Document Sample
           As Amended through December 19, 2002

        The undersigned, Westland, Ltd., a Kansas corporation, being the owner
of the real estate hereinafter described, and in anticipation of improving said
property herein as residential sites and selling the same, hereby grants and
declares the following restrictions and conditions relative to the use, occupancy
and ownership of said property for the purpose of protecting the value and
desirability of said real property, to-wit:

       The real estate to which these restrictions and covenants shall apply is as

      Lots 1,2,3,4,5,6,7,8,9,10,11,12,13, Block A, and

      Lots 1,2,3,4,5,6,7,8,9,10,11,12,13,14,15,16 and 17, Block B, and

      Lots 1,2,3,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18,19 and 20, Block C, and

      Lots 1,2,3,4,5,6,7,8 and 9, Block D, and

      Lots 1,2,3,4,5,6,7,8,9,10,11,12,13,14,15, and 16, Block E,

     Clarion Woods Subdivision, in the City of Topeka, Shawnee County,

      1.     Zoning and Use Restrictions – The development and use of the
           subject property shall always be in compliance with the zoning and use
           restrictions applicable from time to time to the property as zoned and
           platted by governmental authorities.

      2.     Dwelling Only – Nothing but a single, private dwelling, or residence,
           together with garage for the use of the owner or occupant of the single-
           family dwelling and boundary line and patio fences and retaining walls
           and other walls shall be erected on any lot in said premises. Nor may
           any previously constructed dwelling be moved onto one of the sites in
           the subdivision. But nothing shall preclude the construction of gazebos,
           small utility buildings or swimming pool bathhouses provided that the
           same are constructed in architectural conformity with the roofing
           material and external material of the principal residence structure, and
           that prior to construction, plans for such gazebos, small utility
           buildings, and swimming pool bathhouses are approved. Gazebos,
           pool buildings, or small utility buildings shall not exceed one (1) story in
3.     Guest Houses – No guest house, garage, shed, tent, trailer, or
     temporary structure of any kind shall be erected, constructed,
     permitted, or maintained on any portion of said property prior to the
     commencement of the erection of a principal dwelling house thereon,
     and no guest house, garage, tent, trailer, basement, or temporary
     building shall be used for permanent or temporary residence purposes.

4.     Location of Dwelling – Front yard setback shall be thirty-five (35)
     feet, unless approved otherwise by Westland, Ltd., or its assigns. No
     residence, together with garage, shall be located nearer than thirty-five
     (35) feet to the rear property line. No building shall be located nearer
     to an interior lot line than eight (8) feet. For the purpose of this
     covenant, eaves, steps, and patios shall not be considered as a part of
     the building.

5.      Size of Principal Dwelling – The floor area of the main structure of
     any residence, exclusive of porches, garages, and basement areas,
     finished or unfinished, shall not be less than 1,800 square feet for a
     one-story residence; 2,250 square feet for a two-story, split level or
     one and one-half story residence; 1,800 square feet on the main floor
     for a raised ranch.

6.     Garages – All residential dwellings or residences shall be
     constructed with garages that accommodate two or more automobiles.
     Free standing garages are permissible provided they are approved by
     Westland, Ltd., or its assigns.

7.     Roofs – All residential dwellings or residences, garages, or
     attachments thereto, shall be constructed with a wood shake, slate,
     clay tile, or concrete tile roofs. No asphalt shingle roofs will be
     allowed. Built up roofs will be allowed on flat roofed buildings only.
     The Board of Directors of the Clarion Woods Property Owners'
     Association, or its assigns, may approve certain high quality
     composition shingles of approved color with a life expectancy of at
     least 40 years with a minimum rating of 425 lbs./ square (a square
     being 100 square feet as installed) which is similar to and no less than
     the quality and standard of the Grand Manor made by CertainTeed. In
     determining the acceptability of composition shingles, the Board or its
     assigns shall consider uniformity of quality, color, and design.
     (Amended 12/19/02)

8.     Signs – No signs, billboards, or advertising structures of any kind
     may be placed or stored upon any lot, except those signs advertising
     the sale of the property, shown on the recorded plat are permitted, not
     to exceed five (5) square feet. Westland, Ltd., or its assigns may
     remove non-conforming signs upon three (3) days notice to the owner,
     such a removal to be at the cost of said owner.

9.     Yard Lights – All houses must have a yard light in the front yard.
     Such light must be installed in operable condition on or before the
     construction is completed on the lot and, if electric, such light shall be
     controlled by a photoelectric cell.

10. Driveways – All driveways shall be constructed of concrete, brick,
   asphalt, or cobblestone

11. Construction – When construction of a building, dwelling, or other
   structure is commenced upon any of said lots, the owner thereof shall
   prosecute with all reasonable diligence the completion thereof within
   twelve (12) months from the date of commencement. During
   construction, each owner shall keep the street and construction site
   clear and free of debris. It shall be the obligation of each lot owner to
   keep the street clear of mud and dirt caused by erosion and ingress
   and egress of trucks and construction equipment. All Clarion Woods
   lot owners will be obligated, even before construction improvements on
   the lot, to construct and maintain a sidewalk within ninety (90) days of
   a request from the Board of Directors of the Clarion Woods Property
   Owners' Association, or its assigns. (Amended 12/19/02)

12. Care of Property – All owners of lots, whether improved or
   unimproved, shall keep the grass on such lots neatly mowed, and no
   weeds, underbrush, or other unsightly growth shall be permitted to
   grow or remain upon any part of the property. No refuse pile, debris,
   or unsightly objects shall be allowed to be placed, accumulate, or
   allowed to remain on any lot or property herein. The premises shall be
   kept clean, neat in appearance, and tidy at all times, and in the event
   said owner fails to do so, Westland, Ltd., or its assigns, shall have the
   right to enter on the premises and remove such unsightly growths or
   objects and to clean up said premises at the expense of the owner.

13. Approval of Plans All building plans for any building, fence, or
   structure to be erected upon any lot, and the proposed location thereof
   upon any lot, and any changes after approval thereof, any remodeling,
   reconstruction, alteration, that results in exterior changes only, or
   addition to any building or other structure upon any lot in such
   premises, shall require the approval in writing of Westland, Ltd., or its
   assigns. Before beginning the construction of any building, fence, wall
   coping, or other structure whatsoever, or remodeling, reconstruction, or
   altering such building, fence, wall coping, or structure upon any lot, the
   person or persons desiring to erect, construct, or modify the same shall
   submit to Westland, Ltd., or its assigns, two (2) complete sets of
   building plans and specifications for the building, fence, wall coping, or
   other structure as is applicable so desired to be erected, constructed,
   or modified. No structure of any kind, the plans, elevations, and
   specifications of which have not received the written approval of
   Westland, Ltd., or its assigns, and which does not comply fully with
   such approved plans and specifications, shall be erected, constructed,
   placed or maintained upon any lot. Approval of such plans and
   specifications shall be evidenced by written endorsement on such
   plans and specifications. No amendments, modifications, or changes
   of such plans and specifications as approved shall be made without
   prior written consent of Westland, Ltd., or its assigns. Westland, Ltd.,
   and its assigns shall not be responsible for any structural defect(s) in
   such plans or specifications or in any building or structure erected
   according to such plans and specifications.

14. Inspection – Approval of all building plans, specifications, and
   locations of buildings by Westland, Ltd., or its assigns, shall be
   endorsed on both sets of building plans and specifications, and one set
   returned to the person submitting the same and the other retained by
   Westland Ltd., or its assigns. An inspection fee of One Hundred
   Dollars ($100.00) shall be paid to Westland, Ltd., or its assigns, at the
   time such plans are submitted.

15. Conformity – After such plans, specifications, and other data
   submitted have been approved by Westland, Ltd., or its assigns, no
   building, garage, fence, wall, retaining wall, or other structure of any
   kind shall be erected, constructed, placed, altered, or maintained upon
   said property unless the same shall be erected, constructed, or altered
   in conformity with the plans, specifications, and plot plan theretofore
   approved by Westland Ltd., or its assigns. If any building, garage,
   fence, wall, retaining wall, or other structure of any kind shall be
   erected, constructed, placed, altered, or maintained on said property
   other than in accordance with the plans, specifications, and plot plan
   theretofore approved by Westland Ltd., or its assigns, such erection,
   construction, placing, alteration, and maintenance shall be deemed to
   have been undertaken without the approval of Westland, Ltd., or its
   assigns, ever having been obtained.

16. Prompt Action – Approval by the Developer, or its assigns, may be
   withheld: (1) because of the non-compliance with any specific
   conditions and restrictions contained herein; or (2) because of the
   reasonable dissatisfaction of Westland, Ltd., or its assigns, with the
   location of the structure on the building site, the appearance of the
   proposed structure, or with the lot grading plan, having in mind the
   character of the neighborhood in which it is proposed to be erected,
   the materials of what it is to be constructed, and the effect of the
   building or other structure as planned on the outlook from the adjacent
   or neighboring property or properties. However, Westland, Ltd., or its
   assigns, shall act with all due promptness and in the event Westland,
   Ltd., or its assigns, shall fail to approve or disapprove any matter
   submitted hereunder within thirty (30) days from submission, then the
   submission shall be deemed to be approved and this section of the
   protective covenants will have been fully complied with.

17. Reflection – No improvements on the property will be constructed or
   maintained in such a way as to cause reflected sunlight to be a
   nuisance or annoyance to other landowners in the subdivision. No
   window shall contain any reflective material such as aluminum foil.

18. Fuel Tanks – Any tanks for use in connection with any residence
   constructed on such premises, including tanks for the storage of fuel,
   must be buried or walled sufficiently to conceal them from view from
   neighboring lots, road, or streets. Plans for all enclosures of this
   nature shall be submitted to Westland, Ltd., or its assigns, for approval.

19. Nuisances – No obnoxious or offensive activity shall be carried on
   said property, or any portion thereof, nor shall anything be done which
   shall be or become an annoyance or nuisance to the neighborhood.

20. Garbage – No garbage, refuse, obnoxious, or offensive material shall
   be permitted to accumulate on any of said lots, and the owner thereof
   shall cause all garbage and other like material to be disposed of by
   and in accordance with accepted sanitary practice. All garbage and
   trash containers, and other such facilities, must be placed in walled-in
   areas. No trash, ashes, or refuse may be thrown, dumped, or stored
   on any lot. No trash or garbage shall be burned on any lot outside of
   the residence. All residences shall have installed and maintained a
   garbage disposal unit connected to the sanitary sewer.

21. Animals – No animals or fowl of any description shall be raised,
   housed, or kept on the premises except that dogs, cats, or other
   household pets that are of such nature as not to interfere with the
   safety and comfort of adjoining owners may be kept on said property,
   provided that they are not bred or maintained thereon for any
   commercial purpose.

22. Underground Homes – There shall be no underground homes.

23. Excavations – No work, exploration, drilling, or mining of any
   minerals or quarrying, drilling, or mining of any minerals, rock, soil, or
   material of any nature shall be conducted on any lots, nor shall any
   excavation of any nature be made upon said property or any portion
   thereof, except as may be incident to the installation of utility services,
   drainage lines, the preparation of building sites, the construction of
   dwellings, swimming pools or tennis courts, and the grading of roads
   and streets.

24. Fences – No chain link or similar type fencing shall be permitted,
   except for small pet enclosures or tennis court fencing. Construction of
   such structure(s) shall be subject to written approval by Westland, Ltd.,
   or its assigns. All fences will be constructed with the finish side out.

25. Satellite Dish Radio and Television Equipment – No radio station or
   short-wave operators of any type may operate from any lot or
   residence. No exterior television or radio antenna of any kind may be
   constructed on any lot or residence without written approval of
   Westland, Ltd., or its assigns. No satellite dish, disk, or related type
   radio wave receiver shall be housed, installed, or maintained on any lot
   or structure located on such lot within this residential subdivision
   without the written approval of Westland, Ltd., or its assigns.

26. Fireplace Chimneys – All exterior fireplace chimneys shall be
   constructed of brick or stone. , natural or simulated stone, EIFS, or
   stucco. (Amended 12/19/02)

27. Exposed Concrete Foundation Walls – Any exposed concrete
   foundation wall shall be painted or covered with compatible siding to
   within twelve (12) inches of the ground.

28. Drainage – Westland, Ltd., or its assigns, reserves the right to use all
   natural drainage courses located in the area between one or more of
   the property lines and not more than ten (10) feet therefrom for the
   purpose of conducting surface waters that may drain from other
   properties owned by the Developer, and in this connection Westland,
   Ltd., reserves the right to enlarge any or all of the said drainage
   courses and to install pipes therein with the right to reasonable ingress
   to and egress from said property that may be necessary for the
   maintenance, enlargement, or other improvement of said drainage
   course; provided, however, the exercise thereunder does not interfere
   with any of the buildings or improvements located on the property.

29. Screens – All clotheslines, garbage cans, or containers and
   equipment shall be walled in to conceal them from view of neighboring
   lots, roads, or streets. No wood splitter, hauling trailer, recreational
   vehicle, antique automobile, aircraft, boat or other water-borne craft,
   may be permanently housed, stored or maintained on such property, or
   on the street or road adjoining such property, provided that nothing
   herein shall prevent an owner of property from housing, storing, or
   maintaining one or more of the above-described items at his or her
   property for a period not to exceed three (3) days per month, such time
   period being for routine maintenance or preparation for taking said item
   on a trip or vacation. Nothing herein shall prevent a landowner from
   permanently housing, storing, or maintaining one or more of the above
   items, provided that such item is completely enclosed from view in a
   garage. Construction of such garage shall be subject to written
   approval be Westland, Ltd., or its assigns.

30. Recreation and Play Equipment – All recreation and play equipment
   shall be located in the rear of any lot except for basketball goals. All
   basketball goals shall be either white or glass. No “home-made”
   basketball backboards or supports shall be permitted.

31. Swimming Pools – There shall be no above-ground swimming pools.

32. Grass – No zoysia or bermuda grass lawn shall be permitted.

33. Christmas Lights – No Christmas lights shall be lighted before
   Thanksgiving and shall be taken down no later than March 15 of the
   following year.

34. Tennis Courts – All tennis courts must have a green or black vinyl
   fence (unless black wrought iron is utilized) and any windscreen shall
   be black or green. No fence may exceed ten (10) feet in height. The
   light source used for tennis shall be natural in color. Incandescent or
   metal halide lights are recommended. Lighting poles shall not exceed
   sixteen (16) feet in height without specific written approval of Westland,
   Ltd., or its assigns. Tennis courts may be built to the property line.

35. Landscaping – All property owners shall plant or cause to be planted
   on each lot the following trees within one year of the completion of
   construction of any residence
      a. A minimum of three (3) of any of the following hardwood trees:
         (1) Red Oak
         (2) White or Burr Oak
         (3) Green or White Ash
         (4) Thornless Honey Locust
         (5) Red Maple
         (6) Little Leaf Linden
      (The above trees shall be a minimum of 1 ½ to 2” caliper.)

       b. A minimum of two (2) of any of the following ornamental trees:
          (1) Redbud or Whitebud
          (2) Amur Maple
          (3) Sargent Crabapple
          (4) Star Magnolia
          (5) Serviceberry
          (6) Japanese Tree Lilac
       (The above ornamental trees shall be a minimum of six (6) feet in

       c. The following trees shall not be planted:
          (1) Pin Oak
          (2) Hawthorne
          (3) Purple Leaf Plum
          (4) Russian Olive
          (5) Flowering Crabs that are not resistant to Cedar Apple Rust
          (6) American Elm
          (7) Tree of Heaven

36. Violations – Westland, Ltd., or its assigns, and every person
   hereinafter having any right, title, or interest in any lot or parcel within
   said property shall have the right to prevent or stop violation of any of
   the said restrictions by injunction or other lawful procedure, and to
   recover any damages resulting from such violation.

37. Duration of Restrictions – All of the foregoing covenants, conditions,
   reservations, and restrictions shall continue and remain in full force
   and effect at all times as against the owner of any lot in such premises,
   regardless of how he acquired title, until the commencement of the
   calendar year 2010 on which date these covenants, conditions,
   reservations, and restrictions shall terminate and end, and thereafter
   be of no further legal or equitable effect on such premises or any
   owner thereof, provided, however, that these covenants, conditions,
   reservations, and restrictions shall be automatically extended for a
   period of ten (10) years and thereafter in successive ten (10)-year
   periods, unless on or before the end of one such extension period or
   the base period, the owners of a majority of the lots in the subdivision
   shall, by written instrument duly recorded, declare a termination of the
   same. If such termination is so declared, the City of Topeka shall be
   notified. Although these covenants, conditions, reservations, and
   restrictions may expire as herein provided, any and all reversions for
   breach of these covenants, conditions, reservations, or restrictions
   committed or suggested prior to such expiration shall be absolute.

38. Clarion Woods Property Owners Associations – Westland, Ltd., shall
   create a Property Owners Association which shall be a Kansas not-for-
   profit corporation. The term of the corporation shall be perpetual.
   Such corporation shall be managed by a Board of Directors, the
   members of which shall be elected by the members of the Property
   Owners Association at least annually. The Board shall be comprised
of not less than one (1) and not more than nine (9) Directors, all of
whom shall be owners of lots in the Clarion Woods Subdivision. Such
Property Owners Association shall have the power to apply for tax
exempt status as provided for the Internal Revenue code and
amendments thereto.

   a. Membership – Membership of the Property Owners Association
   shall be mandatory for each of the lot owners, provided that there
   shall only be one (1) vote per lot, and membership for owners of in
   excess of one lot. p Persons owning property as co-tenants or by
   co-ownership shall designate one (1) person to vote for such
   property. Notwithstanding the foregoing, Westland, Ltd., shall be
   entitled to five (5) votes for each lot of which it is the owner.
   (Amended 8/28/02)

   b. Initial Management of Association – The initial management of
      the Property Owners Association shall be by one (1) Director,
      which shall be elected by Westland, Ltd., or its assigns. At the
      time that 90% of the lots are sold, or sooner at the discretion of
      Westland, Ltd., or its assigns, the Property Owners Association
      may increase the number Directors.

   c. Actions of the Property Owners – All actions of the Property
      Owners Association shall be taken on their behalf by its Board
      of Directors, except for when a vote of the members is
      specifically required by the Declaration, the Articles of
      Incorporation, or the Bylaws.

   d. Annual Dues – Each lot owner Owners of lots within the Clarion
      Woods Subdivision shall pay annual dues in the amount of One
      Two Hundred Thirty and no/100 Dollars ($230.00) per platted lot
      membership or such other sum as the Board of Directors from
      time to time shall determine. Such dues shall be due on the first
      day of January each year and shall be payable to the Clarion
      Woods Property Owners Association. Westland, Ltd., or its
      assigns, as the initial owner of any unimproved lots, shall not be
      obligated to pay annual dues on such unimproved lots. The
      Board of Directors of the Property Owners Association shall
      have the power to raise or lower the annual dues from time to
      time, provided that the Board of Directors may not increase the
      amount annual dues by an amount exceeding ten percent (10%)
      per year without a vote by the majority of the Property Owners
      Association members. (Amended 8/28/02)

   e.    Default in Annual Dues Payment – In the event a property
        owner shall fail to pay their annual dues within thirty (30) days
           after the same are due, the Property Owners Association shall
           have a lien on the subject property for the amount due, and
           shall further have the power to pursue any legal remedy to
           secure payment of the dues. All annual dues which shall
           remain unpaid thirty (30) days after they are due shall thereafter
           be subject to interest at the rate of four percent (4%) over the
           base rate of Bank IV, Topeka, N.A., as established from time to
           time or at such other rate as established by the Board.

      f.     Rights to Enforce Payment of Annual Dues – By the
           acceptance of title, each Owner shall be held to vest in the
           Property Owners Association the right and power in their own
           name to take and prosecute all suits, legal, equitable, or
           otherwise, which may in the opinion of the Property Owners
           Association be necessary or advisable for the collection of such
           charge or charges, and the Property Owners Association shall
           have the right to sue for and collect a reasonable sum to
           reimburse them for their attorneys’ fees and any other expenses
           reasonably incurred in enforcing their right hereunder.

      g.     Maintenance of Reserve Areas – Westland, Ltd., may install
           landscaping and sprinkler systems in the Reserve Areas as
           Westland, Ltd., in its sole discretion, may determine. In the
           event of the installation of such landscaping or sprinkler
           systems, the future maintenance, repair and replacement
           thereof and all monuments and logos shall be the responsibility
           of said Property Owners Association. The Board of Directors
           shall be obligated to expend such portions of the annual dues
           as shall be necessary in order to maintain the Reserve Areas in
           a first class condition and shall not have the authority to reduce
           standards of maintenance below such level without the vote of
           two-thirds (2/3) of all members of the Property Owners
           Association. If the City of Topeka is required to take over the
           maintenance of the Reserve Areas, the City would not be
           responsible to maintain these areas to the same standard.

39. Assignment – Any obligations or rights of Westland, Ltd., that are
   provided for in these restrictions may be assigned at any time to any
   person or entity so designated by Westland, Ltd.

40. Binding Covenants – The restrictions herein set forth shall run with
   the land and bind the present owners, their heirs, executors,
   administrators, successors, and assigns, and all parties claiming by,
   through, or under them shall be taken to hold, agree, and covenant
   with the owners of said lot, their heirs, executors, administrators,
   successors, and assigns, and with each of them to conform to and
   observe said restrictions as to use of said lots, and the construction of
   improvements thereon, but no restrictions herein set forth shall be
   personally binding on any corporation, person, or persons, except in
   respect to breaches committed during its, his, or their seisin of or title
   to said land and the owner or owners of any of the above land shall
   have the right to sue for, and obtain an injunction, prohibitive or
   mandatory, to prevent the breach of, or to enforce the observance of
   the restrictions above set forth in addition to ordinary legal action for
   damages, and the failure of Westland, Ltd., a Kansas Corporation, or
   the owner or owners of any of the lots referred to above, to enforce any
   of the restrictions herein set forth, at the time of its violation, shall in no
   event be deemed to be a waiver of the right to do so thereafter.
   Westland, Ltd., a Kansas Corporation, may, by appropriate agreement,
   assign or convey to any person or corporation, all of the rights,
   reservations, and privileges herein reserved by it, and upon such
   agreements, assignment, or conveyance being made, its assigns or
   grantees may, at their option, exercise, transfer, or assign those rights,
   or any one or more of them, at any time, or times, in the same way and
   manner as though directly reserved by them, or it, in this instrument.

41. Rights of City of Topeka – Areas in the subdivision have been
   designated as “Reserve Areas” and are to be conveyed to the Clarion
   Woods Property Owners Association which Association shall be
   responsible for the maintenance and upkeep thereof. Until such
   conveyance, Declarant, as owner, shall be responsible for such
   maintenance and upkeep. In the event the Property Owners
   Association, its successors, or assigns, fail at any time to maintain the
   "Reserve Areas," the City of Topeka may proceed, under applicable
   City of Topeka ordinances, to maintain the "Reserve Areas." All costs
   incurred by the City, in the event the City must maintain the "Reserve
   Areas," shall be assessed against the lots within the subdivision as
   provided for by law. Nothing contained herein shall be construed as
   creating a duty on the part of the City to enforce any of the duties,
   obligations, or responsibilities set forth herein.

42. Validity – Invalidity of any one of the above restrictions, covenants,
   and conditions by a court judgment, or decree, shall in no way affect
   any of the other provisions hereof, such other provisions shall remain
   in full force and effect.

43. Amendment of Declarant – Amendments to this Declaration made
   prior to the date on which Westland, Ltd., delivers management to the
   Property Owners Association shall become effective when approved in
   writing by Westland, Ltd., and recorded in the office of the Register of
   Deeds of Shawnee County, Kansas; provided, however, that any such
   amendment shall not materially affect any rights of any existing
   mortgage holders or lot owners.

44. Additional Land – Westland Ltd., or its assigns, may from time to time
   annex additional real property, including additional Common Areas, to
   the property covered by this Declaration, and thereby subject the same
   to all of the filing for recordations with the Register of Deeds of
   Shawnee County, Kansas, of an instrument expressly stating an
   intention to so annex and describing such additional real property to be
   so annexed. During that twelve (12) year period commencing with the
   date of the recording of this Declaration, Declarant, its successors, or
   assigns, may annex such additional real property in its absolute

45. Amendment of Restictions by Clarion Woods Property Owners'
   Association – These restrictions may be amended by the action of two-
   thirds (2/3) of the dues-paying members whose dues are paid in full at
   the time the votes are tallied. Such amendment shall be reduced to
   writing and recorded with the Register of Deeds of Shawnee County,
   Kansas, along with a copy of the Resolution by the Board of Directors
   of the Association, making a finding that two thirds (2/3) of the dues-
   paying members have approved the amendment. Any proposal for
   further amendment of these restrictions, subsequent to this
   amendment, shall be either initiated by the Board of Directors or
   submitted to them in writing by the proponent of such amendment.
   Any such subsequent amendment shall be subject to the procedure set
   forth in the following paragraph:

         If a Majority of the Board approves a resolution to so amend the
Declaration of Restrictions, a copy of said resolution shall be mailed by
first class mail, postage prepaid, to each herein described member,
subject to their restrictions with a notice form upon which each member
can indicate approval or disapproval of the proposed amendment, along
with a self-addressed, prepaid postage envelope in which to return their
vote. Said notice shall advise the member of the date and place
whereupon the votes will be tallied by the Board of Directors, which date
shall be not less than thirty (30) days from the date the notice is mailed to
the member. Said notice shall provide the opportunity for the member to
appear at said time and place to cast their vote in person as opposed to
by mail. The notice shall further provide that the failure of a member to
cast a vote shall be considered a vote in favor of the amendment. Written
proxies shall be permitted provided the proxy is furnished at the time of
voting. (Amended 8/28/02)