Nottingham Downs Homes Association, Inc.

Board of Directors

President Dan Stephenson 491‑6280

Vice‑President & Annual Meeting Jerry Young 317-9456

Secretarv Susan Smith 696-0223

Liz Klug 469‑0637

Treasurer Lynn Hall 451‑8281

Block Captain Coordinator Miike McMahon 491-9434

Garage Sale Susan Smith 696-0223

OP liaison Keen Bodner 345-0747

Newsletter Carol Galloway 498-2161

Picnic Mike McMahon 491-9434

John Hassed 663-2313

Stream Cleanup Carol Galloway 498-2161

Jill O’Conner 451-4925

Block Captains

North of Creek:

East side of Lamar VACANT

West side of Lamar Chris Rice 491‑6768

Russet off Lamar ('!north End) Allison Myers 451-0554

Russet off Lamar (South End) VACANT

South Side of 125'h St Jane Jones 345‑0408

North Side of 125'" St Fran Rollins 345‑8507

West Side of Walmer Jeanne Hoyt 491‑6537

East Side of Walmer Mike McMahon 491-9434

North End of Riggs Susan Smith 696-0223

South End of Riggs Liz Klug 469-0637

123'° St Bob Doyle 345‑1471

Glenwood Jeanne Biehm 345‑9429

South of Creek:

Lamar Owen Nadeau 906-9449

?north End of Walmer Dan Stephenson 491-6280

South End of Walmer Michelle Talley 469‑8333

125" Terrace VACANT

125" Place Paula Davis 661‑9378

Russet of Lamar/Vfalmer Nancy Bernhardt 451‑5753

(Cut‑de‑Sac off Lamar)

This Directory is distributed exclusively !or the residents of Nottingham Downs and is intended solely for the purpose of fostering neighborhood goodwill. Please report directory corrections to your Block Captain or member of the Board of Directors.

HELPFUL NUMBERS

EMERGENCY - 911- EMERGENCY

Fire ( non‑emergency) 888‑6066

Police (Admin) 895‑6000

Poison Control 588‑6633

HOSPITALS CITY OFFICES

Baptist Medical Center 276‑7000 OP City Hall 895‑6000

(Emergency) 276‑7380 Building Permits 895‑6205

Lee's Summit 251‑7000 Court Information 895‑5030

Med Center of Independence 478‑5000 Health 8 Environment 895‑6270

Menorah Medical Park 345‑3600 Human Resources 895‑6115

Columbia OP Regional 541‑5000 Inspection Scheduling 895‑6220

Park Lane Med Center 358‑8000 Leisure Services 895‑6350

Providence Med Center 596‑4000 Municipal Court 327‑6800

Research Belton 348‑1200 Planning & Research 895‑6190

Research Med Center 276‑1000 Public Works 895‑6040

Research Psychiatric Center 444‑8161 Reporting St Light Repair 897‑4299

St Joe Health Center 942‑4400 Post‑Office BV 897‑6324

(Emergency) 943‑2711

St Luke's South 317‑7000 SCHOOLS

(Emergency) 317‑7485

Shawnee Mission Med Center 676‑2000 Blue Valley 681‑1000

(Emergency) 676‑2222 Blue Valley North 345‑7300

Trinit‑ Lutheran 753‑4600 Johnson C.C.C. 469‑8500

Rehabilitation institute 765‑2250 Nativity Parish 338‑4330

Overland Trail Middle 681‑4400

Valley Park Elementary 345‑7475

JOHNSON COUNTY

UTILITIES

Appraiser's Office 829‑9500

Blue Vallev Recreation 681‑4047 KPL 1‑800‑794‑4780

Court House 782‑5000 Water District # 1 895‑1800

Drivers License 829‑2501 SW Bell

Election Office 782‑3441 New/Change 1‑800‑246‑4999

Health Department 764‑8484 Billing 1‑800‑246‑9494

Motor Vehicle 764‑8484 Repair I‑800‑734‑7590

Parks & Recreation 831‑3355 TCI 451‑6464

Public Works 782‑2640 Repair 451‑9393

Treasurer (Tax) 782‑5000 Deffenbaugh Disposal 631‑3300

NEWSPAPERS

Kansas City Star 234‑4545

Sun Publications 381‑1010

USA Today 241‑5759

Wall Street Journal 1‑800‑568‑7625

BYLAWS

NOTTINGHAM DOWNS HOMES ASSOCIATION, INC.

Adopted February 17, 1986

Revised November 29, 1994

ARTICLE I

OFFICES

1.1 Name. The name of the corporation is Nottingham Downs Homes Association, Inc. It is incorporated under the laws of the State of Kansas as a not-for-profit corporation. This corporation is the homes association referenced in the Homes Association Declaration (as defined below).

1.2 Location. The principal office of the corporation shall be located, in Overland Park, Kansas but meetings of members and directors may be held at such other places and time as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

2.1 Association shall mean the Nottingham Downs Homes Association, Inc., its successors and assigns.

2.2 District shall mean all of the property which is now or hereafter within the jurisdiction of the Association as provided in the Declaration.

2.3 Common Areas shall have the meaning set forth in the Declaration.

2.4 Street shall mean any public or private street, road, terrace, circle or boulevard shown on any recorded plat of all or part of the District.

2.5 Lot shall have the meaning set forth in the Declaration.

2.6 Owner shall have the meaning set forth in the Declaration.

2.7 Developer shall mean and refer to Hanover Development Company II, a Kansas general partnership, and its successors and assigns.

2.8 Declaration shall mean, collectively, (i) the Nottingham Downs Homes Association Declaration, dated as of July 16, 1985, and recorded as instrument number 1544448 in Volume 2190 at Page 549 in the Office of the Register of Deeds of Johnson County, Kansas, as such may be amended and supplemented from time to time, and (ii) any such additional declarations recorded with the Office of the Register of Deeds of Johnson County, Kansas which relate to the subdivision commonly known as "Nottingham Downs."

ARTICLE III

MEMBERSHIP

3.1 Membership Generally. Membership in the Association shall be limited to persons or entities who are the Owners of the fee interest in any Lot which is now or hereafter within the jurisdiction of the Association. Persons or entities who hold an interest merely as security for the performance of an obligation shall not be members. Membership shall be appurtenant to and may not be separated from ownership of a Lot.

3.1.1 Membership for Guardians of Minors. In case the legal title to a Lot in the District is held by one or more minors, their legal guardian or guardians shall be eligible for membership or, if there be more than one such guardian, they shall jointly have the right to cast only one vote for any candidate at any election or on any question or such guardians may designate in writing one of them as a member in their stead and such person shall thereupon become eligible for membership, subject to the approval of the Board of Directors.

3.2 Suspension of Membership. During any period in which a member shall be in default in the payment of any assessment levied by the Association as provided in the Declaration, the voting rights and rights of a member to receive services provided by the Association may be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended by the Board of Directors, after notice and hearing, for a period not to exceed 90 days, for violation of any of the rules and regulations established by the Board of Directors governing the use of the Common Areas in or available to the District.

ARTICLE IV

VOTING RIGHTS

The Association shall have one class of members, which shall consist of all persons and entities who are members as provided in Article III. Each member shall be entitled to one vote for each Lot for which he or she is the Owner and upon which he or she shall not be delinquent in the payment of any assessment. When more than one person is an Owner of any Lot, all such persons shall be members with one total vote for such Lot, which one vote shall be exercised as they, among themselves, shall determine, but in no event shall more than one vote be cast with respect to any Lot. Where a Lot is owned by a corporation, partnership or other entity, such entity shall designate a person who is entitled to vote respecting such Lot and to serve, if elected or appointed, as a director of the Association.

ARTICLE V

USE OF COMMON AREAS

5.1 Undedicated Common Areas. The Owners of Lots within the District shall have the non-exclusive right to the use of all Common Areas to the extent not located on any Lot.

5.2 Rules and Regulations. The Association shall have the right and the power to make reasonable rules and regulations which shall govern the use of the Common Areas.

ARTICLE VI

BOARD OF DIRECTORS

6.1 Number. The affairs of the Association shall be managed by a Board of Directors composed of eleven directors. Each director named in the Articles of Incorporation shall hold office until his or her earlier resignation or removal. Each individual elected as a director shall serve for a term of three years and until his or her successor is duly elected and has commenced his or her term of office or until his or her earlier resignation or removal.

6.2 Qualification. All directors, shall be and remain members in good standing of the Association.

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

6.4 Compensation. No director shall receive compensation for the service he or she may render to the Association as a director. However, any director may be reimbursed for his or her reasonable out-of-pocket expenses incurred in the performance of his or her duties.

6.5 Newly Created Directorships. Newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation or these Bylaws, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by State statute.

ARTICLE VII

MEETING OF DIRECTORS

7.1 Annual Meetings. Annual meetings of the Board of Directors shall be held within 30 days following the annual meeting of the members at such place as may be fixed by the Board.

7.2 Regular Meetings. Regular meetings of the Board of Directors may be held without notice and shall be held at such place and time as may be fixed from time to time by the Board.

7.3 Special Meetings. Special meetings of the Board of Directors shall be held at such place and time as may be specified by and when called by the president of the Association or by any two or more directors.

7.4 Notice of Special Meetings. Written or printed notice stating the place, day and hour of a special meeting and the purpose or purposes for which the meeting is called, shall be delivered to each director not less than five (5) days before the date of the special meeting, either personally or by mail, by or at the direction of the person(s) calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Association, with postage thereon prepaid.

7.5 Quorum. Unless otherwise required by law, a majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law or as provided in Article XVI hereof, every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors.

7.6 Adjournment. If a quorum shall not be present at any such meeting, the directors present shall have the power successively to adjourn the meeting, without notice other than announcement at the meeting, to a specified date. At any such adjourned meeting at which a quorum shall be present any business may be transacted which could have been transacted at the original session of the meeting.

7.7 Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in person at such meeting.

7.8 Action Taken Without a Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

ARTICLE VIII

NOMINATION AND ELECTION OF DIRECTORS

8.1 Nomination. Nomination for election to the Board of Directors may be made in writing delivered to the Secretary of the Association in advance of the annual meeting or from the floor at the annual meeting of the members.

8.2 Election. Election to the Board of Directors shall be by written ballot. At any 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 Article IV hereof. The persons receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted.

8.3 Commencement of Term of Office. A director shall be deemed elected at the time of his or her election, but he or she shall not be deemed to have commenced his or her term of office or to have any of the powers or responsibilities of a director until the time he or she accepts the office of director either by a written acceptance or by participating in the affairs of the Association at a meeting of the Board of Directors or otherwise.

ARTICLE IX

POWERS OF THE BOARD OF DIRECTORS

The Board of Directors shall have the power to:

9.1 Scope. Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration.

9.2 Rules and Regulations. Adopt and publish rules and regulations governing the use of the Common Areas and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; provided, however, that the Board of Directors may not, in any event, revoke, limit, restrict, or suspend in any way, the right of any Owner to use and enjoy any street for ingress and egress.

9.3 Employment. Employ (and contract with for such periods of time and on such terms as may be deemed appropriate) agents, independent contractors, managers and employees, and to prescribe their duties and responsibilities.

9.4 Records and Reports. Cause to be kept a complete record of all its acts and of the corporate affairs of the Association and to present reports thereof to the members.

9.5 Supervision. Supervise all officers, agents and employees of the Association, and see that their duties are properly performed.

9.6 Assessments. As more fully provided in the Declaration, provide for the levying of the regular assessments against each Lot and any special assessment against any Lot and to take all actions necessary or appropriate to collect the same.

9.7 Certificates. Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not an assessment has been paid. A reasonable charge may be made by the Association for the issuance of these certificates.

9.8 Insurance. Procure and maintain public liability insurance, fire and extended coverage hazard insurance and other insurance on property owned by the Association and maintain officer's and director's liability insurance, all in such sums as may be deemed appropriate.

9.9 Bonding. Cause officers or employees having fiscal responsibility to be bonded, as it may deem appropriate.

9.10 Maintenance. Cause the Common Areas to be maintained and to enter into agreements with the Developer regarding the sharing of expenses related thereto.

9.11 Committees. Appoint one or more committees. Any such committee shall be composed of at least one (1) director and any other individuals as the Board of Directors shall designate. Not all members of a committee need be directors unless otherwise provided in the Declaration, Articles of Incorporation or by law. A quorum of any committee so designated by the Board of Directors shall be any number of the members designated by the committee, but that quorum shall not consist of less than one-half (1/2) of the total number of members appointed to such committee. The Board may designate one (1) or more individuals as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

9.12 Indebtedness of Association. Unless otherwise prohibited by the Declaration, borrow money and incur indebtedness for purposes of the Association and cause to be executed and delivered therefor, in the Association's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefor; provided, however, that the repayment of any such indebtedness shall not be or become the personal obligation of any Owner.

9.13 Performance. Perform all acts and do all things required or permitted to be done by the Association by the Declaration or otherwise; and perform all acts and do all things permitted or required of a Board of Directors of a not-for-profit corporation under the laws of the State of Kansas.

ARTICLE X

MEETINGS OF MEMBERS

10.1 Annual Meetings. The annual meeting of the members of the Association shall be held during the first week of November of each year, at such place and time as may be fixed by the Board of Directors. At the annual meeting, directors shall be elected, reports of the affairs of the Association shall be considered, and any other business within the powers of the membership may be transacted.

10.2 Special Meetings. Special meetings of the members may be called at any time by the president or by a majority of the Board of Directors, or upon written request of members holding at least fifteen percent (15%) of the votes of the members.

10.3 Place and Notice of Meetings. All meetings of the members shall be held in Johnson County, Kansas at such place as may be designated in the notice of the meeting. Written notice of each meeting of the members shall be given by, or at the direction of, the person(s) designated by the Board authorized to call the meeting, by mailing a copy of such notice, postage prepaid, not less than ten (10) days nor more than forty (40) days prior to such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose(s) of the meeting. In the event of an emergency, the minimum number of notififation days can be reduced to five (5). Such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon so addressed to the member.

10.4 Quorum. The presence at a meeting, in person or by proxy, of members entitled to cast at least twenty (20) percent of the total votes of the membership shall constitute a quorum for any action. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be obtained. Except as otherwise provided in these Bylaws, the Declaration or the Articles of Incorporation or by law, a majority vote of those present at a meeting at which a quorum is present shall be necessary to transact any business entitled to be transacted by the members.

10.5 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 of the Association before the start of the meeting. Every proxy shall be revocable and shall automatically cease to be effective, if not sooner terminated by its terms or revoked, upon the expiration of one year from the date of its issuance or upon conveyance by the member of his or her Lot, whichever event shall occur first.

ARTICLE XI

OFFICERS AND THEIR DUTIES

11.1 Enumeration of Offices. The officers of the Association shall be a president, a vice-president, a secretary and a treasurer, who shall at all times be members of the Board of Directors, and such other officers as the Board of Directors may from time to time elect.

11.2 Election of Officers. Initially, the officers shall be elected by the Board of Directors named in the Articles of Incorporation at the first meeting of that body, to serve at the pleasure of the Board until the first annual meeting of the Board and until their successors are duly elected and qualified or until their earlier resignation or removal.

At the first and each subsequent annual meeting of the Board of Directors, the newly elected Board shall elect officers to serve at the pleasure of the Board until the next annual meeting of the Board and until their successors are duly elected and qualified or until their earlier resignation or removal.

An officer shall be deemed qualified when he or she enters upon the duties of the office to which he or she has been elected or appointed and furnishes any bond required by the Board of Directors or these Bylaws; but the Board of Directors may also require of such person his or her written acceptance and promise faithfully to discharge the duties of such office.

11.3 Special Appointments. The Board of Directors may appoint 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 consistent with these Bylaws as the Board may, from time to time, determine.

11.4 Resignation and Removal. Any officer may be removed from office by the Board of Directors whenever, in the Board's judgment, the best interests of the Association will be served thereby. Any officer may resign at any time by giving written notice to the Board through the president or the secretary. Such resignation shall take effect on the date of receipt of such notice by the Board or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

11.5 Vacancies. A vacancy in any office may be filled by the Board of Directors at any time. The officer elected to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

11.6 Multiple Offices. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

11.7 Duties. The duties of the officers are as follows:

President. The president shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the affairs and officers of the Association. He or she shall preside at all meetings of the membership and at all meetings of the Board of Directors. He or she shall be ex officio a member of all standing committees and shall have the general powers and duties of management usually vested in the office of president and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Vice President. The vice president shall act in the place and stead of the president in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties and have such other powers as may be prescribed by the Board of Directors.

Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members, shall keep the corporate seal, of the Association and affix it on all papers required to have the seal affixed thereto, shall serve notice of meetings of the board and of the members, shall keep appropriate current records showing the members of the Association, together with their addresses, and shall perform such other duties, and have such other powers as may be prescribed by the Board.

Treasurer. The treasurer shall have responsibility for the safekeeping of the funds of the Association, shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Association and such other books of account and accounting records as may be appropriate, and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors. The books of account and accounting records shall at all reasonable times be open to inspection by any director.

11.8 Compensation. Officers of the Association shall not receive any compensation or salary for their services, but may be reimbursed for their reasonable out-of-pocket expenses incurred in the performance of the duties of their offices.

ARTICLE XII

ASSESSMENTS

12.1 Purpose. The assessments levied by the Association shall be used to provide funds to enable the Association to exercise the powers, maintain the improvements and render the services provided for in these Bylaws, the Declaration and the Articles of Incorporation.

12.2 Provisions Governing Assessments. Assessments shall be levied in the manner provided in the Declaration and all matters concerning assessments shall be governed by the provisions of the Declaration.

ARTICLE XIII

BOOKS AND RECORDS

The books and records of the Association shall, at all times during reasonable hours and upon reasonable notice, be subject to inspection by any member for proper purposes. The Declaration, Articles of Incorporation and Bylaws of the Association shall also be available during reasonable hours for inspection by any member.

ARTICLE XIV

CORPORATE SEAL

The Association shall have a corporate seal in a circular form having inscribed thereon the name of the Association and the words "Corporate Seal--Kansas". The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise attached.

ARTICLE XV

GENERAL PROVISIONS

15.1 Depositories and Checks. The moneys of the Association shall be deposited in such banks or financial institutions and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the Board of Directors from time to time.

15.2 Certain Loans Prohibited. The Association shall not make any loan to any officer or director of the Association.

15.3 Absence of Personal Liability. The directors, officers and members of the Association shall not be individually or personally liable for the debts, liabilities or obligations of the Association.

15.4 Indemnification The Association shall indemnify and advance expenses to each person who is or was an officer or director of the Association or a member of a committee to the full extent permitted by the laws of the State of Kansas from time to time.

ARTICLE XVI

AMENDMENT

These Bylaws may from time to time be altered, amended, or repealed, or new Bylaws may be adopted in any of the following ways: (i) by a two-thirds (2/3) vote of the members of the Association present at a meeting at which a quorum is present, or (ii) by a three-fourths (3/4) vote of the entire Board of Directors, and any change so made by the members may thereafter be further changed by three-fourths (3/4) vote of the entire Board of Directors; provided, however, that the power of the Board of Directors to alter, amend, or repeal Bylaws, or to adopt new Bylaws, may be denied as to any Bylaws or portion thereof by the members if at the time of enactment the members shall so expressly provide.

ARTICLE XVII

CONFLICT

In the case of any conflict between the Articles of Incorporation of the Association and these Bylaws, the Articles of Incorporation shall control. In the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE XVIII

FISCAL YEAR

The Board of Directors shall have power to fix and from time to time change the fiscal year of the Association. In the absence of action by the Board of Directors, the fiscal year of the Association shall end each year on the date which the Association treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

ARTICLE XIX

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the statutes of Kansas, or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the members, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

CERTIFICATE

The undersigned secretary of Nottingham Downs Homes Association, Inc., a Kansas not-for-profit corporation, hereby certifies that the foregoing bylaws are the revised bylaws of said corporation adopted by the current Board of Directors.

Dated: November 29, 1994

_________________________

Marcia L. Charney,

Secretary

NOTTINGHAM DOWNS

DECLARATION OF RESTRICTIONS

THIS DECLARATION, made as of the 16^th day of July, 1985, by HANOVER DEVELOPMENT COMPANYII, a Kansas general partnership:

WITNESSETH:

WHEREAS, Hanover Development Company II has executed and filed with the Register of Deeds of Johnson County, Kansas, a plat of the subdivision known as “ Nottingham Downs “ and

WHEREAS, such plat creates the subdivision of Nottingham Downs, composed of the following described lots and trac therein, to wit:

Lots 1 through 47, Block 1; lots 1 through 10,

Block 2; Lots 1 through 15 Block 3; and tract

A, of Nottingham Downs, a subdivision in the

City of Overland Park, Johnson County, Kansas,

according to the recorded plat thereof:

Whereas, Hanover Development Company II, as the present, owner and developer of the above-described lots and tract, desires to place certain restrictions on such lots to preserve and enhance the values, desirability and attractiveness of the development and improvements constructed thereon and to keep the use consistent with the intent of the developer, all of which restrictions shall be for the use and benefit of Hanover Development Company II and its future grantees, successors and assigns:

NOW, THEREFORE, in consideration of the premises, Hanover Development Company II, for itself and for its successors and assigns, and for its future grantees, hereby agrees and declares that all of the above-described lots shall be, and they hereby are, restricted as to their use and otherwise in the manner hereinafter set forth.

1. Definition of Terms Used. For purpose of this Declaration, the following definitions shall apply:

(a) The term “ Lot “ shall mean any lot as shown as a separate lot on any recorded plat of all or part of the District; provided, however, that if the Owner, other than the Developer, owns all or parts of one or more adjacent lots upon which only one resident has been, is being, or will be erected, then such adjacent property under common ownership shall be deemed to constitute only one "Lot".

(b) The term "District" shall mean all of the above‑described lots in Nottingham Downs, all Common Areas, and all additional property whicn‑hereafter may be made subject hereto in the manner provided herein.

(c) The term "Developer" small mean and reter to Hanover Development Company II, a Kansas general partnership, and its successors and assigns.

(d) The term 'Owner' shall mean the record owner in fee simple of any Lot, including the Developer.

(e) The term "Common Areas" shall mean (i) street right‑of‑ways, (ii) streets and street islands, (iii) gateways, entrances, monuments and other similar ornamental areas and related utilities and landscaping constructed or installed by the Developer at or near the entrance of any street, (iv) the Private Park, and (v) all other areas and places, together with all improvements thereon and thereto, the use, benefit or enjoyment thereof is intended for all‑of the owners within the District, whether or not any "Common Area" is located on any Lot.

(f) The term "street" shall mean any public or private street, road, terrace, circle or boulevard shown on any recorded plat of all or part of the District.

(g) The term "Homes Association" snail mean Nottingham Downs Homes Association, Inc., a Kansas not‑forprofit corporation to be formed by the Developer.

(h) The term "Private Park" shall mean that certain property, to be known as "Windemere Park," as more particularly described on Exhibit A attacned hereto, which shall be for the use, benefit and enjoyment of the owners and of the owners of property in certain other residential subdivisions that may be platted adjacent to or near the Private Park.

(i) The term "outbuilding" shall mean any man‑made structure protruding above ground that is not directly attacned to and a structural component of the residence to which it is appurtenant, including, without limitation, any gazebo, snack, detached garage, barn, shed, patio enclosure, dog house, play house or tent.

(j) The term "Certificate of Substantial Completion" shall mean a certificate executed, acknowledged and recorded by the Developer stating that all of the Lots in the District (as then composed or contemplated by the Developer) have been sold by the Developer and the residences to be constructed thereon are substantially completed.

(k) The term "Approving Party" shall mean (i) prior to the recording of the Certificate of Substantial Completion, the Developer and (ii) subsequent to the recording of the Certificate of Substantial Completion, the Homes Association.

2. Use of Land. None of the Lots may be improved, used or occupied for other than single‑family, private residential purposes, and no duplex, flat or apartment house, although intended for residential purposes, may be erected thereon. No residential building which has previously been at another location shall be moved onto any Lot. No trailer or outbuilding erected on any Lot shall at any time be used for human habitation, temporarily or permanently, nor shall any residence of a temporary character be erected on any of such Lots or used for human habitation; provided, however. that nothing herein shall prevent the Developer or others (including, without limitation, builders and real estate sales agencies) authorized by the Developer from erecting temporary buildings and using such temporary buildings or any residence for office, sales or storage purposes during the development of the District.

3. Building Material Requirements. Exterior walls of all build ings, structures and al appurtenances thereto shall be of stucco, stuccato board, brick, stone, wood shingles. wood siding, wood paneling, plate glass, masonite, glass blocks or any combination thereof. Windows shall be constructed of glass and wood; provided, however, that storm windows may be constructed of colored metal. Exterior doors and louvers shall be constructed of wood, colored metal and glass. Roofs with a pitch of three inches or more per foot shall be covered with wood skiing es, wood sha es, s ate or tiles. Flat roofs, or roofs with a pitch of less than three inches per foot, shall be covered with tin, built up asphalt, wood shingles, wood shakes, asbestos shingles, slate or tile. Any building products that may come into general usage for dwelling construction of comparable quality and style in the area after the date hereof shall be acceptable if approved in writing by the Developer. All wood exteriors, except roofs and shake side walls, shall be,. covered with a workmanlike finish of two coats of high qt~ality. paint or stain. No building shall be permitted tb stand with its exterior in an unfinished condition for longer than five months after commencement of construction. All exterior basement foundations and walls which are exposed in excess of 12 inches above final grade shall be painted the same color as the house or coverea with siding compatible with the structure.

4. Minimum Floor Area. No residence shall be constructed upon any of in the district unless it has a total tinished floor area of not less than 1800 square feet. All floor areas shall be determined exclusive of any porches, garages, attics and basement areas, whether finished or unfinished.

5. Approval of Plans and Post‑Construction Changes.

(a) No residence, building, outbuilding or other structure may be erected upon‑ or‑moved‑‑onto any Lot unless and until the building plans, specifications, exterior color scheme, materials, location, elevation, grade and landscaping thereof have been submitted to and approved in writing by the Approving Party. Nor shall any change or alteration in such building plans, specifications, exterior color scheme, materials, location, elevation, grade and landscaping thereof be made until such change or alteration has been submitted to and approved in writing by the Approving Party.

(b) Following the completion of construction of any residence, building or other structure, no exterior colors or landscaping tnereof or with respect thereto shall be changed unless and until the changes have been submitted to and approved in writing by the Approving Party.

(c) The Approving Party shall not be liable to any person for any discretionary approval, disapproval or failure to approve any matter submitted for its approval as required by the provisions of this Declaration.

6. Commencement and Completion of Construction. Unless the following time periods are expressly extended by the Developer, construction of the residential building on a Lot shall be commenced within 90 days following the date of delivery of a warranty deed from the Developer to.the purchaser of such lot and shall be completed within six months after such commencement. In the event such construction is not commenced within such 90 day period (or extension thereot), the Developer shall nave, prior to commencement of construction, the right to repurchase such Lot from such purchaser at its original sale price. No Owner of a Lot in violation of this construction commencement provision shall be entitled to reimbursement for taxes, interest or other expenses paid or incurred by or for such owner.

7. Construction of Hedges, Fences and Boundar Walls. No meta , chain ink or similar fences shall tie permitted and all fences shall be consistent with the fence design(s) and materials to be selected by the Developer. No fence or boundary wall shall be erected upon or moved onto any Lot unless and until the location, design, configuration and materials have been submitted to and approved in writing by the Approving Party. For purposes nereof, fences shall include, without limitation, all privacy screens and enclosures.

8. Set‑Back and Side Yard Requirements. No residence or otner structure shall be located c oser than 30 feet to the curbline of any street or six feet to any side property line.

'. Buildings or Uses Other Than for Residential Purposes; Noxious Activities; Miscellaneous.

(a) Except as otherwise provided in Section 2 above, no building or structure of any sort shall be placed, erected or used for business, professional, trade or commercial purposes on any Lot; provided, nowever, that this restriction shall not prevent an Owner from maintaining an office area in his residence.

(b) No noxious or offensive activity shall be carried on with respect to any Lot, nor shall any trash, ashes or other refuse be thrown, placed or dumped upon any Lot, nor shall anything be done which may be or become an annoyance or a nuisance to the neighborhood. Each owner shall properly maintain his Lot and the improvements thereon in a neat, clean and oraerly fashion.

(c) No vehicle, truck, trailer, bus, camper, boat, airplane or other apparatus shall be left, maintained, repaired, serviced or stored on any Lot, except in an enclosed garage; provided, however that motor vehicles may be parked in driveways and on streets for nqt more than a 24‑hour period. Motorized vehicles shall not be~operated on any Lot, other than in the street.

(d) No television, radio, citizens' band, snort wave or other antenna, clothes lines or clothes line poles, awnings, canopy, satellite disc, solar panels, or other unsigntly projections shall be attacned to any residence or constructed or erected upon any Lot. No basketball goal shall be constructed or erected upon any Lot unless and until approved in writing by the Approving Party. No lights or other illumination shall be higher than the residence. No above‑ground swimming pool, hot tub, or tank for the storage of fuel shall be maintained above the surface of the ground; provided, however, that above‑ground hot tubs may be maintained if adequately screened and if approved in writing by the Approving Party.

(e) All garage doors shall remain closed at all times except when necessary for entry or exit.

(f) No garage sales, sample sales or similar activities shall be held within the District without the written consent of the Approving Party.

(g) No mailbox or standard therefor shall be erected or installed without the prior approval of style, material, construction, and location being granted by the Developer.

(h) In the event of vandalism, fire, windstorm or other damage, no buildings shall be permitted to remain in damaged condition for longer than three months.

10. Animals. No animals, livestock or poultry of any kind shall.be raised, bred or kept on any Lot; provided, however, that dogs, cats and other common household pets may be kept so long as they are not kept, bred or maintained for commercial purposes and do not constitute a nuisance to the neighbors or neighborhood. In no event, however, snall more than three dogs or cats, or combination thereof, be raised, bred or kept on any Lot.

11. Landscaping and Lawns. At the time of construction of each residentia bus ding, the owner snail landscape the lot to the same standards as that generally prevailing throughout the District and in accordance with the plans approved by the Developer. Prior to occupancy, all lawns, including all areas between each residential building and any adjacent street, regardless of the existence and location of any fence, monument, boundary wall, berm, sidewalk or rightof‑way line, snall be fully sodded or shall be planted with zoysia strips no more than 12 inches apart, or six inches apart if zoysia plugs, except in such areas designated by the Developer to be left as natural area. The owner of each Lot at all times shall keep his lawn, including areas between his residence and any adjacent street, sully sodded, or planted with zoysia strips or plugs, and keep such lawn unizormly mowed and clipped with a length of grass not to exceed four inches.

12. Easements for Public Utilities; Drainage; Maintenance. The Developer shall have, and does hereby reserve, the right to locate, erect, construct, maintain and use, or authorize the location, erection, construction, maintenance and use of drains, pipelines, sanitary and storm sewers, gas and water mains and lines, electric and telephone lines and other utilities, and to give or grant rights‑oi‑way or easements therefor, over, under, upon and through all easements and rights‑of‑way shown on the recorded plat of the District or any Common Area. All utility easements and rights‑of‑way shall inure to the benefit of all utility companies, including, without limitation, the Johnson County Unified Wastewater District, for purposes of installing, maintaining or moving any utility lines or services and shall inure to the benefit of all Owners in the District and the Homes Association as a cross easement for utility line or service maintenance.

No water from any roof, downspout, basement or garage drain or surface drainage shall be placed in or connected to any sanitary sewer line; nor shall any other connection of any kind be made to a sewer line without the prior written approval of the Developer.

13. Common Areas.

(a) The Developer and its successors, assigns, and grantees, as Owners of Lots in the District, shall have the right and easement of enjoyment in and to all of the Common Areas, but only for the intended use, and such easement shall be appurtenant to, and shall automatically pass with, the title to each Lot.

(b) Developer covenants and agrees to convey title to or its interest in the Common Areas (except any part thereof that is within any Lot and except the Private Park, as provided below) to the Homes Association, without any cost to the Homes Association, not later than one month after the Developer has recorded the Certificate of Substantial Completion. Prior to such date, Developer shall cause the Homes Association to enter into an agreement with the Developer establishing a cost sharing arrangement for the maintenance of such Common Areas.

(c) Developer shall retain title to the Private Park until Certificates of Substantial Completion have been tiled for all subdivisions for which the Private Park is or is to be a common area. Prior to such date, Developer shall cause the various affected homes‑associations to enter into an' agreement among themselves and Developer establishing a cost sharing arrangement for the proper maintenance of the Private

Park, including, Without limitation, maintaining landscaping and any improvements erected in the Private Park and correcting the effects of material detrimental erosion or other damage caused by the flow of water through the Private Park. Within one month after the filing of Certificates of Substantial Completion for all affected subdivisions, Developer shall transfer title to the Private Park to the various homes associations as tenants in common, and at such time Developer's obligation pursuant to the maintenance agreement will terminate.

(d) The right and easement of enjoyment of the Owners in the District as to any Common Area shall be subject to the right of the Developer to convey sewage, Water, drainage, maintenance and utility easements over, under, upon and through such Common Area, as provided‑in‑Section 12 above.

(e) No owner shall improve, destroy or otherwise alter any Common Area without the express written consent of the Approving Party.

(f) The Developer and the Homes Association shall have the right to make additional rules, regulations and restrictions pertaining to the use of any Common Area.

14. Covenants Running with Land; Enforcement. The agreements, restrictions and reservations herein set forth are, and shall be, covenants running with the land into whosesoever hands any of the property in the District shall come. The Developer and its successors, assigns, and grantees, and all parties claiming by, through or under them, shall conform to and to observe such agreements, restrictions and reservations. No agreement, restriction or reservation herein set forth shall be personally binding upon any Owner except with respect to breaches thereof committed during its or his seizin of title to such Lots;‑provided, however, that the immediate grantee from the builder of the residence on a Lot shall be personally responsible for breaches committed during such builder's seizin of title to such Lot.

The Developers its successors and assigns, and all other owners of any of the Lots and the Homes Association, shall have the right (but not the obligation) to sue for and obtain an injunction, prohibitive or mandatory, to prevent the breach of or to enforce the observance of the agreements, restrictions and reservations herein set forth, in addition to any action at law for damages. The failure to enforce any of the agreements, restrictions or reservations herein set forth at the time of its violation shall in no event be deemed to be a waiver of the right to do so thereafter. The City of Overland Park, Kansas, is hereby deemed to be a third party beneficiary with respect to the provisions hereof relating to the Private Park and as such shall have the right to sue for and obtain an injunction, prohibitive or mandatory, to prevent the breach of or enforce the observation of the agreements, restrictions, obligations and other provisions relating to the Private Park.

15. Assignment of Developer's Rights. The Developer shall have the right and authority, by appropriate agreement made expressly for that purpose, to assign, convey, transfer and set over to any person or entity, all or any part of the rights, benefits, powers, reservations, privileges, duties and responsibilities herein reserved by or granted to the Developer, and upon such assignment the assignee shall then for all purposes be the Developer hereunder with respect to the assigned rights, benefits, powers, reservations, privileges, duties and responsibilities. Such assignee and its successors and assigns shall have the right and authority to further assign, convey, transfer and set over the rights, benefits, powers, reservations, privileges, duties, and responsibilities hereunder.

16. Release or Modification of Restrictions. The provisions of this Declaration shall remain in full force and effect until December 31, 2014 and shall automatically be continued thereafter for successive periods of Live years each; provided, however, that the then owners of a majority of the Lots may, subject to the last sentence of this Section 16, release the District, or any part thereof, from all or part of such provisions as of December 31, 2014, or at the expiration of any extension period, by executing (in one or more counterparts), acknowledging and recording an appropriate agreement in writing for such purpose, at least one year prior to the original expiration date or to a subsequent expiration date, whichever is applicable,. The provisions of this Declaration may be amended, modified or terminated, in whole or in part, at any time by a duly acknowledged and recorded written agreement (in one or more counterparts) signed by both (a) the owners (excluding therein the Developer it it is then an owner) of a majority of the Lots (excluding those owned by the Developer) and (b) the Developer, or its successors and assigns. Notwithstanding the foregoing, the prior written consent of the City of Overland Park, Kansas shall be required for the termination of the Declaration in its entirety or to any amendment, modification or termination of any provision regarding the Private Park.

17. Extension of District. The Developer shall have, and expressly reserves, the right, from time to time, to l

add to the existing District and to the operation of the provisions of this Declaration such other adjacent (without reference to streets and right‑of‑ways) lands as it may now own or hereafter acquire by executing, acknowledging and recording an appropriate written declaration or agreement subjecting such land to all of the provisions hereof as though such land had been originally described herein and subjected to the provisions hereof; provided, however, that such declaration or agreement may contain such deletions, additions and modifications of the provisions of this Declaration applicable solely to such additional property as may be necessary or desirable as solely determined by the Developer in good faith.

18. Release of City of Overland Park. The City of Overland Park, Kansas is hereby‑released from any and all past, present or future liability for any damages that may be caused at any time to any real property or personal property, including, without limitation, any Lot, residence or other improvement, or the Private Park or any other Common Area, resulting from or related to, directly or indirectly, the grant by the City to the Developers of a variance from Chapter 15.08 of the Overland Park Municipal Code~relating to the creek in the Private Park or otherwise acting or failing to act with respect to the Private Park or the City's permitting public storm water to enter the Private Park. The City is further released from any and all pasty present or future obligations to expend any public funds or to take any other action to maintain or improve the Private Park.

19. Severability. Invalidation of any of the provisions set forth herein, or any part thereof, by an order, judgment or decree of any court, or otherwise, shall not invalidate or affect any of the other provisions, or any part thereof, but they shall rematm in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Declaration to be duly executed the day and year first written above.

HANOVER DEVELOPMENT COMPANY II, a Kansas general partnership

By: TOM VAN CONSTRUCTION, INC., a partner

AMENDMENT TO DECLARATION OF RESTRICTIONS

This Amendment to Declaration of Restrictions is made on this 17th day of February, 1998 by a majority of the Lot owners of property in the Nottingham Downs subdivision, a subdivision in the City of Overland Park, Johnson County, Kansas encompassing the real property described below. Whereas, by the terms of that certain Declaration of Restrictions recorded in the office of the Register of Deeds of Johnson County, Kansas on July 19, 1985, in Volume 2190, at Page 549 (the "Original Declaration"), as amended, provision was made for the operation and establishment of use restrictions affecting the following described real property:

Lots 1 through 47 of Block 1, and Lots 1 through 10 of Block 2, Lots 1 through 15, Block 3,

‑of NOTTINGHAM DOWNS, a subdivision in Overland Park, Johnson County, Kansas, according to the recorded plat thereof;

Lots 48 through 58 of Block 1 and Lots 16 through 62 of Block 3, all in NOTTINGHAM DOWNS, SECOND PLAT, a subdivision in Overland Park, Johnson County, Kansas, according to the recorded plat thereof;

Lots 1 through 7 of Block 4 and Lot 7 of Block 5, all in NOTTINGHAM DOWNS, THIRD PLAT, a subdivision in Overland Park, Johnson County, Kansas, according to the recorded plat thereof;

Lots 8 through 38 of Block 4; Lots 8 through 54 of Block 5 and Lots 1 through 12 of Block 6, all in NOTTINGHAM DOWNS, FOURTH PLAT, a subdivision in Overland Park, Johnson County, Kansas, according to the recorded plat thereof; Whereas, a majority of the lots owners desire to amend the Declaration of Restrictions in the manner set forth in Article 16, page 9 of the Original Declaration; Therefore, in consideration of the premises and to the power reserved in the Original Declarations to amend the Restrictions, the lot owners whose names appear on the attached Exhibit "A" have approved

the following amendment to the Declaration of Restrictions:

Amendment I

Article 3 is deleted in its entirety and a new Article 3 substituted in its place to read as follows:

Exterior walls of all buildings, structures and all appurtenances thereto shall be of stucco, stuccato board, brick, stone, wood shingles, wood siding, wood paneling, plate glass, masonite, glass blocks or any combination thereof. Windows shall be constructed of glass and wood; provided however, that storm windows may be constructed of colored metal. Exterior doors and louvers shall be constructed of wood, colored metal and glass. Roofs with a pitch of three inches or more per foot shall be covered with wood shingles, wood shakes, slate, tiles or materials specifically designed to simulate the color, texture and overall appearance of weathered wood shingles as may be approved by the Board of Directors of Nottingham Downs Homes Association. Flat roofs, or roofs with a pitch of less than three inches per foot, shall be covered with tin, built up asphalt, wood shingles, wood shakes, asbestos shingles, slate, tile or other materials as may be approved by the Board of Directors of the Nottingham Downs Homes Association. Any building products that may come into general usage for dwelling construction of comparable quality and style in the area after the date hereof shall be acceptable if approved in writing by the Board of Directors of Nottingham Downs. All wood exteriors, except roofs and shake side walls, shall be covered with a workmanlike finish of two coats of high quality paint or stain. No building shall be permitted to stand with its exterior in an unfinished condition for longer than five months after commencement of construction. All exterior basement foundations and walls which are exposed in excess of 12 inches above final grade shall be painted the same color as the house or covered with siding compatible with the structure.

Amendment II

Article 9(d) is deleted in its entirety and a new Article 9(d) substituted in its place to read as follows:

No television, radio, citizens' band, short wave satellite dish, or other antenna greater than one meter in diameter, and no clothes line or clothes line poles, awnings, canopy, solar panels, or other unsightly projections shall be attached to any residence or constructed or erected upon any Lot. No lights or other illumination shall be higher than the residence. No above‑ground swimming pool, hot tub, or tank for the storage of fuel shall be maintained above the surface of the ground; provided, however, that above‑ground hot tubs tray be maintained if adequately screened and if approved in writing by the Board of Directors of Nottingham Downs.

If for any reason any or all the above stated amendments fail to take effect, the amendment(s)

shall become effective immediately upon the lapse or removal of the impediment to its effectiveness.

The foregoing Amendment was approved by one hundred fourteen (114) Lot owners, whose signatures appear on the attached Exhibit "A". The lot owners shown on Exhibit "A" comprise a majority of all the lots contained within the Nottingham Downs Homes Association.

Fred Rollins, Jr.

President, Nottingham Downs

Homes Association

auCl Te~rran a ecretary, h44ottingham Downs Homes Association

ACKNOWLEDGMENT

On this // ' day of , 1998, before me, a Notary Public in and for the said county and state, personall appeared Fred Rollins, Jr. and Paul Terranova to me known to be the President and Secretary of the Nottingham Downs Homes Association, a homes association organized and existing under the laws of Kansas and who executed as such officers the foregoing instrument on behalf of said association, and such persons duly acknowledged the execution of the same to be the act and deed of said association.

Nottingham Downs Homes Association

P.0. Box 26043

0verland Park, Ks 66225‑6043

Request for Property Change and Record of Decision

The top portion of this form should be completed and mailed to the above address

or delivered directly to any member of the current Board of Directors.

I______________________________________ residing at_____________________________________

do hereby request approval of the following_________________________________________________________

Please attach sketches, plans or other appropriate information to clearly define the request.

Signed ______________________________________Home owner Date ______________________________

For Completion by Homes Association Board of Directors

___________________Approved as Requested

___________________Disapproved as Requested

Comments _______________________________________________________________________________________________________

Signed ________________________________________ Date _______________________________

For Nottingham Downs Homes Association