6.1 Organization. There shall be an Architectural Committee of the Association consisting of not less than three (3) and not more than five (5) persons. There shall also be one alternate member who may act as substitute on the Architectural Committee in the event of absence or disability of any member of the Architectural Committee.
6.2 Designation of Members and Term of Office. The initial members of the Architectural Committee shall be appointed by Declarant acting as a Director of the Association, prior to the conveyance of the first Lot to a Public Purchaser. Declarant shall designate at least one member to serve a term of one (1) year, one member to serve a term of two (2) years and one member to serve a term of three (3) years from the date of appointment. The alternate member shall serve a term of three (3) years. Each of said members shall serve the length of said terms unless they have resigned or have been removed from office. Thereafter, the term of all Architectural Committee members appointed shall be three (3) years. Any new member appointed to replace a member who has resigned or been removed shall serve such member's unexpired term. Members who have resigned, been removed or whose terms have been expired may be reappointed; however, no person shall serve as a member of the Architectural Committee, either regular or alternate, for a period in excess of six (6) years in any ten (10) year period. Members of the Architectural Committee shall, after the initial appointment by Declarant, be elected by the Board of Directors of the Association.
6.3 Resignations. Any member or alternate member of the Architectural Committee may at any time resign from the Architectural Committee upon written notice delivered to Declarant its successors or assigns.
6.4 Vacancies. Vacancies on the Architectural Committee, however caused, shall be filled by the Board of Directors of the Association.
6.5 Duties. It shall be the duty of the Architectural Committee to consider and act upon proposals or plans submitted to it pursuant to the terms hereof, to adopt Architectural Committee Rules, to perform other duties delegated to it by the Board of Directors of the Association, and to carry out all other duties imposed upon it by this Declaration.
6.6 Meetings. The Architectural Committee shall meet from time to time as necessary to properly perform its duties hereunder. The vote or written consent of a simple majority of the members of the Architectural Committee shall constitute an act by the Architectural Committee unless the unanimous decision of its members is otherwise required by this Declaration. The Architectural Committee shall keep and maintain a record of all actions taken by it at such meetings or otherwise. The Architectural Committee and its members shall be entitled to reimbursement from the Association for reasonable out-of-pocket expenses incurred by them in the performance of any Architectural Committee function.
6.7 Architectural Committee Rules. The Architectural Committee may, from time to time and in its sole discretion, adopt, amend and repeal, by unanimous vote, the Architectural Committee Rules. The Architectural Committee Rules shall interpret and implement the provisions hereof by setting forth the standards and procedures for Architectural Committee review and guidelines for the architectural design, placement of buildings, landscaping, color schemes, exterior finishes and materials and similar features which are recommended for use in the Project; provided, however, that the Architectural Committee Rules shall not be in derogation of the minimum standards required by this Declaration and shall have no effect upon any final consent or approval of which an applicant has been notified in writing.
6.8 Hiring of Employee(s). With the approval of the Board of Directors of the Association, the Architectural Committee shall have the right to engage the services of employees or independent contractors necessary to insure the smooth and efficient functioning of Architectural Committee business.
6.9 Architectural Control. No improvement or change including, but not limited to, the construction, alteration or erection of any building, structure, sign, fence, wall, driveway, walkway, landscape screening, mailbox, outdoor lighting fixture, sanitary and/or storm sewer system, underground wiring, swimming pool, pool deck, change in terrain or topography or the removal of any existing tree or trees which are six (6") inches or more in diameter (when measured by caliper at a point on its trunk which is 24 inches from the ground at its base), shall be commenced, erected, placed or permitted on any Lot until the plans, specifications and specific location (including elevation) of said improvement or change (i) has been approved in writing by the Architectural Committee, or (ii) the Architectural Committee fails to approve or disapprove such design and location within sixty (60) days after said plans and specifications have been submitted to it and received by it in the final form and content reasonably acceptable to the Architectural Committee. In the event of (ii) above, no such approval will be required and this Article VI will be deemed to have been fully complied with.
(a) If any improvement or change requiring approval shall be undertaken on a Lot and said approval has not been obtained from the Architectural Committee or if any improvement or change which is not in conformity with plans and specifications approved by the Architectural Committee shall be undertaken on a Lot, said improvement or change shall be deemed to have been undertaken in violation of these covenants and upon written notice from the Architectural Committee, any such improvement or change deemed to be in violation shall be removed by Owner or altered so as to cure such violation. If thirty (30) days after the notice of such violation the Owner or Owners of the Lot in violation shall not have taken bona fide steps reasonably calculated to effect the timely removal or alteration of same, so as to render the Lot in conformity herewith, Declarant and/or the Association through its Architectural Committee shall have the right, through its agent, (i) to apply for appropriate injunctive relief to a court of competent jurisdiction and/or (ii) to enter said Lot and to take such steps as may be necessary to cure such violation and costs thereof shall be a binding obligation of the Owner by a lien on the Lot granted, conveyed and reserved hereby enforceable in accordance with Article X hereof, and subordinate to the Lien of any Mortgage. See Article 4.47 for provisions providing for right of entry.
(b) Failure on the part of the Declarant or the Architectural Committee to require the curing of such violation within one hundred twenty (120) days after any member thereof shall have actual knowledge as to the violation shall be deemed a waiver of the rights of the Declarant or the Architectural Committee contained herein as to the particular violation.
(c) The Architectural Committee shall strive to minimize repetition of exterior appearance or elevations of homes (if practicable in its sole discretion) to create residential areas which present a custom home impression. In no event shall two homes of the same or essentially similar exterior elevation or appearance be permitted on the same street within 500 feet of each other.
6.10 Application for Approval of Improvements. Any Owner, proposing to perform any work of any kind whatever which requires the prior approval of the Architectural Committee pursuant to Article VI, or any other provision of this Declaration, shall apply to the Architectural Committee for approval by notifying the Architectural Committee of the nature of the proposed work in writing, by submitting to the Architectural Committee plans and specifications for the proposed work and by furnishing such additional information as the Architectural Committee may require. Minimum requirements for such submittal shall include:
(a) Site Plan with building location using topographic one foot (1') interval contour map supplied by Declarant; overall dimensions together with delineation of percentage of Lot coverage and floor area ratio including one copy at one-twentieth inch (1/20th") equals one foot (1') for positioning of all Lot improvements on overall Master Plan to be maintained by Declarant.
(b) Paving locations and materials.
(c) Tree protection/preservation; notation of all 6" caliper or larger trees to be removed or to remain.
(d) Trash collection area(s).
(e) Mailbox location.
(f) Floor plans including room names and overall dimensions; tabulation of square foot area per floor and total area in square feet of structure excluding basement, garages, patios, open porches, and outbuildings.
(g) Foundation Plan including coordinates at a scale of one eighth inch (1/8") per foot or in lieu thereof, a reduced print of one twentieth inch (1/20") per foot.
(h) Foundation survey
(i) Elevations and overall height from finished ground level on all cardinal points and indicating exterior materials and their colors. In addition, there shall be provided a colored front elevation and a colored rear elevation for Golf Course abutting Lots at a scale of 1" equals 20'.
(j) Roof Plan and color and samples if requested by the Architectural Committee.
(k) Perspective (optional)
(l) Exterior wall materials and colors and samples if requested by the Architectural Committee.
(m) Grades, existing and proposed.
(n) Buffers, screening for parking, transformers, trash, antenna, etc.
(o) Landscape areas (existing/proposed hardscape and softscape.
(p) Site lighting plan.
(q) Any alternative reductions shall be of photographic quality and shall be accurate to the scale the original document is reduced. Three complete copies of all plans, at a scale of not less than one quarter inch (1/4") equals one foot (1'), shall be submitted to the Architectural Committee for its review along with a fee to be set from time to time by the Architectural Committee of not less than $50.00 and not more than $150.00. One complete copy of all materials submitted shall be returned to the Owner. The other two complete copies will not be returned and shall become the property of the Architectural Committee and held as a record together with the submissions required by 6.10(a) through (q), inclusive for a period determined from time to time by the Architectural Committee.
6.11 Public Approvals. All pertinent requirements of public agencies must be followed in the development of the Property, and all plans must be approved by the appropriate departments in the City of Memphis. Each Owner must verify that code requirements have been met at the time of purchase and development. Although based on local zoning and subdivision regulations, Declarant's criteria may be more restrictive in land use, site development standards, landscape requirements, or in other matters. In every case in which this criteria is at variance with public agency requirements, the more restrictive regulations shall govern. Final legal approvals permitting development and occupancy of the Property will be made by the appropriate governmental regulatory authorities.
6.12 Certificate of Compliance. Upon completion of any improvement or change on a Lot undertaken and completed in accordance with plans and specifications approved by the Architectural Committee and upon written request of the Owner of such Lot, a certificate of compliance ("Certificate of Compliance"), shall be issued in a form suitable for recordation. Preparation and recording of such certificate shall be at the expense of the Owner of such Lot. Any Certificate of Compliance issued in accordance with the provisions of this Article shall be prime facie evidence of the facts therein stated as to the Owner, any purchaser or encumbrancer in good faith and for value and as to any title insurer such Certificate of Compliance shall be conclusive evidence that all improvements and changes described therein comply with all requirements of the Association or of this Article VI. No Dwelling Unit shall be occupied until the recording of such Certificate of Compliance.
6.13 Liability for Defective Plans and/or Respective Work Performed. Neither Declarant its successors and assigns, nor the Architectural Committee, its agents, nor any architect or agent thereof, shall be liable or responsible in any way for any defects in any plans or specifications submitted, revised, or approved in accordance with the foregoing provisions, nor for any structural or other defects in any work done according to such plans and specifications. Every person who submits plans or specifications to the Architectural Committee for approval agrees by submission of such plans or specifications, and every Owner agrees, that he will not bring any action or suit against the Declarant, the Association or assigns, the Architectural Committee, its agents or any member thereof to recover any such loss or damage.
6.14 Proceeding with Work. Upon receipt of approval from the Architectural Committee or the failure of the Architectural Committee to reject such work pursuant to paragraph 6.9 above, the Owner shall, as soon as practicable, satisfy all conditions hereof and diligently proceed with the commencement and completion of all construction, reconstruction, refinishing, alterations and excavations pursuant to said approval. Said commencement shall be, in all cases, within one year from the date of such approval and (except for Lots which may be initially improved with a Dwelling Unit by Declarant), all construction shall be completed and a Certificate of Occupancy for any Dwelling Unit shall be issued no later than one year following the date of the commencement of the construction thereof, and all landscaping initially installed on any Lot shall be completed within 90 days following the issuance of the Certificate of Occupancy for the Dwelling Unit on such Lot. If the Owner shall fail to comply with this section, any approval given pursuant to paragraph 6.9 above, shall be deemed revoked unless the Architectural Committee, upon written request of the Owner made prior to the expiration of the applicable period, extends the time for such commencement. No such extension shall be granted except upon a finding by the Architectural Committee that there has been no change in the circumstances upon which the original approval was granted.
6.15 Failure to Complete Work. Except as otherwise provided herein, the Owner shall in any event complete the construction, reconstruction, refinishing, or alteration of any such Improvement within one (1) year after commencing construction thereof, except and for so long as such completion is rendered impossible or would result in great hardship to the Owner due to strikes, fires, national emergencies, natural calamities or other supervening forces beyond the control of the Owner or his agents. If an Owner fails to comply with this Section 6.15, the Architectural Committee shall notify the Owner of such failure, and the Architectural Committee shall proceed in accordance with the provisions of Section 6.16 below, as though the failure to complete the Improvement were a noncompliance with approved plan.
6.16 Inspection of Work. Inspection of work and correction of defects therein shall proceed as follows:
(a) Notice of Completion. Upon the completion of any construction or reconstruction or the alteration or refinishing of the exterior of any Improvements, or upon the completion of any other work for which approved plans are required under this Declaration, the Owner shall give written notice thereof to the Architectural Committee ("Notice of Completion").
(b) Right to Inspect. Within sixty (60) days after receipt of Notice of Completion, the Architectural Committee, or its duly authorized representative, may inspect such improvement to determine whether it was constructed, reconstructed, altered or refinished in substantial compliance with the approved plans. If the Architectural Committee finds that such construction, reconstruction, alteration or refinishing was not done in substantial compliance with the approved plans, in its sole discretion, it shall notify the Owner in writing of such non-compliance within such sixty (60) day period, specifying particulars of non-compliance, and shall require the Owner to remedy such non-compliance.
(c) Failure to Notify. If for any reason the Architectural Committee fails to notify the Owner of any noncompliance within ninety (90) days after receipt of the Notice of Completion from the Owner, the Improvement shall be deemed to be in accordance with said approved plans.
6.17 Application for Preliminary Approval. Any Owner proposing to construct Improvements requiring the prior approval of the Architectural Committee may apply to the Architectural Committee for preliminary approval by submission of preliminary drawings of the proposed Improvements in accordance with the Architectural Committee Rules. The purpose of the preliminary approval procedure is to allow an Owner proposing to make substantial Improvements an opportunity to obtain guidance concerning design considerations before expending substantial sums for plans and other exhibits required to apply for final approval. Applications for preliminary approval shall be considered and disposed of as follows:
(a) Architectural Committee Action. Within thirty (30) days after proper application for preliminary approval, the Architectural Committee shall consider and act upon such request. The Architectural Committee shall grant the approval only if the proposed improvement, to the extent its nature and characteristics are shown by the application, would be entitled to a final approval on the basis of a full and complete application. Failure of the Architectural Committee to notify the applicant within said thirty (30) day period shall constitute an approval. In granting or denying approval, the Architectural Committee may give the applicant such directions concerning the form and substance of the final application for approval as it may deem proper or desirable for the guidance of the applicant.
(b) Duration of Preliminary Approval. Any preliminary approval granted by the Architectural Committee shall be effective for a period of one hundred twenty (120) days from the date of the issuance thereof. During said period, any application for final approval which consists of proposed Improvements in accordance with the provisions of the preliminary approval, and is otherwise acceptable under the terms of this Declaration, shall be approved by the Architectural Committee.
(c) No Construction on Preliminary Approval. In no event shall any preliminary approval be deemed to be an approval authorizing commencement of construction of the proposed Improvements.
6.18 Waiver. The approval by the Architectural Committee of any plans, drawings or specifications for any work done or proposed, or for any other matter requiring the approval of the Architectural Committee under this Declaration, shall not be deemed to constitute a waiver of any right to withhold approval of any similar plan, drawing, specification or matter subsequently submitted for approval.
6.19 Special Situations - No Precedent Set. In order to meet special situations which may not be foreseen, it may be desirable for the Architectural Committee to allow variances of certain requirements. Any variance thus granted shall not be considered to be precedent setting since the decision is being made with the welfare of the overall Project in mind.
6.20 Two Years to Commence. The Lots are offered for sale for the purpose of construction of Dwelling Units thereon and not for speculation or investment purposes. Therefore, it is mandatory that construction of a Dwelling Unit be commenced within two (2) years after acquisition of a Lot and continued to completion.