Millbrook Addition Home Owners Association

Millbrook Addition Home Owners Association

MHA represents homes on the Millbrook Canals

Membership in Millbrook Addition Home Owners Association is limited to homes actually on the Millbrook Canals. As a courtesy, our directory also list neighbors who are not MHA members, so long as they adjoin members or live across the street from members.

MHA operates nine aerator/fountains daily to improve water quality. All nine are also equipped with light kits, providing beautiful night illumination of the fountain sprays.

At the "natural end" near Lakebrook Drive, where water doesn't move much, an air pump and additional "bubbler" aerators are also installed.

Our annual early-December "Progressive Dinner" provides a friendly way to meet and greet our neighbors, both old and new.

Annual Membership Meeting

Per our by-laws, MHA holds an annual membership meeting in early January of each year. All voting members of MHA are strongly encouraged to attend.

MHA Officers are selected each January by Board of Directors

The general MHA membership elects the Board of Directors. Each January, following the annual membership meeting, the six member Board meets and elects a President, Vice-President, Treasurer, and Secretary from within the Board members.

About our association

Millbrook Addition Home Owners Association (MHA) By-Laws

MILLBROOK ADDITION HOME OWNERS ASSOCIATION
( A Non-profit Corporation )

BY-LAWS
(As amended in1989, 1999, 2003, and 2008 by over a two-thirds vote of the membership)

ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the corporation shall be located in the City of Arlington, County of Tarrant, State of Texas. The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may from time to time require.

Section 2. Registered Office and Agent. The corporation shall have a registered agent in the State of Texas and a registered office, all as required by the Texas Non-Profit Corporation Act. The initial registered agent and registered office shall be as set forth in the Articles of Incorporation, but may be changed from time to time by the Board of Directors.

ARTICLE II
MEMBERS
Section 1. Requirements for Membership. Every person or entity who is or may hereafter become the record owner of a fee interest in any lot located in the Millbrook Addition which is partially covered by the lake system and is subject by covenants of record to assessments by this corporation shall automatically be and become a member of the corporation; PROVIDED, however, any such person or entity who holds such interest merely a security for the performance of an obligation shall not be a member; and PROVIDED, further, that any member who sells or otherwise disposes of (by operation of law or otherwise) such interest required for membership as aforesaid shall thereupon automatically cease to be a member of the corporation.

As used herein, the term "Millbrook Addition" shall mean and refer to the property described in Exhibit "A" attached to these By-Laws (except only any of such property as may be devoted to school, retail or any other use other than residential development); the term "lake system", as used herein, shall mean and refer to any residential lot in the Millbrook Addition shown on any map now or hereafter filed of record by Rodman-Farrell, Inc. in the office of the County Clerk of Tarrant County, Texas, which is partially covered by the lake system.

The owners of any lot in the Millbrook Addition not partially covered by the lake system shall not be members of the corporation or otherwise have any interest in its business or affairs.

Section 2. Votes of Members. A member shall be all those owners defined in Section I of Article II of these By-Laws. A member shall be entitled to one vote for each lot in which they hold the interest required for membership by said Section 1. When more than one person holds such interest in any lot, all such persons shall be members, and the vote for such lot shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any such lot. Members that are in arrears in payments to the Association shall not be entitled to a vote. The number of unentitled voters will be subtracted from the total votes available for purposes of quorum and two-thirds majority.

ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held in January of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not take place at the annual meeting or at any adjournment thereof, the election shall take place at a special meeting of the members called by the Board of Directors as soon thereafter as is convenient.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors or at least one-tenth of the members of the corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called, the place of meeting shall be the registered office of the corporation in the State of Texas.

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the day of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. A quorum shall consist of 50% of the members holding voting rights. If a quorum is not present at any meeting of the members, then said meeting shall be adjourned until such further time as may be designated by a majority of the members present at said meeting, and it shall not be necessary to give further written notice of the new time and place of the meeting.

Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after four (4) months from the date of its execution.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors must be residents of the Millbrook Subdivision and members of the corporation.

Section 2. Number Tenure and Qualification.

- Number. The number of directors shall be six (6). Each member of the Board will act as an area representative for the area in which he resides. There will be only one (1) member for each of the designated areas.

- Tenure. Each member elected shall serve for a term of two (2) years. Three (3) of the six (6) will be elected each year so that terms will be staggered to provide continuity to the Board of Directors.

- Qualification. Each member of the Board shall be a home owner located in the Millbrook Addition and a member of the Millbrook Addition Home Owners Association.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after and in the same place as the annual meeting of the members of the corporation. It shall not be necessary for notice of the time or place of the regular meetings to be given to the Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President or any Director and may be held at such time or place, either within or without the State of Texas, as may be fixed by the person calling the meetings.

Section 5. Notice. Written notice of any special meeting of the Board of Directors shall be given at least six (6) days prior thereto and shall be delivered personally or sent by mail or telegram, to each Director at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is given to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is constituted shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the remaining members of the Board of Directors, even though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 9. Compensation. Directors shall receive no compensation for their services. Nothing herein contained shall be construed to preclude any Director from serving the corporation in another capacity and receiving compensation therefor.

Section 10. Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the Directors

ARTICLE V
OFFICERS

Section 1. Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the President or the Board of Directors. Any two or more of the offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be conveniently done. New offices may be created and filled by the Board of Directors at any meeting thereof. Each officer shall hold office until his successor shall have been duly elected and qualified.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office occurring because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term of the officer.

Section 5. President. The President shall be the principal executive officer of the corporation and shall supervise and direct the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation; and in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, he shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members of the Board of Directors in one or more books provided for that purpose; if requested, see that all notices are given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provision of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident of the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Furthermore, the Secretary shall be responsible for the issuance of a newsletter. The newsletter shall be delivered to all members and shall be published as often as necessary but, at a minimum of once every three months. The contents of the newsletter shall be left to the discretion of the Board of Directors. Furthermore, the Secretary shall be responsible for the issuance of a Millbrook neighborhood phone directory. The phone directory shall be delivered to all members and shall be published once a year.

Section 9. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE VI
COMMITTEES

Section 1. Architectural Control Committee. The Board of Directors, by resolution adopted by a majority of the Directors in office, shall designate and appoint an Architectural Control Committee, which shall consist of the members of the Board of Directors or three or more other persons designated by the Board.

No erection of buildings or exterior additions or alterations to any building situated upon any lot nor erection of or changes or additions in fences, hedges, walls and other structures shall be commenced, erected or maintained until the plans and specifications showing the nature, kind, shape, height, materials, and location of the same shall have been submitted to and approved in writing as to harmony of external design, appearance, and location in relation to surrounding structures and topography, and as to conformance with the protective covenants affecting such lot, by said architectural committee. In the event said committee fails to approve or disapprove such design and location within thirty (30) days after the said plans and specifications have been submitted to it, approval of the architectural committee will be deemed to have been given and this Section will be deemed to have been fully complied with. The members of such committee shall not be entitled to compensation for services performed pursuant to this Section 1.

Section 2. Other Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more other committees to perform, such duties as may be specified in such resolution; PROVIDED, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the By-Laws; electing, appointing or removing any member of such committee or any Director or officer of the corporation; amending the Articles of Incorporation; adopting a plan or merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all, or substantially all of the property and assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law.

Section 2A. A Beautification Committee shall be formed. The committee shall consist of one Board of Directors member and a minimum of two other members. All committee members shall be members of the Millbrook Addition Home Owners Association. The purpose of this committee is to promote the beauty of the Millbrook Addition (as previously defined). The committee will have oversight responsibilities of the "Beautification Fund" and will raise funds on an as needed basis. In no instance will Millbrook Addition Home Owners Association funds be used by the Beautification Committee.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

Section 3, Deposits. All funds of the corporation shall be deposited from time to time in such banks or other depositories as the Board of Directors may select.

ARTICLE VIII
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its members and its Board of Directors, and also a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE IX
FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE X
ASSESSMENTS

Section 1. Basis and Amount of Annual Assessment. Each member shall pay an annual assessment of $290.00* per lot. The Board of Directors of the Association may fix the actual assessment for any year at a lesser amount on consideration of the current maintenance costs and future needs of the Association. Beginning with the assessment due February 1, 1990, the amount of the annual assessment shall be adjusted each year to reflect changes in the Department of Commerce's Consumer Price Index (CPI); PROVIDED, however, that no adjustment shall be made until the change in the CPI would result in a change in the assessment amount of $5.00 or more, using the CPI in 1989 as the base year for comparison. All adjustments to the annual assessment resulting from changes to the CPI shall be rounded to the nearest $5.00 increment. *Assessment increase to $290.00 voted on and approved by more than 2/3 majority at the January 27, 2003 annual meeting.

Section 2. Maintenance Reserve Account. Sixty (60) percent of each annual assessment, or portion thereof, collected shall be placed in a separate Maintenance Reserve account. Additionally, the Board may, at its discretion, transfer other funds to the Maintenance Reserve account if the Board determines that such funds are excess to the funds needed for the normal and recurring operating cost of the lake system. Expenditures from the Maintenance Reserve account shall be restricted to defraying the cost of (1) regulation of silt in the lake system and coffer-dam south of Lakebrook Drive, (2) maintenance of the lake system, and (3) repairs to the dam and spillway.

Section 3. Special Assessments. In addition to the annual assessments authorized by Section I hereof, the corporation may levy at any time a special assessment for the purpose of defraying, in whole or in part, the cost of any construction, repair or replacement of any structure or facility connected with, or capital improvements relating to, the lake system, PROVIDED that any such special assessment shall have the assent of at least two-thirds of the membership, voting in person or by proxy, at a meeting duly called for that purpose.

Section 4. Increase in Amount or Change in Basis of Annual Assessment. The corporation may increase the amount or change the basis of the assessment fixed by Section 1 hereof for any future period, PROVIDED that any such increase or change shall have the assent of at least two-thirds of the membership, voting in person or by proxy, at a meeting duly called for that purpose.

Section 5. Purpose of Assessments. The assessments herein provided for shall be used to maintain, preserve and promote the beautification and utility of the lake system, including, without limiting the generality of the foregoing, the regulation of silt, plant growth, and other debris accumulating in the lake system, and the control of the breeding and proliferation of mosquitoes and other pests in or around the lake system.

Section 6. Date of Commencement of Annual Assessment; Due Dates. The annual assessment for each calendar year shall become due and payable on the first day of February of each such year. For calendar years up to and including 2008, one-half of the annual assessment may be deferred, at the member's discretion, until the first day of August without such portion of the assessment being considered as delinquent. The one-half deferment option is deleted for calendar year 2009 and subsequent.* The due date of any special assessment under Section 2 hereof shall be fixed in the resolution authorizing such assessment. *Amended by more than two-thirds vote of the membership at the 14 January 2008 annual meeting.

Section 7. Duties of the Board of Directors. In conjunction with every annual and special assessment, the Board of Directors of the corporation shall prepare a roster of the lots to which the assessment is applicable, which roster shall be kept in the office of the corporation and shall be open to inspection by any owner. Written notice of the assessment shall be sent out to every lot owner subject thereto at least thirty (30) days prior to the due date thereof. The corporation shall upon demand at any time furnish to any owner liable for said assessment a certificate in writing signed by an officer of the corporation, setting forth whether said assessment has been paid. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 8. Effect of Non-Payment of Assessment; the Personal Obligation of the Owner; the Lien; Remedies of the Corporation. If any assessment is not paid on the date when due, then such assessment shall thereupon become delinquent and shall, together with such interest thereon and cost of collection thereof as hereinafter provided, become a continuing lien on the lot to which the same is applicable and shall bind such property in the hands of the then owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the then owner to pay such assessment, however, shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them.

If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the corporation may bring an action at law either against the owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment a reasonable attorney's fee to be fixed by the court, together with the costs of the action.

Section 9. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon any lot subject to such assessment; PROVIDED, however, that such subordination shall apply only to the assessments which have become due and payable prior to the sale of such property pursuant to a decree of foreclosure of any such mortgage. Such sale shall not relieve such lot from liability for any assessments thereafter becoming due nor from the lien of any such subsequent assessment.

ARTICLE XI
DISSOLUTION

Section 1. Manner of Dissolution. The corporation may be dissolved only with the assent given in writing and signed by two-thirds of its members. Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets, shall be sent to every member at least thirty (30) days in advance of any action taken in connection therewith.

Section 2. Distribution of Assets. Upon dissolution of the corporation, the assets of the corporation shall be dedicated to an appropriate public agency to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation. In the event that such dedication is refused acceptance, such assets shall be assigned to any nonprofit corporation, association, trust or other organization to be devoted to purposes and uses that would most clearly reflect the purposes and uses to which they were required to be devoted by the corporation.

ARTICLE XII
PROTECTIVE COVENANTS

The protective covenants and other matters contained in that certain Declaration of Covenants and Restrictions dated the first day of March 1973, by Rodman-Farrell, Inc., and filed as instrument No. 50939 in the Records of the County Clerk of Tarrant County, Texas, are binding on the members of the corporation and the lots owned by them as therein set forth.

ARTICLE XIII
SEAL

The Board of Directors shall provide a corporate seal, which seal shall have inscribed thereon the words "Corporate Seal Millbrook Addition Home Owners Association".

ARTICLE XIV
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV
AMENDMENTS TO BY-LAWS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the members present at any regular meeting or at any special meeting.

Millbrook Addition Declaration of Covenants and Restrictions

MILLBROOK ADDITION
DECLARATION OF COVENANTS AND RESTRICTIONS(Affecting Lots Partially Covered by the Lake System Only)

THIS DECLARATION, made this 1st day of March 1973, by RODMAN-FARRELL, INC. and M.S.A. CAPITAL, INC., A Joint Venture, hereinafter called "Declarants" and Amended in 1989, 1999, 2003, and 2008 by over a two-thirds vote of the membership:

WITNESSETH:

WHEREAS, Declarants are the owners of all the real property described in Exhibit A attached hereto, and desire to create a residential subdivision on a portion of such property, with a lake system covering a portion of certain of the lots in such residential subdivision; and

WHEREAS, Declarants desire to maintain, preserve and promote the beautification and utility of the lake system and to provide for certain protective covenants for the lots partially covered by said lake system, and to this end, desire to subject the real property described in Exhibit "A" attached hereto to the covenants, restrictions, easements, charges and liens hereinafter set forth, each and all of which is and are for the benefit of said property and each owner thereof; and

WHEREAS, Declarants have deemed it desirable in connection with the foregoing to create a non-profit corporation to which shall be delegated and assigned the powers of maintaining the lake system, and, for that purpose, collecting and disbursing the assessments and charges hereinafter created; all as hereinafter set forth; and

WHEREAS, Declarants have incorporated under the laws of the State of Texas, as a non-profit corporation, MILLBROOK ADDITION HOME OWNERS ASSOCIATION, for the purpose of exercising the functions aforesaid;

NOW, THEREFORE, RODMAN-FARRELL, INC. and M.S.A. CAPITAL, INC., a Joint Venture, declare that the real property described in Exhibit "A" attached hereto shall be held, transferred, sold, conveyed and occupied subject to the covenants, restriction, easements and agreements (sometimes referred to as "covenants and restrictions") hereinafter set forth:

ARTICLE I
DEFINITIONS

Section 1. The following words when used in this Declaration or any supplemental Declaration (unless the context shall otherwise require), shall have the following meanings:

(a) "Association" shall mean and refer to the MILLBROOK ADDITION HOME OWNERS ASSOCIATION, a nonprofit corporation.

(b) "Millbrook Addition" shall mean and refer to the property described in Exhibit "A" attached hereto and made a part hereof for all purposes, except, however, any of such property which may be devoted to school, retail or use other than residential development.

(c) "Lake System" shall mean and refer to the system of lakes that cover a portion of the Millbrook Addition.

(d) "Lot" shall mean and refer to any residential lot in the Millbrook Addition shown on any map filed of record by Declarants in the office of the County Clerk of Tarrant County, Texas which is partially covered by the lake system; and shall include the lots described in Exhibit "A" hereto and in any Declaration supplemental hereto as provided in Section 2 of Article II hereof.

(e) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot; but notwithstanding any applicable theory of the mortgage, shall not mean or refer to the mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or other proceeding in lieu of foreclosure.

ARTICLE II
PROPERTY SUBJECT TO THIS DECLARATION

Section 1: Existing Property: All of the Lots described in Exhibit "A" attached hereto shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens herein set forth.

Section 2: Additions to Existing Property: Additional Lots may become subject to this Declaration at any time when a new or supplemental map of the Millbrook Addition, or any installment thereof, showing additional Lots partially covered by the Lake System is filed of record by Declarants with the County Clerk of Tarrant County, Texas, and are designated by Declaration supplemental hereto as being held, transferred, sold, conveyed and occupied subject to the covenants, restriction, easements, charges and liens herein set forth.

ARTICLE III
MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION

Section 1: Requirements for Membership: Every person or entity who is or may hereafter become the record owner of a fee interest in any Lot located in the Millbrook Addition which is partially covered by the Lake System and is subject by covenants of record to assessments by the Association shall automatically be and become a member of the Association; PROVIDED, however, any such person or entity who holds such interest merely a security for the performance of an obligation shall not be a member; and, PROVIDED, further, that any member who sells or otherwise disposes of (by operation of law or otherwise) such interest required of membership as aforesaid shall thereupon automatically cease to be a member of the Association.

The owners of any Lot in the Millbrook Addition not partially covered by the Lake System shall not be members of the Association or otherwise have any interest in its business or affairs.

Section 2: Votes of members: The Association shall have one class of voting membership:

CLASS A. Class A members shall be all those owners defined in Section I of this Article. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership by said Section 1. When more than one person holds such interest in any Lot, all such persons shall be members and the vote for such Lot shall be exercised as they among themselves, determine, but in no event shall more than one vote be cast with respect to any such Lot.

ARTICLE IV
COVENANT FOR MAINTENANCE ASSESSMENTS

Section 1: Creation of the Lien and Personal Obligation of Assessments: The Declarants, for each lot owned by them, hereby covenant and agree, and each Purchaser of any Lot by acceptance of a deed therefore and his successors in title, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree, to pay to the Association: (1) annual assessments and (2) special assessments for maintenance and improvements of the Lake System, all of such assessments to be established and collected from time to time as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on the Lots and shall be a lien upon the particular Lot against which each such assessment is made. Each such assessment together with such interest thereon and cost of collection thereof as hereinafter provided, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fall due. Note: The homeowner living at 1214 Millbrook Drive is excused from paying all dues and assessments. The creek behind the house is considered to be part of the lake system.

Section 2: Purpose of Assessments: The assessments herein provided for shall be used to maintain, preserve and promote the beautification and utility of the Lake System, including, without limiting the generality of the foregoing, the regulation of silt, plant growth, and other debris accumulating in the Lake System, and the control of the breeding and proliferation of mosquitoes and other pests in or around the Lake System.

Section 3: Basis and Amount of Annual Assessment: Commencing with calendar 2003 the annual assessment shall be $290* per Lot. The Board of Directors of the Association may fix the actual assessment for any year at a lesser amount based on consideration of the current maintenance costs and the future needs of the Association. *Assessment increase to $290.00 voted on and approved by more than 2/3 majority at the January 27, 2003 annual meeting.

Beginning with the assessment due February 1, 1990, the amount of the annual assessment shall be adjusted each year to reflect changes in the Department of Commerce's Consumer Price Index (CPI); PROVIDED, however, that no adjustment shall be made until the change in the CPI would result in a change in the assessment amount of $5.00 or more, using the CPI in 1989 as the base year for comparison. All adjustments resulting from changes to the CPI shall be rounded to the nearest $5.00 increment.

Section 4: Maintenance Reserve Account: Sixty percent (60%) of each annual assessment, or portion thereof, collected shall be placed in a separate Maintenance Reserve account. Additionally, the Board may, at its discretion, transfer other funds to the Maintenance Reserve account if the Board determines that such funds are excess to the funds needed for the normal and recurring operating costs of the Lake System. Expenditures from the Maintenance Reserve account shall be restricted to (1) defraying the cost of regulation of silt in the Lake System and coffer-dam south of Lakebrook Drive, and (2) maintenance of the Lake System, and (3) repairs to the dam and spillway.

Section 5: Special Assessments: In addition to the annual assessments specified in Section 3 hereof, the Association may levy at any time a special assessment for the purpose of defraying, in whole or in part, the cost of any construction, repair or replacement of any structure or facility connected with, or capital improvement relating to, the Lake System, PROVIDED, that any such special assessment shall have the assent of at least two-thirds of the membership, voting in person or by proxy, at a meeting duly called for that purpose.

Section 6: Increase in Amount or Change in Basis of Annual Assessment: The Association may increase the amount or change the basis of the annual assessment specified in Section 3 hereof for any future period, PROVIDED that any such increase or change shall have the assent of at least two-thirds of the membership, voting in person or by proxy, at a meeting duly called for that purpose.

Section 7: Date of Commencement of Annual Assessment Due Date: The annual assessment for each calendar year shall become due and payable on the first day of February of each such year. For calendar years up to and including 2008, one-half of the annual assessment may be deferred, at the member's discretion, until the first day of August without such portion of the assessment being considered as delinquent. The one-half deferment option is deleted for calendar year 2009 and subsequent.* The due date of any special assessment under Section 5 hereof shall be fixed in the resolution authorizing such assessment. *Amended by more than two-thirds vote of the membership at the 14 Jan 2008 annual meeting.

Section 8: Duties of the Board of Directors: In conjunction with every annual and special assessment, the Board of Directors of the Association shall prepare a roster of the Lots to which the assessment is applicable, which roster shall be kept in the office of the Association and shall be open to inspection by any Owner. Written notice of the assessment shall be sent out to the Owner of every Lot subject thereto at least thirty (30) days prior to the due date thereof. The Association shall upon demand at any time furnish to any Owner liable for said assessment a certificate in writing signed by an Officer of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 9: Effect of Non-Payment of Assessments: The Personal Obligation of the Owner; the Lien; Remedies of the Association: If any assessment is not paid on the date when due, then such assessment shall thereupon become delinquent and shall, together with such interest thereon and the cost of collection thereof as hereinafter provided, become a continuing lien on the Lot to which the same is applicable and shall bind such property in the hands of the then Owner, his heirs, devices, personal representatives and assigns. The personal obligation of the then owner to pay such assessment, however, shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them.
If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the rate of ten per cent (10%) per annum, and the Association may bring an action at law either against the Owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment a reasonable attorney's fee to be fixed by the court, together with the costs of the action.

Section 10: Subordination of the Lien to Mortgages: The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon any Lots subject to such assessment; PROVIDED, however, that such subordination shall apply only to the assessments which have become due and payable prior to the sale of such property pursuant to a decree of foreclosure of any such mortgage. Such sale shall not relieve such Lot from liability for any assessments thereafter becoming due nor from the lien of any subsequent assessment.

ARTICLE V
ARCHITECTURAL CONTROL COMMITTEE

No erection of building or exterior additions or alterations to any building upon any Lot nor erection of or changes or additions in fences, hedges, walls and other structures shall be commenced, erected or maintained until the plans and specifications showing the nature, kind, shape, height, materials, and location of the same shall have been submitted to and approved in writing as to harmony of external design, appearance, and location in relation to surrounding structures and topography, and as to conformance with the protective covenants set forth herein, by an architectural committee composed of the Board of Directors of the Association, or by three (3) or more representatives appointed by said Board. In the event said architectural committee, or its designated representatives, fails to approve or disapprove such design and location within thirty (30) days after the said plans and specifications have been submitted to it, approval of the architectural committee will be deemed to have been given and this Article will be deemed to have been fully complied with. Neither the members of said architectural committee nor its designated representatives shall be entitled to compensation for services performed pursuant to this Article V.

ARTICLE VI
PROTECTIVE COVENANTS

Section 1: No Lot shall be used except for residential purposes. No building shall be erected, altered, placed or permitted to remain on any Lot other than (a) one single-family dwelling, (b) a private garage for not more than three cars and one boat or other water borne vehicle, and (c) a servants quarters for the use of bona fide servants only.

Section 2: The living area of any main dwelling erected on any lot in Millbrook Addition described in Exhibit "A" shall not be less than 2,200 square feet, exclusive of open porches, garage and servants quarters, except as may be approved by the Architectural Committee.

Section 3: No building shall be located on any lot nearest to the front lot line or nearer to any side street than the minimum building set back lines required by the ordinances of the City of Arlington, Texas. In no event, however, shall any building be located on any lot nearer than 20 feet to the front lot line or nearer than 15 feet to any side street. No building shall be so located nearer than 5 feet to any interior lot line. For the purpose of this covenant, eaves, steps and open porches shall not be considered as part of the building, PROVIDED, however, that this shall not be construed to permit any portion of a building on a lot to encroach upon any other lot.

Section 4: No residential structure shall be erected or placed on any building plot, if such plot has a minimum lot width and total size in square footage less than that shown on the recorded map, and in no event shall any lot ever contain an area less than the required by the ordinances and regulations of the City of Arlington, Texas.

Section 5: No dwelling, fence or other permanent structure shall be located on any lot nearer to the Lake System than 10 feet from the waters edge. No fence shall be erected without approval of the Architectural Control Committee.

Section 6: The roofing materials for any structure placed on any lot described in Exhibit "A" shall be first approved by the Architectural Control Committee.

Section 7: No building shall be erected unless the exterior of at least the first floor thereof shall have not less than 75% masonry construction, unless the written approval of another mode of construction is obtained from the Architectural Control Committee described in Article V hereof.

Section 8: Easements for the installation and maintenance of utilities and related facilities and services are reserved for such purposes as set forth on the recorded maps of the lots.

Section 9: No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon which may be or may become an annoyance or a nuisance to the neighborhood.

Section 10: No structure of a temporary character, mobile home, trailer (including boat trailer), basement, tent, shack, garage or other outbuilding shall be used on any Lot at any time as a residence, either temporarily or permanently.

Section 11: No signs of any kind shall be displayed to the public view on any Lot except one sign of not more than five square feet advertising the property for sale or rent, or reasonable signs used by a builder to advertise the property during the construction and sale period.

Section 12: No animals or livestock of any kind shall be raised, bred, or kept on any lot, except that dogs, cats, or other household pets may be kept provided that they are not kept, bred, or maintained for any commercial purpose.

Section 13: No Lot shall be used or maintained as a dumping ground for rubbish, trash or garbage, and other waste shall not be kept on any Lot except in sanitary containers.

Section 14: Each lot shall be subject to all valid laws and ordinances of the City of Arlington, Texas.

Section 15: Trucks with tonnage in excess of 3/4 ton shall not be permitted to park on the streets, driveways or Lots overnight, and no vehicle of any size which normally transports inflammatory or explosive cargo may be kept in Millbrook Addition at any time.

Section 16: Boats may be maintained, stored or kept on any Lot if housed completely within a private garage or other structure approved in writing by the Architecture Control Committee described in Article V hereof. Small row boat type boats and canoes may be kept in the rear yard of any Lot.

Section 17: No antenna or tower shall be erected upon any Lot for the purpose of radio operation.

Section 18: No water shall be drawn from the Lake System by any person, firm or corporation for any purpose.

Section 19: No gasoline powered boats are allowed on the Lake System, but electrically powered boats of to 3 horsepower maximum are permitted.

Section 20: No boats or other water borne vehicles are allowed on the Lake System except those owned by Association members only.

Section 21: No member of the Association will restrict the use of the Lake System by any other member, and each member is granted an easement and right to reasonably use the entire Lake System in common with each other member, PROVIDED, that such reasonable use of the Lake System shall extend only to the surface thereof and such easement granted herein shall not grant any member the right to use any part of the Utility and Flowage Easement shown on the recorded plat referred to in Exhibit "A" hereto existing on any other member's property.

Section 22: Additional, less restrictive, varied or other protective or restrictive covenants may be imposed by Declarants on any Lot hereinafter becoming subject to this Declaration as provided in Section 2 of Article II hereof, by setting forth the same at the time of filing of record a Declaration supplemental hereto as provided for in said Section 2 of Article II hereof.

ARTICLE VI
GENERAL PROVISIONS

Section 1: The covenants and restrictions of this Declaration shall run with and bind the land subject thereto, and shall inure to the benefit of and be enforceable by Millbrook Addition Home Owners Association, or the owner of any land subject to this Declaration, and their respective legal representatives, heirs, successors and assigns, for a term of thirty (30) years from the date that this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless an instrument signed by a majority of the Owners of the Lots has been recorded, agreeing to change said covenants and restrictions in whole or in part, PROVIDED, however, that no such agreement to change shall be effective unless made and recorded on or in advance of the effective date of such change.

Section 2: Enforcement: Enforcement of these covenants and restrictions may be by any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction, either to restrain violation or to recover damages, and against the land to enforce any lien created by these covenants; and failure by the Millbrook Addition Home Owners Association or any Owner to enforce any covenant or restriction contained herein shall not be deemed to be a waiver of the right to do so thereafter.

Section 3: Amendments: Anything herein to the contrary notwithstanding, each and every provision herein contained (including the protective covenants set forth in Article VI hereof) may be abandoned, terminated, modified, altered or in any other way changed, PROVIDED that the same shall have the assent of at least two-thirds of the membership of the Association, voting in person, or by proxy, at a meeting duly called for that purpose.

Section 4: Severability: Invalidation of any one of these covenants or restriction by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect.

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EXHIBIT "A'

Lots 12 through 66, Block 1; Lots 1 through 30 and 34,35,36,38,39and 40, Block 3; Lot 32, Block 4, MILLBROOK #1, an Addition to the City of Arlington, Tarrant County, Texas, according to the plat thereof, recorded in Volume 388-75, Page 56, Plat Records of Tarrant County, Texas.

Lots 12 through 66, Block 1
Waltham Court: 1523, 1521, 1519, 1517, 1515, 1511, 1509, 1507, 1505, 1503, 1501.
Postbridge Court: 1500, 1502, 1503, 1504, 1505, 1507, 1508, 1509, 1510, 1511, 1512,
1514, 1515, 1516, 1517.
Westwood Drive: 2601, 2605, ,2701, 2703, 2705, 2707, 2709, 2711, 2805.
Millbrook Drive: 1300, 1304, 1308, 1312, 1400, 1402, 1404, 1406, 1408, 1410, 1412,
1500, 1502, 1504, 1506, 1508, 1510, 1512, 1514, 1516
Lots 1 through 30 and 34 through 40, Block 3
Creekford Drive: 1400, 1404, 1406, 1408, 1412, 1414, 1416, 1418, 1500, 1502, 1504,
1506, 1508, 1510.
Augusta Lane: 2800, 2804,, 2806, 2808, 2810, 2814, 2816.
Millbrook Drive: 1511, 1509, 1415, 1413, 1411, 1407, 1405, 1403.
Millbrook Court: 2811, 2809, 2805, 2801, 2800, 2802, 2804.
Lot 32, Block 4
Millbrook Drive: 1214.

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