of their invited guests and must accompany them to the pool area.
No pets in the pool area.
No glass containers or food in the pool area.
The pool area is a NO SMOKING
Swimsuits only in the pool. Absolutely no cut-offs of any kind. Anyone swimming in cut-offs will be asked to leave.
No running is allowed around the pool or clubhouse area.
No diving is permitted in the shallow end of the pool or in the wading pool.
No boats or canoes in the pool. Personal floats only.
Do not make any unnecessary noise in the clubhouse or pool area. This adversely affects the enjoyment of others.
Do not feed the ducks in the pool area or gazebo.
When entering the clubhouse, be sure to towel dry feet and legs, as the floor can be very slick when wet. Do not leave floors wet if you use the interior clubhouse restrooms as a changing area.
Absolutely no swimming or wading in the lake.
Residents will be responsible for any damage caused by family members or guests.
Trash cans are provided in the pool area, so please deposit any trash in the trash containers.
Pool and pool area will open at 10:00 am and close at 9:00 pm.
No standing or diving from the pool exit rails.
No pool side furniture in the pool.
ANY violations of pool rules will result in blockage of card to work properly and entry to the pool will be denied.
ANYONE entering the pool area must have a pool card. PLEASE DON’T LET ANYONE IN THAT DOESN’T HAVE A POOL CARD.
ANYONE ALLOWING CHILDREN UNDER THE AGE OF 16 TO ENTER THE POOL SECURITY GATE WITHOUT THEIR PARENTS, WILL BE RESPONSIBLE FOR THE SAFETY OF THOSE CHILDREN.

As residents of Millrun, it is up to each of us, individually, to take pride in our subdivision and all our amenities. As a homeowner of Millrun, you have a vested interest in all areas of policing violations, so please take it upon yourself to see that the rules are observed.

MILL RUN HOMEOWNER’S ASSOCIATION

CLUBHOUSE RULES AND REGULATIONS

All common areas are for the enjoyment of all Mill Run residents. These rules of conduct have been drawn up as a guideline for all residents to observe so everyone can enjoy these facilities on an equal basis. Please see that your family and guest(s) adhere to these rules at all times.

The clubhouse may be reserved for private parties by calling the office for reservations. A deposit of $50.00 must be made to secure the reservations. If the clubhouse is left clean, in order, and the key returned, your deposit will be refunded. If the deposit is retained for any reason, it will be increased the next time. TEENAGE AND CHILDREN’S PARTIES MUST HAVE ADULT SUPERVISION.

The clubhouse may be reserved by Mill Run residents for a maximum of 2 consecutive days ($60 deposit required) except for holidays and reservations will be limited to one day only.

Use of clubhouse is limited to no more than 50 people at any one time.

Parking is available for a maximum of 19 cars at the clubhouse. No on street parking is allowed due to traffic congestion on the private street and inconvenience to neighboring homes.

The clubhouse key must be returned by noon the following day. Failure to return the key by the deadline time will result in the forfeiture of the full deposit.

The Mill Run Homeowner’s Association will not be responsible for personal items left in the clubhouse or around the pool area.

The clubhouse is to be kept neat and free of clutter at all times. This applies equally to the “drop-in users.” Cleaning equipment will be kept in the storage room for this purpose.

Children under 16 years of age must have adult supervision when in the clubhouse.

When the clubhouse is reserved and in use for private parties, please respect the signs and DO NOT enter the clubhouse for any reason.

Residents and guests who are wet from pool activities should not sit on the inside furniture. Do not leave wet floors if you use the clubhouse restrooms as a change area.

When leaving the clubhouse, after reserved use, be sure all inside lights are turned off, all doors locked, blinds are closed, ceiling fans are turned off and thermostat turned off.

When the clubhouse is reserved, it must be vacated NO LATER THAN MIDNIGHT.

The pool area CANNOT be reserved for exclusive use at any time. Only the clubhouse.

No grills or charcoal cooking is allowed on the gazebo or around the pool except in designated area.

Any reserved use of the clubhouse must be confined to the interior of the building. No use of the poolside area, or parking lot, for activities is permitted.

Please control the behavior, music and noise levels of your group so that no one living near the clubhouse will be disturbed.

Only scotch tape or masking tape can be used to hang streamers or posters on the painted walls, fireplace brick, and door windows. All evidence of tape and decorations must be removed completely and please remove very carefully. No use of nails, staples, thumb tacks, straight pins, hot glue, sticky tabs are to be used on the painted walls, wallpaper, cedar panel, fireplace brick, blinds, counter tops, door panels, ceiling fan blades, and light fixtures to hang posters, streamers, or any kind of decorations. Failure to comply could result in the forfeit of your deposit.

(revised) 1. TEENAGE AND CHILDREN’S PARTIES MUST HAVE ADULT SUPERVISION BY THE HOMEOWNER.

Use of the clubhouse is limited to no more than 50 people at any one time.

(revised) 4. Parking is available for a maximum of 19 cars at the clubhouse. No on-street parking is allowed due to traffic congestion on the private street and inconvenience to neighboring homes. Failure to comply will result in towing or police enforcement.

(revised) 7. The clubhouse is to be kept neat and free of clutter at all times. This applies equally to the “drop-in users.” Cleaning equipment will be kept in the storage room for this purpose. The floor is to be mopped and waxed after each use.

(revised) 8. Anyone under 21 years of age must have adult supervision when in the clubhouse.

When the clubhouse is reserved, it must be vacated NO LATER THAN MIDNIGHT.

(revised) 15. Any reserved used of the clubhouse must be confined to the interior of the building. No use of the poolside area (except during the swimming season), or parking lot, for activities is permitted. The front lawn of the activity center is not a playground.

(revised) 16. Please control the behavior, music and noise levels of your group so that no one living near the clubhouse will be disturbed. No alcohol consumption or smoking by minors.

The above has already resulted in parties being terminated and the police notified.

Also, the clubhouse can only be rented by a Mill Run Resident and the resident must be present during the duration of the party.

Remember the Activity Center is everyone’s Community Center and let’s take responsibility for our parties and our neighbors’ privacy and property.

If this continues to happen, the Board of Directors will be forced to CLOSE the Activity Center for homeowner use.

Board of Directors

March 1994

INSTRUCTIONS FOR CLEANING CLUBHOUSE

Broom, mop, towels, and cleaners are in the storeroom.

All floors need to be swept and mopped.

All garbage is to be removed from both bathrooms and kitchen. (take with you)

If fireplace is used, remove ashes and clean out.

Kitchen: Remove all food from refrigerator, clean interior and exterior of refrigerator, clean stove, wash counters and clean out sink. Any pans, napkins, cups, silver, or food not removed will be trashed.

You will need to supply a vacuum to sweep the rug and furniture.

Please inform the management if any supplies are needed or if anything is not working properly, etc.

After use return key (leave under front door mat if not home) before noon following day after use. Deposit will be returned after activity center is inspected and everything is cleaned per instructions.

Turn thermostat off.

Turn off all fans and lights, close all window blinds, lock and dead bolt all doors.

The clubhouse must be cleaned the same night after use (not the following day). Failure to comply could result in the forfeit of your deposit.

Thank you, The Management

MILL RUN COMMITTEES

BUDGET AND FINANCE

Review anticipated income and expenses.

Compare previous year’s income and expense ratio.

Receive the recommended budget needs for the ensuing year from the committees.

Prepare budget for Board of Directors review and approval.

ACTIVITY CENTER

Solicit and receive bids for the maintenance and upkeep of pool and activity center and submit recommended budget to the Budget Committee 30 days prior to Annual Meeting.

Review and establish the rules and regulations for the use of the pool and activity center (to include opening and closing dates for the pool and hours of pool use).

Insure that the pool, activity center and adjacent parking area are adequately maintained and that parking restrictions are followed during use of the activity center.

Monitor the use of the activity center and see that all rules are enforced.

Develop and maintain a system for key dispersal and return for activity center reservations and inspection of facilities for approval of deposit return.

Reservations for the use of the activity center and the required deposits are to be received by the treasurer.

GROUNDS MAINTENANCE

Solicit and receive bids for the maintenance of the common areas based upon the maintenance contract format and submit recommended budget to the Budget Committee 30 days prior to the annual meeting.

Review the maintenance contract format on an annual basis for any changes needed and recommend such changes to the Board of Directors.

Establish procedure for monitoring maintenance contractor’s performance and ensure that the overall appearance of Mill Run is properly maintained.

Receive, investigate and correct any complaints regarding overall appearance and condition of Mill Run.

ARBITRATION AND BYLAWS

Receive and investigate all complaints concerning violation of the current Restrictions. Covenants and Bylaws of Mill Run and the homeowners’ association.

Present recommended course of action concerning such complaints and violations to the Board of Directors.

Review the Restrictions, Covenants and Bylaws on a regular basis and present recommended changes to the Board of Directors.

ARCHITECTURAL COMMITTEE

Review and approve plans and specifications for new construction and remodeling of residential units within the neighborhood in order that the restrictions, harmony and value of properties are maintained and enhanced.

Plans, drawings and specifications shall be submitted to the Architectural Committee prior to starting any construction work.

Prepare guidelines to be followed, including, but not limited to specifications regarding heated and cooled floor area, construction materials, workmanship, colors, design, compatibility, fences and enclosures, use of easements, and landscaping plans.

WELCOMING COMMITTEE

Greet each new homeowner or resident in person within 30 days after moving in.

Give new resident a copy of Mill Run bylaws, covenants and restrictions, pool rules, telephone number of treasurer, etc.

Acquaint new resident with Homeowners’ Association and committees.

Answer questions as necessary.

ACTIVITIES

The purpose of this committee is to enhance the sense of community and create wholesome family-oriented activities for the enjoyment of all homeowners throughout the year.

Present suggested annual programs and required budgets to the Budget Committee 30 days prior to the annual meeting.

Plan, organize and execute activities for various age groups, subject to Board of Director approval and funding.

INFORMATION AND PUBLICATIONS

The purpose of this committee is to keep Mill Run homeowners informed regarding any activities, and to publish any information/news which would be of general interest.

Present a proposed budget to the Budget Committee 30 days prior to the annual meeting regarding the cost of such publication/newsletter.

Work in conjunction with Board of Directors and any committee for the purpose of publishing such information.

SECURITY PATROL

The purpose of this committee is to maintain a watchful eye for anyone from outside (not an invited guest) Mill Run who is using the amenities (i.e., fishing, tennis, etc.) and should not be doing so.

Watch for speeders in Mill Run.

Assist in monitoring the use of the pool by uninvited persons who are not accompanied by a homeowner.

MILL RUN HOMEOWNERS’ ASSOCIATION

LAKE RULES AND REGULATIONS – CLARIFICATIONS AND ADDITIONS TO PARAGRAPH CITED BELOW AS APPROVED BY THE MILLRUN HOMEOWNERS’ ASSOCIATION BOARD IN APRIL 2005 AND PUBLISHED IN THE MAY 2005 NEWSLETTER AND DELIVERED TO EACH HOMEOWNER

“The lake on the Project which is part of the Common Area shall at all times remain private for the sole use of Owners within the Project.” Article 2 Section 1 paragraph L., Page 5

GUEST MUST BE ACCOMPANIED BY A RESIDENT, or they will be told to leave.

NUMBER OF GUESTS out of consideration for the many residents of Mill Run, and their enjoyable use of the lake, please limit the number of guests per family to NO MORETHAN 4 PEOPLE. (Exception may be granted by the board) Residents will be RESPONSIBLE for the conduct of their invited guests.

No Pets in the lake.

NO GLASS CONTAINERS in the lake area.

NO SIMMING in the lake.

ONLY SMALL sailboats, paddleboats or canoes shall be allowed on the lake, with any type of motor being expressly prohibited.

These rules are posted for the benefit, enjoyment and protection of all Mill Run residents and their guests. Observance of these rules will allow everyone to enjoy the facilities on an equal basis. Please see that your family and guests adhere to these at all times.

NEW BY-LAW

1/27/2014

Article VIII, Miscellaneous, Exhibit “B”, Item 8, page 35 amended as follows:

(Exhibit “B” Amendment to Rules and Regulations Concerning Use and Occupancy of Mill Run Subdivision Phase I and II)

All trash containers and recycle containers must be stored out of the public view. All trash containers and recycle containers are only allowed outside on trash or recycle pick up days between the hours of 7:00 am and 7:00 pm. Residents violating will receive a warning notice. Continued violations will result in a $250.00 fine.

AMENDMENT – JULY 19, 2021

Article VIII, Miscellaneous, Exhibit “B”, Item 8, page 35 amended as follows:

(Exhibit “B” Amendment to Rules and Regulations Concerning Use and Occupancy of Mill Run Subdivision Phase I and II)

No trash, garbage or debris shall be placed on any part of the Common Area, except in receptacles or areas designated for disposal of same, nor shall trash, garbage or debris be placed or permitted to accumulate upon any Lot. Trash and garbage in bags or cans intended for pick up by the municipal or other garbage service shall not be placed at the curb by owners earlier than 7:00 p.m. on the evening before the day of the scheduled pick-up and be stored out of the public view before 7:00 p.m. the day of the pick-up. Residents violating will receive a warning notice. Continued violations will result in a $250.00 fine.

NEW BY-LAW AMENDMENT – JULY 19, 2021

Article VIII, Miscellaneous, Exhibit “B”, Page 30

(Exhibit “B” Amendment to Rules and Regulations Concerning Use and Occupancy of Mill Run Subdivision Phase I and II)

No fence or wall shall be placed on any lot with a height greater than eight (8) feet. The front street facing fence shall match the adjoining neighbor’s fence. Fences existing upon the date of this amendment which do not comply with these restrictions shall be grandfathered.

AMENDMENT – JULY 19, 2021

Mill Run Committees, 2. Activity Center, Page 43:

Submit recommended budget to the Budget Committee 30 days prior to Annual Meeting.

Review and establish the rules and regulations for the use of the activity center.

Insure the activity center and adjacent parking area are adequately maintained and the parking restrictions are followed during the use of the activity center.

Monitor the use of the activity center and see that all rules are enforced.

Develop and maintain a system for key dispersal and return for activity center reservations and inspection of facilities for approval of deposit return.

Reservations for the use of the activity center and the required deposits are to be received by the Chairman and forward to the Treasurer.

NEW BY-LAW AMENDMENT – JULY 19, 2021

Mill Run Committees, 10. Pool Maintenance, Page 45:

Solicit and receive bids for the maintenance and upkeep of pool and submit recommended budget to the Budget Committee 30 days prior to Annual Meeting.

Review and establish the rules and regulations for the use of the pool (to include opening and closing dates for the pool and hours of pool use).

Ensure that the pool and adjacent parking area are adequately maintained and the parking restrictions are followed during use of the pool.

Monitor the use of the pool and see that all rules are enforced.

AMENDMENT – JULY 19, 2021

Article IV, Board of Directors, Section 5. Compensation, Page 25:

No director, except the Treasurer, Certified Pool Operator and Clubhouse Manager shall receive compensation for any service he/she may render to the Association; however, any Director may be reimbursed for his/her actual expenses reasonably incurred in the performance of his/her duties. The Treasurer, Certified Pool Operator and Clubhouse Manager are members of the Board of Directors and are allowed to vote. Exception to the Treasurer, Certified Pool Operator and Clubhouse Manager votes are as follows: they cannot be present or issue a vote if the amendment or discussion concerns the amount of compensation for such employee.

AMENDMENT – JULY 19, 2021

Article V, Officers and Their Duties, Section 1. Election of Officers, Page 26:

The officers of the Association shall be the President, one or more Vice Presidents, Secretary, Treasurer (paid employee), Clubhouse Manager (paid employee) and Certified Pool Operator (paid employee), in addition thereto, in the discretion of the Board of Directors, such other officers with such duties as the Board of Directors shall from time to time determine. All Board of Directors will have one (1) vote each. All officers shall be elected annually by the Board of Directors as the Board of Directors may determine. All officers shall serve until their successors shall have been elected or until they have been removed or have resigned. All officers shall be subject to removal at the time by the Board of Directors. The Board of Directors may, in its discretion, elect acting or temporary officers and elect officers to fill vacancies occurring for any reason whatsoever, and may, in its discretion, limit or enlarge the duties and powers of any officer elected by it. Any person may simultaneously hold more than one of any of the officers, except the officers of President and Secretary.