Certain Rights and Obligations of the Association
12.1 Association as Attorney-in-Fact for Owners. The Association is hereby irrevocably appointed attorney-in-fact for the Owners, and each of them, to manage, control and deal with the interest of each Owner in the Feature Areas so as to permit the Association to fulfill all of its duties and obligations hereunder and to exercise all of its rights hereunder, including but not limited to the granting of easements through any portion of the Common Areas. The acceptance by any Person of an interest in any Lot (except when such interest shall be derived from a taking of that interest as security for an obligation) shall constitute an appointment of the Association as attorney-in-fact as provided above and hereinafter.
The Association is hereby granted all of the powers necessary to govern, manage, maintain, repair, rebuild, administer and regulate the Feature Areas and to perform all of the duties required of it. Notwithstanding the above, but subject to the provisions hereof, unless all of the first Mortgages of Lots and all of the Owners have given their prior written approval, the Association shall not be empowered or entitled to:
(a) by act or omission, seek to abandon or terminate any part of the Feature Area(s).
(b) change the pro-rata interest or obligations of any Owner for the purpose of allocating distributions of insurance proceeds or condemnation awards;
(c) by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer (excluding the granting of easements for public utilities or other public purposes consistent with the intended use of the Feature Areas) any part of the Common Areas; or
(d) use hazard insurance proceeds paid for loss to the Feature Areas for other than repair, replacement or reconstruction hereof, except as otherwise set out herein.
12.2 Feature Areas. The Association shall provide for the care, operation, management, maintenance, repair and replacement of the Feature Areas. Without limiting the generality of the foregoing, said obligations shall include the keeping of such Feature Areas in good, clean, attractive and sanitary condition, order and repair, the keeping of the Feature Areas attractive and desirable, and the making of necessary or desirable alterations, additions, betterments or improvements to or on the Feature Areas.
12.3 P.D. Required Structures, etc. In addition to other duties of the Association as set out herein and in the By-Laws and under law, the Association shall provide for the care, operation, management, maintenance, repair and replacement of (a) all signage designating the Property as THE CORDOVA CLUB, (b) landscaping required by THE CORDOVA CLUB P.D., walls and fences required by The Cordova Club P.D. and (c) any and all other structures or similar requirements of THE CORDOVA CLUB P.D. The Association and its employees and contractors shall have a perpetual non-exclusive easement across all lots for the purpose of performing its duties as set forth in this Declaration. The Association shall collect amounts necessary to perform the duties set forth in this Declaration and shall have, in connection therewith, all powers which are set forth herein relative to the care, operation, management, maintenance, repair and replacement of the Feature Areas including, but not limited to, the lien rights and rights of enforcement set out elsewhere in this Declaration.
12.4 Labor and Services. The Association (i) may obtain and pay for the services of a Manager ("the "Manager") as well as such other personnel as the Association shall determine to be necessary or desirable, whether such personnel are employed directly by the Association or by any Person with whom or which it contracts and (ii) may obtain and pay for legal and accounting services necessary or desirable in connection with the operation and maintenance of the Feature Areas or the enforcement of this Declaration.
12.5 Property of Association. The Association may pay for, acquire and hold or lease real property and tangible and intangible personal property and may dispose of the same by sale or otherwise, in furtherance of its duties and the general purposes contained herein and in the Articles and in the Bylaws.
Subject to the rules and regulations of the Association, each Owner and each Owner's Guests and Tenants may use such property. In the event of dissolution of the Association, if ever, the beneficial interest in any of the herein described property shall be deemed to be owned by the then Owners as tenants in common in the same proportions as their respective interests in the Common Areas. A transfer of a Lot shall transfer to the transferee ownership of the transferor's beneficial interest in such property without the necessity of any specific reference thereto. Each owner may use such property in accordance with the purposes for which it is intended, without hindering or encroaching upon the lawful rights of the other Owners. The transfer of title to a Lot under foreclosure shall entitle the purchaser to the beneficial interest in such property associated with the foreclosed Lot.
12.6 Utility Easements. The Association shall have the right to grant utility, telephone, television, cable or other easements under, through or over the Common Areas which are reasonably necessary to the ongoing development and operation of the Property.
12.7 Mortgagee Notification. The Association shall notify each first Mortgagee of which it has written, actual (not constructive) notice of any proposed material amendment of the Association's Articles or Bylaws at least twenty-one (21) days prior to the effective date of such amendment or change. Further, upon the written request of any first Mortgagee, such first Mortgagee shall be entitled to receive the most recent annual financial statement of the Association, if any, and written notice of all meetings of the Association and such first Mortgagee shall have the right to designate a representative to attend any such meeting.
12.8 Enforcement by Association. The Board may suspend any Owner's voting rights in the Association during any period or periods during which such Owner fails to comply with the Association's rules and regulations, or with any other obligations of such Owner under this Declaration. The Association may also take legal and/or other equitable action at any time and from time to time against any Owner to enforce compliance with such rules, regulations or other obligations herein or in the Bylaws or in any amendments hereto or thereto or to obtain damages for non-compliance therewith, all to the extent permitted by law. The Board may impose a reasonable fine or fines on any Owner for each violation or act of noncompliance by any such Owner or his Guest or Tenant.
12.9 Implied Rights. The Association shall have and may exercise any right or privilege given to it expressly by this Declaration or the Articles or Bylaws, or reasonably implied from the provisions of said documents, or given or implied by law, or which may be necessary to fulfill its duties, obligations, rights or privileges.