Listed below are the Covenants, Bylaws, and Articles of Incorporation for the Woodcreek Homeowners' Association. At the end of each section, the original scanned versions of the official documents are presented.

Covenants

ARTICLE I

DEFINITIONS

(a) "Articles" shall mean the duly adopted Articles of Association for Woodcreek Homeowners' Association, Inc. as filed hereinafter with the office of the County Clerk for Cleveland County, Oklahoma, pursuant to 60 O.S. §§850-856, as the same may be amended from time to time.

(b) "Association" means the Woodcreek Homeowners' Association, Inc.

(c) "Bylaws" shall mean the duly adopted Bylaws of the Association, as the same may be amended, changed or modified from time to time.

(d) "Board of Directors" or "Board" shall mean the Board of Directors of the Association as selected pursuant to the provisions of the Bylaws.

(e) "Common Area" means those areas of land, designated on the recorded subdivision plats of all sections of Woodcreek Addition as "open space", including, but not limited to, the open frontage along 12th Avenue, S. E., intended to be owned by the Association and devoted to the common use and enjoyment of the owners of the Lots.

(f) "Common Expenses" shall mean the following:

(g) "Declarant" means Security National Bank and Trust Company, Successor Trustee, an Oklahoma Corporation, and Declarant's successors and assigns.

(h) "Declaration" means this instrument, by which the Property is submitted to the provisions of 60 O. S §§850-856, together with such amendments to this instrument as may hereafter from time to time be lawfully made.

(i) "Lot Owner" or "Owner" means the person, or legal entity, or the combination thereof, including contract sellers, holding the record fee simple or perpetually renewable leasehold title to a Lot in the Property, as the Lot is now or may from time to time hereafter be created or established. If more than one person, or other legal entity or any combination thereof, holds the record title to any Lot, all of them shall be deemed a single record owner and shall be a single member of the Association by virtue of their ownership of the Lot. The term "Lot Owner" or "Owner," shall not mean any contract purchaser, nor shall it include any mortgagee or other person or legal enti ty holding an interest in a Lot as security for the performance of an obligation.

(j) "Majority of Lot Owners" means the owners of more than fifty percent (50%) of the Lots. Any specified percentage of Lot Owners means such percentage in the aggregate of such ownership of Lots.

(k) "Original Contractor" shall be the individual or entity that constructs and offers to sell the initial structure placed on a lot in the Addition.

(l) "Person" means an individual, corporation, partnership, association, trust or other legal entity, or any combination thereof.

(m) "Property" means all of the land described on Exhibit "A" attached hereto, being the same parcel of real property shown on the "Plat of Woodcreek Addition No. 2" more particularly referred to in paragraph A of the Recitals to this Declaration and such additional land as may be subjected to this Declaration under the provisions of Article II below.

ARTICLE II

PROPERTY SUBJECT TO THIS DECLARATION

2.1 Declarant hereby declares that all the Property is held and shall be held, conveyed, encumbered, leased, rented, used, occupied and improved subject to the following limitations, covenants, conditions, restrictions, reservations, liens and charges, all of which are hereby declared and established and agreed to be in furtherance of a general plan and scheme for the sale of Lots, pursuant to the provisions of 60 O.S. §§850-856, and all of which are declared and established for the purpose of enhancing and protecting the value, desirability, and attractiveness of the Property. All of said limitations, covenants, conditions, reservations, liens, charges, and restrictions are hereby established and imposed upon the Property for the benefit thereof and for the benefit of each and every individual Lot comprising a part thereof and of each ownership of one or more Lots, now or in the future, and the owners of any interest of any kind or character in Lots, the Property, or any portion thereof. All of said limitations, liens, covenants, conditions, reservations, charges, and restrictions shall run with the land and shall be binding on all parties having or acquiring any right, title or interest in any Lot, the Property or any part thereof, whether as sole owner, joint owner, lessee, tenant, occupant, successor, trustee, assigns or otherwise.

2.2 Declarant further declares that the existing property and such additions thereto as may hereafter be made pursuant to Article X hereof, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants and restrictions hereinafter set forth, which shall run with such real property and shall be binding on all parties having or acquiring any right, title or interest therein or any part thereof, and shall inure to the benefit of each owner thereof and such owner's heirs, devisees, personal representatives, trustees, successors, and assigns, such covenants and restrictions being hereby imposed upon such real property and every part thereof as the dominant tenement.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION

SECTION 1

3.1. Every Owner of a Lot shall be a member of the Association. Membership shall be appurtenant to and may not be separated from the ownership of the Lot.

SECTION 2

3.2. The Association shall have two classes of voting membership:

3.2.1 Class A. Except for Declarant (which shall initially be a Class B member), the Class A members shall be all of the Owners of the Lots. Each Class A member shall be entitled to one (1) vote per Lot, for each Lot owned by it, in all proceedings in which action shall be taken by members of the Association.

3.2.2 Class B. The Class B member shall be the Declarant. The Class B member shall be entitled to three (3) votes per Lot for each Lot owned by it, in all proceedings in which action shall be taken by members of the Association.

3.2.3 The vote of any Class A member comprised of two or more persons, or other legal entitles, or any other combination thereof, shall be cast in the manner provided for in the Amended Articles of Association of the Association, or as the several constituents may determine, but in no event shall all such constituents cast more than one vote per Lot for each Lot owned by them.

3.2.4 The Class B membership in the Association shall cease and be converted to Class A membership in the Association on the twentieth (20th) anniversary of the date of this Declaration or at such earlier time as the total number of votes entitled to be cast by Class A members of the Association equals or exceeds the total number of votes entitled to be cast by the Class B member of the Association.

ARTICLE IV

COMMON AREAS

SECTION 1

4.1.1 Declarant shall grant and convey to the Association, and the latter shall take and accept from the Declarant, the Common Areas shown on the subdivision plat which is subject to this Declaration, not later than the date the first Lot shown on the subdivision plat which is improved by a dwelling is conveyed to an Owner. At the time of the conveyance the Common Areas shall be free of any mortgages, judgment liens or similar liens or encumbrances.

4.1.2 The Association shall hold the Common Areas conveyed to it subject to the following:

SECTION 2

4.2.1 The Common Areas conveyed to the Association shall be deemed property and facilities for the use, benefit and enjoyment, in common, of each Owner. Except as otherwise permitted by the provisions of this Declaration, no structure or improvement of any kind shall be erected, placed or maintained on any Common Area except: (i) structures or improvements designed exclusively for community use, including, without limiting the generality of the foregoing, shelters, benches, chairs or other seating facilities, fences and walls, walkways, roadways, playground equipment, swimming pools and tennis courts, and (ii) drainage, storm water and utility systems and structures. The Common Areas may be graded, and trees, shrubs or other plants may be placed and maintained thereon for the use, comfort and enjoyment of the Owners, or the establishment, retention or preservation of the natural growth or topography of the Common Areas, or for aesthetic reasons.

4.2.2 No portion of any Common Area may be used exclusively by any Owner for personal gardens, storage facilities or other private uses without the prior written approval of the Association.

SECTION 3

4.3.1 No noxious or offensive activity shall be carried on upon any Lot or any Common Area nor shall anything be done thereon which will become an annoyance or nuisance to the neighborhood.

4.3.2 No drilling or puncturing the surface for oil, gas or other minerals or hydrocarbons on the Property (including any Lot or any Common Area) shall be permitted.

4.3.3 The storage of trash, ashes or other refuse except in normal receptacles is prohibited. Weeds, underbrush or other unsightly growths shall not be permitted to grow or remain on any Lot or any Common Area.

SECTION 4

4.4.1 The Association shall improve, develop, supervise, manage, operate, examine, inspect, care for, repair, replace, restore and maintain the Common Areas as from time to time improved, together with any items of personal property placed or installed thereon, all at its own cost and expense.

4.4.2 The Lot Owners and each of them, together with all parties bound by this Declaration, covenant and agree that the administration of the Common Areas shall be in accordance with the provisions of this Declaration, the Articles, the Bylaws, and such rules and regulations as may be adopted by the Board, and the amendments, changes and modifications thereto as may come into effect from time to time. In the event of any inconsistency between the provisions of this Declaration and the provisions of the Articles, the Bylaws, or rules and regulations, the provisions of this Declaration shall prevail.

4.4.3 The Association shall have the following powers and duties:

SECTION 5

4.5.1 The Board shall keep or cause to be kept records with detailed accounts of the receipts and expenditures affecting the Common Areas, and its administration and specifying the maintenance and repair expenses of the Common Areas and any other expenses incurred by or on behalf of the Association. The records so kept shall be available for inspection at convenient hours on working days by all Owners and mortgagees, and representatives of the Federal Housing Administration and veterans Administration.

4.5.2 All records shall be kept in accordance with generally accepted accounting principles. Owners and mortgagees shall be entitled to receive, upon request, a current financial statement of the Association.

SECTION 6

4.6.1 The right of each Owner to use the Common Areas shall be subject to the terms, conditions, and provisions as set forth in this Declaration and, to any rule or regulation now or hereafter adopted by the Association for the safety, care, maintenance, good order and cleanliness of the Common Areas. All such terms, conditions, provisions, rules and regulations shall inure to the benefit of and be enforceable by the Association and Declarant, or either of them, their respective successors and assigns, against any Owner, or any other person, violating or attempting to violate the same, either by an action at law for damages or a suit in equity to enjoin a breach or violation, or to enforce performance of any term, condition, provision, rule or regulation.

4.6.2 The Association and Declarant shall each have the right, summarily, to abate and remove any breach or violation by any Owner at the cost and expense of the Owner. Further, each Lot Owner shall be entitled to enforce the provisions of this Declaration to the extent authorized and permitted by 60 O.S. §§850-856.

ARTICLE V

PROPERTY RIGHTS IN THE COMMON AREAS

SECTION 1

5.1.1 Declarant shall hold, and hereafter grant and convey the Lots, subject to the covenants, conditions and restrictions herein set forth, which are imposed upon the Lots for the benefit of Declarant, the Association and the Owners, and their respective personal representatives, successors and assigns, to the end and intent that each Owner shall hold his Lot subject to the following provisions.

5.1.2 Each Owner, in common with all other Owners, shall have the right and privilege to use and enjoy the Common Areas of Woodcreek Addition No. 2 for the purposes for which the same were designed. This right and privilege shall be appurtenant to and pass with the title to the Lot. The right to the use and enjoyment of all Common Areas shall be subject to: (i) the right of the Association to charge reasonable admission and other fees for use of facilities within the Common Areas; and (ii) the right of the Association to suspend the voting rights and rights to use the Common Areas by an Owner (a) for any period in which any assessment against his Lot remains unpaid, or (b) for a period not to exceed sixty (60) days for any infraction of published rules and regulations of the Association.

5.1.3 In furtherance of the foregoing, each Lot Owner shall have a non-exclusive easement of access to, use and enjoyment of, and ingress and egress through, the Common Areas, and such easements shall be appurtenant to and shall pass with the title to every Lot, subject to the following provision: (a) Such easements shall be subject to the right conferred by this Declaration of the Board to establish uniform rules and regulations concerning the use of the Common Areas.

5.1.4 Any damage to any Common Areas which is caused by the negligent act or the willful misconduct of any Lot Owner may be repaired by the Association but, in such event, the Association shall be entitled to reimbursement from the Lot Owner responsible for such damage.

5.1.5 Subject to the provisions of Article II hereof each unit Owner's undivided interest in the Common Areas shall have a permanent character. Such interest shall not be separated from the Lot to which it is appurtenant and shall be deemed to be conveyed or encumbered wi th the Lot even though such interest is not expressly mentioned or described in the deed or other instrument of conveyance. The Common Areas shall remain undivided and no Lot Owner or any other person shall bring any action for partition.

SECTION 2

5.2.1 Any Owner may delegate, in accordance with the Bylaws of the Association, his right to the use and enjoyment of the Common Areas, and any facilities thereon, to the members of his family, his tenants, or to contract purchasers who reside on his Lot.

5.2.2 Lot Owner may not waive or otherwise escape liability for the assessments provided for by this Declaration or otherwise duly and properly levied by the Board, by non-use of the Common Areas and the facilities thereon or any part thereof, or by abandonment of his Lot.

SECTION 3

5.3.1 Each Owner shall fully and faithfully comply with the rules, regulations and restrictions applicable to use of the Common Areas, as these rules, regulations and restrictions are from time to time adopted by the Association for the safety, care, maintenance, good order and cleanliness of the Common Areas. Each Owner shall comply with the covenants, agreements and restrictions imposed by this Declaration on the use and enjoyment of the Common Areas.

5.3.2 Failure or refusal by an Owner after written notice to comply with any of the rules, regulations and restrictions shall be grounds for an action to recover sums due, for damages or injunctive relief or both, and for reimbursement of all attorney's fees incurred in connection therewith and interest on all of such amounts at the highest lawful rate, which action shall be maintainable by the Board of Directors in the name of the Association on behalf of the Owner or, in a proper case, by an aggrieved Owner.

SECTION 4

5.4.1 The rights, privileges and easements of the Owners are at all times subject to the right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed upon by the Association. Such dedication or transfer must be agreed upon, in writing, by the City Council of the City of Norman.

5.4.2 No such dedication or transfer shall be effective unless approved by a two-thirds (2/3rds) vote of each class of members of the Association voting in person or by proxy at a meeting called for such purpose, and the same shall have been consented to by the agency, authority or utility accepting the dedication or transfer.

ARTICLE VI

COVENANT FOR ASSESSMENT

SECTION 1

6.1.1 Declarant, for each Lot owned by Declarant within the Property, hereby covenants, and each Owner, by acceptance of a deed hereafter conveying any such Lot to him, whether or not so expressed in the deed or other conveyance, shall be deemed to have covenanted and agreed to pay the Association a pro rata share of (i) annual assessments or charges; and (ii) special assessments or charges for capital improvements, such annual and special assessments and charges to be established and collected as hereinafter provided.

6.1.2 The annual and special assessments or charges, together with interest at the rate of ten percent (10%) per annum accruing from their due date until payment is made, and the costs of collection thereof and reasonable attorney's fees, shall be a charge on, and continuing lien upon each Lot against which an assessment is made. Each assessment or charge, together with interest at the rate of ten percent (10%) per annum accruing as aforesaid, and costs and reasonable attorney's fees incurred or expended by the Association in the collection thereof, shall also be the personal obligation of the Owner of the Lot.

6.1.3 The assessments and charges levied by the Association shall be used exclusively for promoting the recreation, health, safety, and welfare of the residents of the Property, and in particular for the improvement, operation and maintenance of the Common Areas, including, but not limited to, the payment of taxes (except to the extent the proportionate shares of such public charges and assessments on the Common Areas may be levied against all Lots on the Property by the tax collecting authority so that the same are payable directly by the Owners thereof, in the same manner as real property taxes assessed or assessable against the Lots) and insurance thereon.

SECTION 2

6.2.1 Until January 1st of the year 1991, the annual assessment shall be Forty-Five Dollars ($45.00) per Lot, which shall be the maximum annual assessment for that year. Thereafter, the maximum permissible annual assessment shall increase each year by five percent (5%) of the maximum permissible annual assessment for the previous year without the necessity of a vote of the membership of the Association. The maximum permissible annual assessment may be increased above the five percent (5%) limitation specified in the preceding sentence only by a Majority of Lot Owners of each class of members of the Association, voting in person or by proxy, at a meeting called for such purpose.

6.2.2 Declarant shall deliver to the Association a sum equal to Two Hundred Fifty Dollars ($250.00) per Lot within the Addition for the specific use of maintaining or constructing capital improvements within the Addition.

6.2.3 The Board of Directors of the Association may fix the annual assessment against each Lot at any amount not in excess of the maximum permissible annual assessment applicable to that year without the necessity of a vote of the membership of the Association.

6.2.4 Notwithstanding anything elsewhere set forth herein, the annual assessments or charges made or levied against any Lot of which Declarant is the Owner on January 1st of the year to which the assessment pertains, shall equal seventy-five percent (75%) of the annual assessment or charge made or levied against any other Lot on the Property, it being intended that the Declarant, its successor and assigns, shall not pay more, or less, than seventyfive percent (75%) of the per Lot annual assessment established by the Association under this section and said assessment shall not first accrue until January 1, 1997.

SECTION 3

6.3.1 In addition to the annual assessments authorized above, the Board of Directors of the Association may levy in any year, a special assessment against Class "A" stock, applicable for that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any capital improvement located on any Common Area, including fixtures and personal property related thereto, provided that such assessment shall first be approved by a Majority of Lot Owners of each class of the members of the Association, voting in person or by proxy at a meeting called for such purpose.

SECTION 4

6.4.1 Except as provided in Section 2 of this Article, and in Section 6 of this Article, annual assessments must be fixed at a uniform rate for all Lots.

SECTION 5

6.5.1 Written notice of any meetings of members of the Association called for the purpose of taking any action authorized under Sections 2 or 3 of this Article shall be sent to all members not less than ten (10) days, nor more than sixty (60) days, in advance of the meeting.

6.5.2 At the first meeting, the presence of members, or of proxies, entitled to cast sixty percent (60%) of all of the votes of each class of members entitled to be cast at the meeting shall be necessary and sufficient to constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirements, and the required quorum at any subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

SECTION 6

6.6.1 The annual assessments shall commence on the first day of Jan. ,1997. The first annual assessment shall be made for the balance of the calendar year and shall become due and payable on the date fixed for the commencement. The amount of the assessment for the first year shall be an amount which bears the same relationship to the annual assessment provided for in the first sentence of Section 2 of this Article as the remaining number of months in that year bear to twelve. The same reduction in the amount of the annual assessment shall apply to the first assessment levied against any property which is hereafter added to the Property at a time other than the beginning of any calendar year.

6.6.2 The annual assessments for any year after the first year shall be on a calendar year basis. The amount of the annual assessment against each Lot shall be fixed not later than February 1st of each year and become due and payable on the first day of April of that year.

6.6.3 The due date under any special assessment under Section 3 shall be fixed in the resolution authorizing the special assessment; however, such due date shall be at least fifteen (15) days after the date of such resolution.

SECTION 7

6.7.1 The Board of Directors of the Association shall fix the date of commencement and the amount of the annual assessment against each Lot for each assessment period at least two (2) months in advance of the due date for the payment thereof and shall, at that time, prepare a roster of the Lots and assessments applicable thereto. Such roster shall be kept in the office of the Association and shall be open to inspection by any Owner. A notice of the amount of the assessment and the due date of payment shall be mailed to each Lot Owner.

6.7.2 If an annual or special assessment is not paid on the due date, the assessment shall be delinquent and shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same, or may foreclose the lien against the Lot for such assessment. In any such proceeding, there shall be added to the amount of such assessment the reasonable costs of preparing and filing the action, and in the event that judgment is obtained, such judgment shall include interest on the assessment as above provided and reasonable attorneys' fees to be fixed by the Court together with the costs of the action. Each Owner of a Lot shall by accepting title thereto be deemed to have assented to proceedings for the foreclosure of any lien upon his Lot (including a foreclosure by power of sale pursuant to the Oklahoma Power of Sale Mortgage Foreclosure Act) which results from his failure to pay an assessment on the due date thereof.

SECTION 8

6.8.1 The lien of the assessments provided for herein shall be subordinate to any mortgage or deed of trust hereafter placed upon the Lot subject to assessment; provided, however, that the sale or transfer of any Lot pursuant to mortgage foreclosure, or any proceeding in lieu thereof, shall only extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. Such sale or transfer shall not relieve the Lot from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment.

6.8.2 In the event a mortgage on a Lot should provide that a defaul t in the payment of an assessment shall be an event of default in such mortgage and, if required by the mortgage by written notice to the Association, the Board of Directors shall give notice of any default in payment of an assessment to the mortgagee.

6.8.3 To evidence the lien for unpaid assessments, the Board of Directors shall prepare a written notice of assessment lien setting forth the amount of such unpaid indebtedness, the name of the Owner of the Lot and a description of Lot. Such notice shall be signed by the President or a Vice-President of the Association, and shall be duly attested and acknowledged and shall be recorded in the office of the County Clerk of Cleveland County, Oklahoma. Such lien for the Common Areas shall attach from the due date thereof and impart notice to third parties from the date of the recording thereof. Such lien may be enforced by the foreclosing of the defaulting Owner's Lot subsequent to the recording of a notice or claim thereof by the Association in like manner as a mortgage on real property. The Owner of the Lot being foreclosed shall be required to pay to the Association the monthly assessment for the Lot during the period of foreclosure, and the Association shall be entitled to the appointment of a receiver to collect the same. The Association shall have the power to purchase a Lot at foreclosure or other legal sale and to acquire and hold, lease, mortgage, vote the votes appurtenant to, conveyor otherwise deal with the same. Any mortgagee holding a lien on a Lot may pay, but shall not be required to pay, any unpaid assessment payable with respect to such Lot, and such payment shall not be deemed a waiver by the Association of default by the Lot Owner.

6.8.4 Upon the sale or conveyance of a Lot, all unpaid assessments against the seller-owner for his pro rata share of the Common Expenses, including interest and costs and reasonable attorney's fees incurred in collection, shall be first paid out of the sales price or by the purchaser in preference to any other assessments or charges of whatever nature, except the following:

ARTICLE VII

ARCHITECTURAL CONTROL COMMITTEE

SECTION 1

7.1.1 No structure, whether residence, accessory building, tennis court, swimming pool, antenna (on a structure or on a lot), flag poles, fences, walls, treehouses, platforms, exterior lighting, or other improvements, shall be constructed or maintained upon any Lot and no alteration or repainting to the exterior of a structure shall be made and no landscaping performed unless complete plans, specifications, and lot plans therefore, showing the exterior design, height, building material and color scheme thereof, the location of the structure plotted horizontally and vertically, the location and size of driveways, the general plan of landscaping, fencing, walls and windbreaks, and the grading plan shall have been submitted to and approved in writing by the Architectural Control Committee, and a copy of such plans, specifications, and lot plans as finally approved deposited with the Architectural Control Committee. All mail boxes used must be approved by the Archi tectural Control Committee. The Architectural Control Committee shall be composed of three or more representatives appointed by the Board of Directors of the Association.

7.1.2 The Architectural Control Committee shall exercise its best judgment to see that all improvements, construction, landscaping and alterations with the Property conform to and harmonize with existing surroundings and structures.

7.1.3 The Architectural Control Committee shall approve or disapprove all plans and requests within thirty (30) days after submission. In the event the Architectural Control Committee fails to take any action within thirty (30) days after requests have been submitted, approval will not be required, and this Article will be deemed to have been fully complied with.

7.1.4 A majority vote of the Architectural Control Committee is required for approval or disapproval of proposed improvements.

7.1.5 The Architectural Control Committee shall maintain written records of all applications submitted to it and of all actions it may have taken.

7.1.6 The Architectural Control Committee shall not be liable in damages to any person submitting requests for approval or to any owner by reason of any action, failure to act, approval, disapprovaI, or failure to approve or disapprove with regard to such requests.

ARTICLE VIII

ADDITIONAL COVENANTS, CONDITIONS, RESTRICTIONS AND ANNEXATION

8.1.1 The Lots and any building or structure now or hereafter erected on a Lot shall be occupied and used for single-family residence purposes only. All proposed plans for structures shall be approved by the Architectural Control Committee as set forth in Article VII hereto. However, all buildings and structures now or hereafter erected on a Lot shall comply with the following conditions and restrictions, to-wit:

8.1.2 Storage of Nonconventional Vehicles. Boats, trailers or other vehicles, including, but not limited to, recreational vehicles, which are not normally used as daily transportation, may be kept on a Lot provided that they are totally concealed in a garage. Under no conditions maya detached structure or a trailer of any type be occupied, temporarily or permanently, as a residence.

8.1.3 Garage Conversions. Garage conversions are prohibited. Garages may not be structurally altered as an extra room addition or for the purpose of any residential or commercial use with the following exceptions: Prior to closing, the original contractor may utilitze the garage area as a temporary office or showroom.

ARTICLE IX

REPAIR AND MAINTENANCE OF LOTS

9.1.1 The Owner of each Lot shall keep the Lot, and the buildings and other improvements thereon, in good order and repair, and free of debris. Lawns shall be seeded and mowed, shrubbery trimmed and painted exterior surfaces repainted, all in a manner and with such frequency as is consistent with good property management.

9.1.2 In the event the Owner of a Lot shall fail to maintain the Lot and the buildings and other improvements thereon as provided herein, the Association, after ten (10) days written notice to the Owner and with the approval of the Board of Directors, shall have the right to enter upon the Lot to perform such work as is reasonably required to restore the Lot and the buildings and other improvements thereon to a condition of good order and repair. All costs incurred by the Association in connection with the restoration shall be reimbursed to the Association by the Owner of the Lot, upon demand. All unreimbursed costs shall be a lien upon the Lot until reimbursement is made. The lien may be enforced in the same manner as a lien for an unpaid assessment levied in accordance with Article VI of this Declaration.

ARTICLE X

ANNEXATION

10.1.4 A. Additional Annexation. In addition to the annexation of lands elsewhere provided in this Article VIII, additional adjacent or abutting lands may be annexed by the Declarant without the consent of Members within ten (10) years of the date of this instrument provided that the annexation is in general conformity with the "Preliminary Plat", prepared prior to the sale of any Lot in the Existing Property and made available to every purchaser at the Declarant's office, prior to such sale. The Preliminary Plat shall show (1) the proposed additions to indication of size and location of the additional development of size and location of the additional development stage or stages and proposed land uses in each; (2) the approximate size and location of Open Spaces proposed for each stage; and (3) the general nature of proposed common facilities and improvements. Such Preliminary Plat shall not bind the Declarant, its successors and assigns, to make the proposed additions, or, if such additions are not made, to adhere to the Preliminary Plat in any subsequent development of and shown thereon. Alterations to the Preliminary Plat which are approved by the City of Norman Planning Commission shall automatically be considered to be consistent with other development in the area.

B. The Additions authorized under this Article shall be made by filing of record a Supplementary Declaration of Covenants and Restrictions (herein called "Supplementary Declaration") with respect to the additional property which shall extend the scheme of the covenants, voting rights and restrictions of the Declaration as may be necessary to reflect the different character, if any, of the added properties, provided they are not inconsistent with the scheme of this Declaration. In no event, however, shall such Supplementary Declaration revoke, modify or add to the covenants and restrictions established by this Declaration as to The Property covered thereby prior to such addition. The phrase "Inconsistent with the scheme of this Declaration" as recited above, shall not be interpreted as prohibiting Declarant to modify those conditions as more fully set forth in Article VIII, Section 8.1.1.

ARTICLE XI

GENERAL PROVISIONS

SECTION 1

11.1 Invalidation of anyone of these covenants or restrictions by judgment or court order shall not affect any other provisions which shall remain in full force and effect.

SECTION 2

11.2.1 The covenants and restrictions of this Declaration shall run with and bind the Property, 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 unless, prior to the expiration of the then current term, a written instrument shall be executed by the then owners of ninety percent (90%) of the Lots stating that this Declaration shall expire at the end of the then current term.

11.2.2 This Declaration may be amended during the first twenty (20) year period by an instrument signed by the Owners of not less than ninety percent (90%) of the Lots, and thereafter by an instrument signed by the Owners of not less than seventy-five percent. (75%) of the Lots. Any amendment must be recorded in the office of the County Clerk of Cleveland County, Oklahoma.

SECTION 3

11.3.1 Anything set forth in Section 2 of this Article to the contrary notwithstanding, Declarant shall have the absolute unilateral right, power and authority to modify, revise, amend or change any of the terms or provisions of this Declaration, all as from time to time amended or supplemented. However, this unilateral right, power and authority of Declarant, may be exercised only if either the Veterans Administration or the Federal Housing Administration or any successor agencies thereto shall require such action as a condition precedent to the approval by such agency of the United States of the Property or any part thereof or any Lots thereon, for federally approved mortgage financing purposes under applicable Veterans Administration, Federal Housing Administration or similar programs. If the Veterans Administration or the Federal Housing Administration or any successor agencies approve the Property or any parts thereof or any Lots thereon for federally approved mortgage financing purposes, any further amendments to the Declaration made during any period of time when there are Class B members of the Association shall also require the prior consent of the agency giving such approval.

11.3.2 Each Owner shall register in writing his mailing address with the Association, and notice or demands intended to be served upon an Owner shall be sent by certified mail, postage prepaid, addressed in the name of the Owner at such registered mailing address. All notices, demands or other notices intended to be served upon the Board of Directors of the Association or to the Association shall be sent certified mail, with postage prepaid, to Woodcreek Addition No. 2 Homeowners' Association, c/o Adair & Associates, 111 N. Peters, Norman, Oklahoma 73069, or at such other address of which the Board may be furnished from time to time or served in person upon the service agent of the Association, James L. Adair, 111 N. Peters, Norman, Oklahoma 73069.

SECTION 4

11.4.1 For a period of ten (10) years from the date of these Covenants, Declarant reserves the right to change or cancel any or all of these restrictions if, in its judgment, the development or lack of development of adjacent property makes that course necessary or advisable.

EXECUTED the day hereinabove first written.

DECLARANT:
SECURITY NATIONAL BANK AND TRUST
COMPANY OF NORMAN, SUCCESSOR
TRUSTEE, an Oklahoma Corporation

Bylaws

I. These shall serve as the official bylaws of the Woodcreek Homeowners' Association, of Norman, Oklahoma, referred to hereafter as the Association in governance of the housing area known as the Woodcreek Addition. The terms "lot owner" and "homeowner" may be used interchangeably. These bylaws supersede all previous bylaws approved by the Association.

II. ASSOCIATION MEMBERSHIP

All lot owners in the Woodcreek Addition shall be considered members of the Association. A member is classified as "a member in good standing" with the Association if a lot owner's household has complied with all actions of the Association and is current on all assessments made by the Association.

III. ASSESSMENTS

Assessments (annual dues) shall be levied, on an annual basis, under the terms and conditions that exist in the Covenants of the Association. Effective January 1, 2004 the dues for the Association shall be set at $63 per lot, and may increase annually thereafter under the terms and conditions outlined in the Covenants.

All lot owners will receive an invoice for their annual assessment by January 31 st of each year. This invoice will be sent via U.S. First Class Mail. All annual assessments are due on March 31st of each year or upon contract closing for new Woodcreek Lot Owners. Any accounts not paid in full by March 31st will be assessed an additional 10% per annum finance charge (in the form of a late fee) while the account is past due or in default. Past due accounts will receive one notice, via U.S. Certified Mail, providing the lot owner 30 days to clear the account. In the event of a default, the adjusted account balance will be totaled and a lien in that amount, plus all court, filing, and other fees, will be filed against the property until such time the account is paid in full, pursuant to the Covenants. No additional finance charges (except as noted earlier) or late fees can be applied, excluding costs related to the filing or releasing of the lien or taking other legal action as necessary.

The Association, from time to time, may need to levy a special assessment on the membership deSignated for a particular project, activity, or emergency. The Association will vote, as a whole, on any special assessments and will need to be passed with a majority vote of each class of member in good standing.

IV. BOARD OF DIRECTORS AND OFFICERS

Each year the Association shall elect a board of directors and officers to that board of directors to conduct its business as outlined below and in the Covenants of the Association. The offices of the board of directors of the Association shall be:

A. President
B. Vice-President
C. Secretary-Treasurer
D. At-large Members

The president, vice-president, and secretary-treasurer will be the officers of the board of directors, and will each be responsible for conducting the duties of his or her respective office. The at-large members will fill the remainder of the open board positions, as determined in Section V.

V. APPORTIONMENT

The board of directors must apportion board seats based on the conditions outlined below preceding the annual election of board members in the first three (3) weeks of January, and provide notice to all members of the Association of the total number of board positions, pursuant to Section X. Apportionment can only be conducted once a year, in January, preceding the election of the board of directors. There shall be one board position for every 30 lots with an occupied home in the Woodcreek Addition. The number of board positions will be based on the secretary-treasurer's records of occupied lots as of September 30t the year prior to the election. There shall at all times be a minimum of at least five (5) board positions, consisting of a president, vice-president, secretary-treasurer, and two at-large members. Additional board positions that become available due to re-apportionment will be considered at-large positions.

VI. REQUIREMENT FOR HOLDING OFFICE

There cannot be more than one member of any household serving on the board of directors at the same time. The offices of president and vice-president can only be held by members of the Association that have completed one (1) full term of service on the board of directors, unless there are no members of the Association interested in holding these offices at the time of election that have completed a full term on the board of directors (under this condition this requirement will automatically be waived). All board members must own and live in a home within the Woodcreek Addition during their term of elected office and be considered "a member in good standing" with the Association. All board members must be at least 18 years of age.

VII. TERMS & VACANCIES

All board members, including officers shall serve a term of one year, effective immediately upon installation after the annual election, pursuant to Section X, to be completed at the conclusion of the installation of new board members during the annual election. There will be no limit to the number of consecutive or non-consecutive board terms anyone individual may hold, regardless of the office or position held the previous year. If in the event a board member resigns from office, is removed from office pursuant to Section XII below, or moves out of the Woodcreek Addition, or for any other reason vacates his or her seat, then the board of directors shall appoint an interim board member to fill the open seat, until the next meeting where a special election shall be held to elect the new member for the remainder of the respective board term.

VIII. DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND OFFICERS

A. The board of directors and officers of the board shall have the following responsibilities and duties:

B. Additional Responsibilities - Officers

1. President

2. Vice-President

3. Secretary-Treasurer

IX. ACTION OF THE BOARD OF DIRECTORS

All action of the board of directors can be reviewed by the members of the Association at the meeting of the Association. All action taken will be presented as a report of the Board of Directors. Any necessary action needed to be taken by the board of directors that has not been outlined above must be first approved by the Association membership. Any action of the Board of Directors can be overturned by the Association membership, with the exception of rulings of the Architectural Control Committee or collection actions taken against Association members whose accounts are past due.

X. ELECTION OF THE BOARD OF DIRECTORS

Each year the Association shall elect a board of directors and officers to that board during the third week of January. Elections shall be run under the following guidelines:

XI. MEETINGS

The Association shall meet, from time to time, to conduct its business, vote on issues, elect officers, etc. The meetings of the Association must be held within the Woodcreek Addition, and all notification for meetings must comply with the Covenants of the Association. Association meetings - The Homeowners' Association shall meet no fewer than once a calendar quarter: Once in January for the primary purpose of electing officers and once each quarter thereafter. Additional meetings may be held. Meetings will be called by the board of directors or by a majority of the members in good standing of the Association. All notification rules outlined in the Covenants will apply. All quorum rules outlined in the Covenants will apply. Board of Directors meetings - The board of directors shall meet no fewer than once every three months (4 times annually). Additional meetings may be held. Meetings will be called by the president of the board of directors, or by a majority of the board of directors. Notification for board meetings will be in writing, or by electronic means, to each board member ten (10) days prior to each meeting. Quorum for the meeting shall be 50% + 1 of the active board membership.

XII. IMPEACHMENT

In the event a member of the board of directors fails to uphold the responsibilities of his or her position, it than can be moved and seconded to place a member of the board in nomination for impeachment during a board of directors meeting. The Association membership will vote on the issue at the next meeting. Any vacancies that form as a result of impeachment will be filled by a special election of the Association.

XIII. PARLIAMENTARY AUTHORITY

All meetings shall be run using the parliamentary procedure guidelines outlined in Robert's Rules of Order, Newly Revised, and it shall serve as the official authority of each meeting.

XIV. APPOINTMENT OF COMMITTEES

The board of directors, at its discretion, shall appoint committees to perform specific tasks or conduct certain business for the Association. The board of directors shall be responsible for all actions of the committee and for defining its function and term of operation.

XV. AMENDMENTS

Amendments to the bylaws must be moved, seconded and then submitted in writing to the secretary-treasurer under New Business during a meeting of the Association membership. Action on the proposed amendment cannot be taken until the next meeting of the Association (under Old Business). All amendments must be passed with a 60% majority of each class present (after quorum has been established).

XVI. RENTAL PROPERTIES

All lot owners using their property for rental purposes must notify the Association's SecretaryTreasurer within 30 days of their decision. In addition to the requirement for a lot owner to provide their mailing address and telephone number for Association records, the lot owner must also provide the name, address, and phone number of any person or business providing property management services. All rental property lot owners must ensure their tenants and property managers comply with the Association's Declarations of Covenants and Bylaws in maintaining the property.

XVII. CERTIFIED MAIL

The Association will use U.S. Certified Mail to notify all lot owners or their responsible parties of upcoming meetings to vote on proposed changes to the Covenants or Bylaws, the levy of a special assessment, or any other matter as determined by the board of directors. Otherwise, the normal means of providing correspondence, bills, notices, etc. to lot owners will be through the use of U.S. First Class Mail.

XVIII. ASSOCIATION TREASURY RESERVE

The secretary-treasurer will maintain a non-cumulative, minimum reserve equaling 20% of that year's annual homeowners' assessment dues in the Association's treasury for emergencies. In the event the reserve falls below the minimum balance, the secretary-treasurer will provide written notification explaining the circumstances to each member of the board of directors so the matter can be addressed to the Association at the next meeting.

Articles of Incorporation