Highwood Estates Association

Highwood Estates Association By-Laws and Covenants

By-Laws of Highwood Estates Association

BY﷓LAWS

OF

HIGHWOOD ESTATES ASSOCIATION

ARTICLE I.

NAME AND LOCATION. The name of the corporation is HIGHWOOD ESTATES ASSOCIATION, hereinafter referred to as the "Association". The principal office of the corporation shall be located within the City of Bloomington, Minnesota but meetings of members and directors may be held at such places within the State of Minnesota, County of Hennepin, as may be designated by the Board of Directors.

ARTICLE II.

DEFINITIONS

Section 1. The following words, when used in this Declaration (Unless the context shall prohibit) shall have the following meanings:

a. "Highwood" shall mean and refer to all property in Highwood Estates Replat, Hennepin County, Minnesota.

b. "Common Property" shall mean and refer to Outlot B in the record plat of Highwood Estates Replat, Hennepin County, Minnesota.

C. "Lot" shall mean and refer to any numbered plot of land shown upon the record plat of Highwood Estates Replat, Hennepin County, Minnesota, and shall not include Outlots A, B, C and D.

d. "Living Unit" shall mean and refer to any portion of a building situated upon Outlot C, Highwood Estates Replat, or any part thereof, which is designated and intended for use and occupancy as a residency by a single family.

e. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or Living Unit situated in Highwood but notwithstanding any applicable theory of a mortgage shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure, and the period of redemption has expired.


f. "Developer" shall mean and refer to The Normandale Corporation, its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development.

g. "Member" shall mean and refer to all owners who are members of the Association as provided in Article II, Section 1 of the Declaration.

h. "Association" shall mean and refer to Highwood Estates Association.

i. "Declaration" shall mean and refer to the Declaration of Covenants Relating to Ownership and Maintenance of Outlot B Highwood Estates Replat, recorded in the office of Register of Titles, Hennepin County, Minnesota.

ARTICLE III.

Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter at the hour of 7:00 o'clock 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 2. 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 the members who are entitled to vote one﷓fourth (1/4) of all of the votes of the Class A membership.

Section 3. 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 five (5) 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 by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.

I Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one﷓tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By﷓Laws. If. however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.


Section 5. 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.

ARTICLE IV.

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of not less than three (3) and not more than nine (9) directors, who need not be members of the Association.

Section 2. Term of Office. At each annual meeting, the members shall elect of the total number of directors to be elected, one﷓third (1/3) for a term of one (1) year, one﷓third (1/3) for a term of two years and one﷓third (1/3) for a term of three (3) years. At each annual meeting thereafter, the members shall elect one﷓third (1/3) of the members of the Board of Directors for a term of three (3) years.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation
for any service he may render the Association. However, any director
may be reimbursed for his actual expenses incurred in the performance of
his duties.

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of 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.

ARTICLE V.

NOMINATICN AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a 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 members of the Association. 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 take 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 2. 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. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VI.

~MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VII.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:

a. adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

b. suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in


default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules and regulations;

c. 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 By﷓Laws, the Articles of Incorporation, or the Declaration;

d. declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

ee employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

a. cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one﷓fourth (1/4) of the Class A members who are entitled to vote;

b. supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

c. as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same.

d. issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;


e. procure and maintain adequate liability and hazard insurance on property owned by the Association;

f. cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

g. cause the Common Area to be maintained.

ARTICLE VIII.

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association shall be a President and Vice﷓President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:


President

a. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co﷓sign all checks and promissory notes.

Vice﷓President

b. The vice﷓president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

Secretary

c. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses and shall perform such other duties as required by the Board.

Treasurer

d. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLE IX.

COMMITTEES

The Board of Directors shall appoint a Nominating Committee, as provided in these By﷓Laws and, in addition, shall appoint other committees as deemed appropriate in carrying out its purposes.

ARTICLE X.

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By﷓Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.


ARTICLE XI.

ASSESSMENTS

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the Lot or Living Unit owned by such member. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eight (8%) percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Lot or Living Unit of such Owner and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.

ARTICLE XII.

AMENDMENTS

Section 1. These By﷓Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By﷓Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By﷓Laws, the Declaration shall control.

ARTICLE XIII.

MISCELLANEOUS

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


Recorded in office of Registrar of Titles as Document No. 1093852.

AMENDMENT TO DECLARATION OF
COVENANTS, CONDITIONS AND RESTRICTIONS

This Amendment made this 26th_ day of November 1973
by The Normandale Corporation, R.H.P. Investment Company and Highwood
Townhouse Association, each being a Minnesota corporation,

WITNESSETH:

Whereas under date of December 1, 1972 The Normandale Corporation as Developer and owner of the lands described as Highwood Estates Third Addition imposed certain covenants, conditions and restrictions with respect to said property which appears of record as Document No. 1055523 files of the Registrar of Titles, Hennepin County, Minnesota; and

Whereas, R.H.P. Investment Company is the present owner of all lots in Blocks 1 and 2 of said addition; The Normandale Corporation is the present fee owner of all lots in Block 3 of said Addition; and Highwood Townhouse Association is the present fee owner of Lot 1, Block 4 of said Addition, comprising all the numbered lots in said Addition to which said Declaration pertains;

Whereas, The Normandale Corporation and R.H.P. Investment Company are at present the only members of Highwood Townhouse Association; that there are no other persons or entities having any legal or equitable interest in said property; and


Whereas The Normandale Corporation, R.H.P. Investment Company and Highwood Townhouse Association each desire to amend said Document No. 1055523 as hereinafter set forth, Now Therefore, The Normandale Corporation, R.H.P. Investment Company and Highwood Townhouse Association declare the said Declaration recorded as Document No. 1055523, files of the Registrar of Titles, Hennepin County, Minnesota be and the same hereby is amended in the following particulars, to﷓wit: 1. That Article III, Section 2 be amended to read as follows:

"Section 2. Voting Rights. The HIGHWOOD TOWNHOUSE ASSOCIATION shall have two classes of voting membership:

Class A. Class A members shall be all Owners with the exception of Developer each of whom shall be entitled to one vote for each Lot owned by them. The Owner entitled to vote shall be the Owner of record in the office of the Registrar of Titles in and for Hennepin County, unless said Owner of record has agreed in writing, placed on file with the Secretary of the Association, to allow his vote to be cast by a mortgagee or a Co﷓Owner. All Co﷓Owners must agree on a single Owner to cast their vote as they, among themselves, determine, and in no event shall more than one vote be cast with respect to a lot. Prior to the time of any meeting at which a vote is to be taken, e.ach Lot having Co﷓Owners shall file the name of the voting CoOwner with the Secretary of the Association in order to be entitled to a vote at such meeting, unless such Co﷓Owners have filed a general voting authority applicable to all votes unti﷓1 rescinded.

Class B. The Developer shall be the sole Class B member. Class B members shall be entitled to three (3) votes for each Lot owned by such member. The Class B membership shall cease and terminate upon the happening of either of the following events, whichever first occurs:

﷓2﷓


(a ) When the last Lot within HIGHWOOD
is sold, or

(b) On January 1, 1979

From and after the happening of either of these events, whichever first occurs, the Class B member shall be deemed to be a Class A member, entitled to one vote for each Lot (as provided for Class A members) in which it holds the interest required for membership under Section l."

2. That Article XIII, Section 1 be amended to read as follows:

"Section 1. Duration. The covenants, restrictions and easements of this Declaration shall run with and bind the land and shall inure to the benefit of and be enforceable by the Association or the Owner of any Lot subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty (20) years from the date this Declaration is recorded, after which time said covenants, restrictions and easements shall be automatically renewed for successive periods of ten (10) years. The covenants and restrictions of this Declaration may be amended by an instrument signed by the owners of not less than seventy﷓five (75m) per cent of the numbered lots in Highwood Estates Third Addition. Any amendment must be properly recorded."

3. That except as hereinabove amended said Document No. 1055523

is hereby fully ratified and confirmed.

In Presence of: THE NORMANDALE CORPORATION

By

R.H.P. INVESTMENT COMPANY

By


HIGHWOOD TOWNHOUSE ASS6CLATION

By

THIS INSTRUMENT WAS DRAFTED BY:
ALLEN, THOMSEN, NYBECK & ZECK. P﷓A.
7250 FRANCE AVENUE SOUTH
MIMEAPOLIS, MN. 55435


STATE OF MINNESOTA
ss.
COUNTY OF HENNEPIN

On this 26th day of November 1973, before me a Notary
Public within and for said county, personally appeared Roy H. Peterson to
me personally known, who, being by me duly sworn did say that he is the Presi-
dent of THE NORMANDALE CORPORATION, the corporation named in the foregoing
instrument, and that the seal affixed to said instrument is the corporate
seal of said corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of Directors, and said
Roy H. Peterson acknowledged said instrument to be the free act and deed of
said corporation.

Emily W. Moore


STATE OF MINNESOTA
ss.
COUNTY OF HENNEPIN
On this 26th day of November 1973, before me a Notary
Public within and for said county, personally appeared Roy H. Peterson to me
personally known, who, being by me duly sworn did say that he is the Presdient
of R.H.P. INVESTMENT COMPANY, the corporation named in the foregoing instrument
and that the seal affixed to said instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in behalf of
said corporation by authority of its Board of Directors, and said Roy H. Peterson acknowledged said instrument to be the free act and deed of said corporation.

Emily W. Moore
﷓4﷓



STATE OF MINNESOTA
ss.
COUNTY OF HENNEPIN

On this 26th day of November 1973, before me a Notary
Public within and for said county, personally appeared Roy H. Peterson

to me personally known, who, being by me duly sworn did say that he is , the President of R.H.P. INVESTMENT COMPANY the corporation named in the foregoing instrument, and that the seal affixed to said
instrument was signed and sealed in behalf of said corporation by authority
of its Board of Directors, and said Roy H. Peterson acknowledged said instrument to be the free act and deed of said corporation.

Emily W. Moore

Declaration of Covenants

DECLARATION OF COVENANTS

CONDITIONS AND RESTRICTIONS

THIS DECLARATION, Made this lst day of November, 1971, by THE NORMANDALE CORPORATION, a Minnesota corporat4on, hereinafter called "Developer". and HOME FEDERAL SAVINGS AND LOAN ASSOCIATION OF MINNEAPOLIS, a United States of America Corporation, hereinafter called "Mortgagee",,

WITNESSETH:

WHEREAS, Developer is the owner of the real property described in Article II of this Declaration, and desires to create thereon a residential community; and

WHEREAS Developer desires to provide for the preservation of the values and amenities in said community and to this end desires to subject the real property described in Article II to the covenants, conditions, restrictions and easements hereinafter set forth, each and all of which is and are for the benefit of said property and each owner thereof;

NOW THEREFORE, the Developer and Home Federal Savings and Loan Association of Minneapolis, Mortgagee, declare that the real property described in Article II is, and shall be held, transferred, sold, conveyed and occupied subject to the covenants, conditions, restrictions and easements (sometimes referred to as covenants and restrictions) hereinafter set forth:

ARTICLE I.

DEFINITIONS

Section 1. The following words, when used in this Declaration (unless the context shall prohibit) shall have the following meanings:

a. "Highwood" shall mean and refer to all existing properties subject to this Declaration.

b. "Lot" shall mean and refer to any numbered plot of land shown upon the record plat of Highwood Estates Replat, Hennepin County, Minnesota, and shall not include Outlots A, B9 C and D.

c."Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot


situated in Highwood but notwithstanding any applicable theory of a mortgage shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure, and the period of redemption has expired.

d. "Developer" shall mean and refer to The Normandale Corporation, its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development.

ARTICLE II.

PROPERTY SUBJECT TO THIS DECLARATION

Section 1. Subject Property. The real property which is and sha11 be held, transferred, sold, conveyed and occupied subject to this Declaration is located in the City of Bloomington, County of Hennepin, State of Minnesota, and is more particularly described as follows:

Highwood Estates Replat, according to the duly recorded plat thereof on file and of record in the office of the Registrar of Titles, Hennepin County, Minnesota, provided, however, that Outlots A, B, C and D of said Highwood Estates Replat shall not be subject to this Declaration.

ARTICLE III.

RESTRICTED AREAS

Section 1. All portions of Lots in Highwood Estates Replat, Hennepin County, Minnesota (excepting Outlots and excepting Lots 1, 2, 13 and 14, Block 1; and Lots 7, 11 and 27, Block 3) located more than 120 feet from the front lot lines of said Lots are hereby designated as "restricted areas" in which there shall be:

a. No building improvements made of any kind or nature, whether permanent or temporary, including fences or other types of barriers;

b. No excavations, removal of soil, defacement or other alteration of the natural topography of the areas;

c. No cutting, removal or destruction of live trees having a diameter at their bases of three inches or more,

except with the express approval and written authority of the City of Bloomington. For the purpose of further defining the restrictive areas, no Lot shall be deemed to front on Highwood Drive.


ARTICLE IV.

EASEMENTS AND SETBACKS

Section 1. Easements. Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the recorded plat along each side and rear lot line. Within these easements, no structure, planting or other material shall be placed or permitted to remain which may damage or interfere with the installation and maintenance of utilities, or which may change the direction of flow of drainage channels in the easements, or which may obstruct or retard the flow of water through drainage channels in the easements. The easement area of each Lot and all improvements in it shall be maintained continuously by the Owner of the Lot, except for those improvements for which a public authority or utility company is responsible.

Section 2. Setback Requirements. All building setbacks shall be in compliance with applicable City ordinances, or as may be permitted under duly authorized variances therefrom.

ARTICLE V.

USE RESTRICTIONS

Section 1. Nature and Application. The improvement of Lots 1 to 36, inclusive, Block 3, Highwood Estates Replat, is hereby limited to single family detached residential dwellings having a minimum living area of 1200 square feet in the case of one﷓story structures, exclusive of garages and open porches.

Section 2. Benefits. In addition to the owners of Lots in Highwood Estates Replat, the foregoing restrictions in Section 1 of this Article V shall inure to the benefit of the owners, present and future, of Lot 15, and those parts of Lot 16, Auditor's Subdivision Number 380, Hennepin County, Minnesota which lie North of said Lot 15, South of Lot 30, Block 3, Highwood Estates Replat and East of Lots 16 and 17, Block 3, Highwood Estates Replat, each of whom shall be considered a Lot owner for the purposes of Article VII of this Declaration, entitling them to the rights and benefits of the enforcement provisions therein set forth.

ARTICLE VI.

ARCHITECTURAL CONTROL

Section 1. Approval of Plans. No building shall be erected, placed or permitted to remain on any Lot until the building plan and the plot plan showing the external design and location (including setback measurements on four sides and the elevation of the foundation above


street grade) of the proposed building shall have been submitted to THE NORMANDALE CORPORATION or ROY H. PETERSON for approval. Approval or disapproval shall be based principally upon harmony or external design and location in relationship to surrounding structures and topography inducive to the development of a high standard residential community, and approval shall not be unreasonably withheld. Plans shall be submitted in advance of construction and THE NORMANDALE CORPORATION or ROY H. PETERSON shall have ten (10) days thereafter in which to approve, or disapprove, such plans. Failure to act within such time shall constitute approval, and if no action to enjoin construction shall have been commenced prior to completion of the building, approval shall be waived and full compliance with this Article shall be conclusively presumed. All construction shall be completed within one year from the issuance of the building permit. Action of THE NORMANDALE CORPORATION shall be by its President acting along or by any two of its other officers.

Section 2. Delegation of Authority. The authority herein reserved to approve or disapprove building and plot plans may be delegated in writing by THE NORMANDALE CORPORATION to its successors and assigns, including Highwood Estates Association, who shall exercise such authority in the same manner and subject to the same conditions set forth in Section 1 of this Article; provided, however, that after January 1, 1982, or if at any time prior thereto THE NORMANDALE CORPORATION and ROY H. PETERSON are no longer in existence and THE NORMANDALE CORPORATION has not delegated its authority to its successors and assigns as provided herein, then a majority of the members of Highwood Estates Association may elect a committee to act in the place and stead of THE NORMANDALE CORPORATION and ROY H. PETERSON in all matters herein requiring their approval or consent.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Duration. The covenants, restrictions and easements of this Declaration shall run with and bind the land and shall inure to the benefit of and be enforceable by the Owner of any Lot subject to or having the benefits of this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty (20) years from the date this declaration is recorded; after which time said covenants, restrictions and easements shall be automatically renewed for successive periods of ten (10) years. Except for Article V this Declaration may be amended in whole or in part by an instrument signed by not less than seventy﷓five percent (75%) of the Lot owners; provided however, that any amendments effecting the provisions contained in Articles III and IV must also have the written consent of the City of Bloomington. Any amendment must be recorded.


Section 2. Enforcement. Enforcement of these covenants and restrictions shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any covenant or restriction either to restrain violation or to recover damages.

Section 3. Severability,. Invalidation of anyone of these covenants or restrictions by judgment or Court order shall in no wise effect any other provision which shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned, being the Developer and the Mortgagee herein, hereunto set their hands and seals and have caused this instrument to be executed by their proper officers the day and year first above written.


OPEN SPACE EASEMENTS AND COVENANTS

THIS INDENTURE, Made and entered into this lst day of November, 1971, by and between THE NORMANDALE CORPORATION, a Minnesota corporation, Developer, hereinafter called "grantor"; and the CITY OF BLOOMINGTON, a Municipal corporation, hereinafter called "grantee".

WITNESSETH:

WHEREAS, the said grantor is developing certain real estate for a residential community known as Highwood Estates, and

WHEREAS, the said grantor desires to set aside within said community certain areas as permanent open space and common facilities to provide recreation and enjoyment exclusively for the residents in said community, and

WHEREAS, the said grantor desires to assure the City of Bloomington, Hennepin County, Minnesota, that the open space and common facilities to be maintained by the Developer or the residents in said community shall be permanently devoted to recreation and common enjoyment by the residents in Highwood Estates and shall not be developed except as hereinafter provided.

NOW THEREFORE, for and in consideration of the premises and the sum of One Dollar (1.00) to the grantor in hand paid, receipt whereof is hereby acknowledged, the said grantor hereby grants and conveys unto the grantee, and the grantee hereby accepts an estate, interest and open space easement in the following described area: Outlot B. Highwood Estates Replat, Hennepin County, Minnesota; said estate, interest and open space easement shall be of the nature and extent hereinafter specified and shall constitute a servitued upon the above described area which shall result from the restrictions hereby imposed upon the use of said area and to that end and for the purpose of accomplishing the intent of the parties hereto, said grantor covenants on behalf of itself, its successors and assigns.

1. That no structure of any kind will be placed or erected upon said described area until application therefore, with plans and specifications of such structures, together with a statement of the purpose for which the structure will be used, has been filed with and written approval obtained from the City of Bloomington, Hennepin County, Minnesota; provided, however, that there shall be reserved to the grantor, its successors and assigns, the right to construct such recreational and service structures, improvements and facilities as are necessary and appropriate to the full enjoyment of such area by the residents in said community of Highwood Estates.


2. In the event that the Developer, its successors and assigns, or any association of residents in said community shall at any time fail to maintain said area in reasonable order and condition, the City of Bloomington, Hennepin County, Minnesota, may enter upon said area and provide the necessary maintenance. The cost of such maintenance shall be assessed equally against each lot and living unit in Highwood Estates Replat as defined in the covenants and restrictions filed contemporaneously herewith; provided, however, that said entry and maintenance by the City of Bloomington, Hennepin County, Minnesota, shall not vest in the public any rights to Use the above described open space area and facilities unless and until the same are voluntarily dedicated to the public by the owners,


DECLARATION OF COVENANTS RELATING TO OWNERSHIP

AND MAINTENANCE OF OUTLOT B, HIGHWOOD ESTATES REPLAT

THIS DECLARATION, Made this lat day of November, 1971, by the NORMANDALE CORPORATION, a Minnesota corporationg hereinafter called "Developer". and HOME FEDERAL SAVINGS AND LOAN ASSOCIATION OF MINNEAPOLIS, a United States of America Corporation, hereinafter called "Mortgagee”,

WITNESSETH:

WHEREAS, The Developer is the owner of all real property included in the platted subdivision known as Highwood Estates Replat and in the interest of creating and maintaining a high standard residential community has filed contemporaneously herewith certain covenants and restrictions relating to the use and development of said property; and

WHEREAS, The Developer has deemed it desirable for the purposes aforesaid to create an agency to which should be assigned the power and authority to hold title to and maintain such common area, enforce the covenants and conditions relating thereto, and make, collect and disburse all necessary assessments as hereinafter provided; and

WHEREAS, The Developer has incorporated under the laws of the State of Minnesota, the Highwood Estates Association for the purpose of exercising the functions aforesaid;

NOW THEREFORE, The Developer and Mortgagee declare that Outlot B, Highwood Estates Replat is hereby designated common property to be held, transferred, conveyed and used subject to all of the following covenants, restrictions, easements and conditions:

ARTICLE I.

DEFINITIONS

Section 1. The following words, when used in this Declaration (unless the context shall prohibit) shall have the following meanings:

a. "Highwood" shall mean and refer to all existing properties subject to this Declaration.

b. "Common Property" shall mean and refer to Outlot B in the record plat of Highwood Estates Replat, Hennepin County, Minnesota,


c. "Lot" shall mean and refer to any numbered plot of land shown upon the record plat of Highwood Estates Replat, Hennepin County, Minnesota, and shall not include Outlots A, B,C and D.

d. "Living Unit" shall mean and refer to any portion of a building situated upon Outlot C, Highwood Estates Replat, or any part thereof, which is designated and intended for use and occupancy as a residency by a single family.

e. "Owner" shall mean and refer to the recorded owner, whether one or more persons or entities, of the fee simple title to any Lot or Living Unit situated in Highwood but notwithstanding any applicable theory of a mortgage shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure, and the period of redemption has expired.

f. "Developer" shall mean and refer to The Normandale Corporationg its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development.

g. "Member" shall mean and refer to all owners who are members of the Association as provided in Article II, Section 1 hereof.

h. "Association" shall mean and refer to Highwood Estates Association.

ARTICLE II.

MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION

Section 1. Membership. Every person or entity who is the record owner of a fee or undivided fee interest in any Lot or Living Unit, including contract vendees, shall be a member of the Association, except as hereinafter provided. The foregoing is not intended to include persona or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership for each Lot or Living Unit in which he holds a membership interest. Membership shall be appurtenant to and may not be separated from ownership of any Lot or Living Unit. Ownership of such Lot or Living Unit shall be the sole qualification for membership.

Section 2. The Association shall have two classes of voting
membership:

Class A. Class A members shall be all Owners with the exception of the Developer and shall be entitled to one vote for each Lot or Living Unit, When more than one person holds an


interest in any Lot or Living Unit, all such persons shall be members. The vote for such Lot or Living Unit shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot or Living Unit.

Class B. Developer shall be the sole Class B member. Class B member shall be entitled to 315 votes in the Highwood Estates Association. The Class B membership shall cease and terminate upon the happening of either of the following events, whichever first occurs:

(a) When the last Lot and/or Living Unit within
Highwood is sold, or
(b) on December 31, 1976.

From and after the happening of either of these events, whichever occurs, the Class B member shall be deemed to be a Class A member, entitled to one vote for each Lot or Living Unit (as provided for Class A members) in which it holds the interest required for membership under Section 1.

ARTICLE III.

MEMBERS RIGHTS IN THE COMMON PROPERTY

Section 1. Easement of Enjoyment. Subject to the provisions of Section 3, every member shall have a right and easement of enjoyment in and to the common property, and such easement shall be appurtenant to and shall pass with the title to every Lot and Living Unit.

Section 2. Title to Common Property. The Developer may retain the legal title to the Common Property until such time as it has completed improvements thereon or until such time as, in the opinion of the Developer, the Association is able to maintain the same but, notwithstanding any provision herein, the Developer hereby covenants for itself, its successors and assigns, that it shall convey the Common Property to the Association not later than December 31, 1976.

Section 3. Extent of Members Easements. The rights and easements created hereby and the title of the Association to the Common Property shall be subject to the following; except as further provided herein:

a. The right of the Association to suspend the voting rights and right to use of the Common Property by an owner for any period during which any assessment against his Lot or Living Unit remains unpaid; and for a period not to exceed 60 days for any infraction of its published rules and regulations;


b. The right of the Association to dedicate or transfer all or any part of the Common Property to a public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members, provided that no such dedication or transfer, determination as to the purposes or as to the conditions thereof shall be effective unless an instrument signed by members entitled to cast three﷓fourths (3/4) of the votes of each class of membership has been recorded agreeing to such dedication, transfer, purpose or condition, and unless written notices of the proposed agreement and action thereunder is sent to every member at least ninety (90) days in advance of any action taken;

c. The rights of the City of Bloomington, Minnesota, to an “open space easement" created by indenture from Developer to said City dated November 19 1971; and

d. Utility easements shown on the plat of Highwood Estates Replat.

Section 4. Taxes and Special Assessments on Common Properties. Taxes and special assessments that would normally be levied against Common Property shall be divided and levied in equal amounts against the individual Lots and Living Units, and shall constitute liens against said individual Lots and Living Units.

ARTICLE IV.

COVENANTS FOR MAINTENANCE ASSESSMENTS

Section 1. For the first three (3) years from and after the filing of these covenants or until fifty (50) per cent of all Lots and Living Units are sold, whichever occurs first, all expenses of maintaining the common property and paying the annual real estate taxes thereon shall be the sole obligation and responsibility of the Developer and there shall be no assessments against any owner for such maintenance or taxes during that period, Thereafter, the Developer for each Lot or Living Unit owned by him within Highwood hereby covenants and each owner of any Lot or Living Unit by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, shall be and hereby is deemed to covenant and agree to pay to the Association such annual and special assessments as may be fixed and established in the manner hereinafter provided. Such annual and special assessments, together with interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on each such Lot or Living Unit and shall be a continuing lien on each such Lot or Living Unit against which each such assessment is made. Each such assessment, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall also be the personal obligation of the person who was the owner of each such Lot or Living Unit at the time when the assessment fell due.


Section 2. Purpose Of Assessments. The Assessments levied by the Association shall be used exclusively for the purpose of promoting the use and enjoyment of the common property by the members and to pay the annual real estate taxes assessed against the common property.

Section 3. Maximum Annual Assessments. The annual assessment against a Lot or Living Unit shall not exceed $lO.00 in addition to the assessments necessary to pay the annual real estate taxes on the common property,

Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Property, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two﷓thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for such purpose*

Section 5. Notice and Quorum for any Action Authorized Under Section 4. Written notice of any meeting called for the purpose of taking any action authorized under Section 4 shall be sent to all members not less than 30 days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one﷓half (1/2) of the required quorum at the preceeding meeting.

Section 6. Date of Commencement of Annual Assessments. The Board of Directors of the Association shall fix the amount and date of the first and each subsequent annual assessment against each Lot or Living Unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall. upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot or Living Unit have been paid.

Section 7. Effect of Nonpayment of Assessments ﷓ Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of eight percent per annum. The Association may bring an action at law against the owner personally obligated to pay the same, or foreclose the lien against the property in the manner of a mechanics lien foreclosure action, and in either event shall be entitled to collect reasonable attorney fees in so doing. No owner may waive or otherwise escape liability for the assessments provided for herein by non﷓use of the Common Property.


Section 8. Subordination of the Lien to Mortgages. The lien of assessments provided herein shall be subordinate to the lien of any first mortgage now or hereafter placed upon a Lot or Living Unit subject to assessments. Upon expiration of the period of redemption from a mortgage foreclosure sale, the interest of the holder of a Sheriff's Certificate and the successors and assigns of such holder shall be prior and superior to the lien of any assessments,then against the Lot or Living Unit, but such sale or transfer shall not release a Lot or Living Unit from liability for assessments thereafter becoming due nor from the lien of any such subsequent assessments.

ARTICLE V.

GENERAL PROVISIONS

Section 1. Enforcement. The Association, or any owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by any owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2. Severability, Invalidation of any one of these covenants or restrictions by judgment or Court order shall in no wise affect any other provisions which shall remain in full force and effect.

Section 3. Amendment. The covenants and restrictions of this Declaration shall run with and bind the land, for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years. This Declaration may be amended in whole or in part by an instrument signed by not less than seventy﷓five percent (75%) of the Lot and Living Unit owners. Any amendment must be recorded.

IN WITNESS WHEREOF, the undersigned, being the Developer and the Mortgagee herein, have hereunto set their hands and seals and have caused this instrument to be executed by their proper officers the day and year first above written.


I

I I
AMENDMENT TO THE DECLARATION OF COVENANTS RELATING TO OWNERSHIP AND MAINTENANCE OF OUTLOT B, HIGHWOOD ESTATES REPLAT

This Amendment dated this 1st day of June,1990, by Highwood
Estates Association, a Minnesota non﷓profit corporation, as provided
in that Declaration of Covenants which appears of record as Docu﷓
ment No. 1027147, files of the Registrar of Title, Hennepin County,
Minnesota, (hereinafter referred to as Declaration).

WITNESSETH:

WHEREAS, Article IV, Section 3 of the Declaration provides that an annual assessment against a Lot or Living Unit shall not exceed $10.00 in addition to the assessments necessary to pay annual real estate taxes on Outlot B, Highwood Estates Replat, Certificate of Title # 512454, dated November 26, 1974, defined as "common property”; in said Declaration; and,

WHEREAS, an annual assessment of $10.00 against each Lot or Living Unit is insufficient to maintain said common property as otherwise Provided in the Declaration, and it is deemed advisable to increase the maximum amount of said annual assessment;

NOW THEREFORE, Article IV Section 3 of said Declaration of Covenants is hereby amended to read as follows;

Section 3. Maximum Annual Assessments. The annual assessment against a Lot or Living Unit shall not exceed $20.00 in addition to the assessments necessary to pay the annual real estate taxes on the common property.

This Amendment shall become effective upon the signing of an instrument of approval attached hereto as Exhibit A and made a part hereof, by not less than eighty (80) of the Lot and Living Unit owners, eighty (80) being seventy﷓five (75%) of said Lot and Living Unit owners, and.upon the filing of this Amendment in the office of the Registrar of Titles, County of Hennepin, State of Minnesota.

In the presence of

Witnesses

I

Highwood Estates Association, a
Minnesota Non﷓Profit Corporation

Its President


STATE OF MINNESOTA
COUNTY OF HENNEPIN

On this 1st day of June,1990
Before a Notary Public within and for said county, personally
Appeared, Roger Jensen, who, being by me duly sworn
did say heis the President of the Highwood Estates Association,
a Minnesota non﷓profit corporation and that the above instrument
was signed on behalf of said corporation by thirty of its Board
of Directors and the said Directors acknowledged said instrument to
be the free act and deed of said corporation.
Signed:
GAIL R NEIDFELDT


t

Articles of Incorporation of Highwood Estates Association

ARTICLES OF INCORPORATION

OF

HIGHWOOD ESTATES ASSOCIATION

We, the undersigned, for the purpose of forming a corporation under and pursuant to Chapter 317, Minnesota Statutes, knows as Minnesota Non﷓Profit Corporation Act, and all acts amendatory and supplemental thereto, do hereby adopt the following Articles of Incorporation.

ARTICLE I.

The name of this corporation shall be "HIGHWOOD ESTATES ASSOCIATION".

ARTICLE II.

The purpose of this corporation shall be to promote the health, welfare, safety and general well﷓being of the residents within Highwood Estates Replat, a duly recorded subdivision on file and of record in the office of the Registrar of Titles in and for Hennepin County, Minnesota; and in pursuance of said purpose, this corporation shall, in addition to all powers granted it by law, have the right to exercise all of the powers and privileges and the duty to perform all of the obligations of the Association as set forth in that certain "DECLARATION OF COVENANTS RELATING TO OWNERSHIP AND MAINTENANCE OF OUTLOT B, HIGHWOOD ESTATES REPLAT11 (hereinafter called the "Declaration"), recorded or to be recorded in the office of the Registrar of Titles, Hennepin County, Minnesota, as the same may be amended from time to time as provided therein; said Declaration being incorporated herein as if set forth in length.

ARTICLE III.

This corporation shall not afford pecuniary gain, incidentally or otherwise to its members.

ARTICLE IV.

The existence of this corporation shall be perpetual.

ARTICLE V.

The registered office of this corporation shall be located within the City of Bloomington, County of Hennepin, State of Minnesota.


ARTICLE VI.

The name and address of each incorporator is as follows:

Roy H. Peterson 6016 Halifax Avenue
Edina, Minnesota
Ingeborg M. Peterson 6016 Halifax Avenue
Edina, Minnesota
Glenn G. Nybeck 6309 Ashcroft Lane
Edina, Minnesota

ARTICLE VII.

The number of directors constituting the first Board of Directors of this corporation shall be three (3). each of whom shall hold office for one (1) year or until his successor is elected and qualifies. The members of the first Board of Directors are as follows:

Roy H. Peterson 6016 Halifax Avenue
Edina, Minnesota
Ingeborg M. Peterson 6016 Halifax Avenue
Edina, Minnesota
Glenn G. Nybeck 6309 Ashcroft Lane
Edina, Minnesota

ARTICLE VIII.

The members of this corporation shall not be liable for corporate obligations except as provided for and authorized under the recorded Declaration relating to Outlot B Highwood Estates Replat.

ARTICLE IX.

This corporation shall have no capital stock.