FIRST AMENDED VERIFIED COMPLAINT FOR A DERIVATIVE SUIT, PETITION TO STOP ULTRA VIBES ACTIVITY, VERIFIED PETITION TO APPOINT A RECEIVER TO ADMINISTER THE AFFAIRS OF RIVERWOOD FARMS ASSOCIATION, INC. AND REQUEST FOR DECLARATORY JUDGMENT

IN THE CHANCERY COURT OF SHELBY COUNTY TENNESSEE
THIRTIETH JUDICIAL DISTRICT AT MEMPHIS

PART THREE
THOMAS KRAJENTA, )(
MICHAEL PICKENS, and )(
JOHNNY PULLIAM )(
in their capacity as incumbent members )(

of the Board of Directors )(
and members of )(
Riverwood Farms Association. Inc..
derivatively )(
and )(
TERRY COGGINS.
DAVID MILLS. and
KIM WAGNER
in their capacity as members of )(

Riverwood Farms Association, Inc., )(
Derivatively,
PETITIONERS )(
VS. )( No: CH-18-0278

Part Three
VOLKER PAUL WESTPHAL, )(
KAREN TAYLOR, )(
MIKE POINDEXTER, and )(
JANICE TANKSON )(
in their capacity as incumbent members )(

of the Board of Directors of )(
Riverwood Farms Association, Inc., )(
and )(
RIVERWOOD FARMS )(
ASSOCIATION, INC., )(
A Tennessee non-profit corporation, )(
DEFENDANTS
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FIRST AMENDED
VERIFIED COMPLAINT FOR A DERIVATIVE SUIT,
PETITION TO STOP ULTRA VIBES ACTIVITY,
VERIFIED PETITION TO APPOINT A RECEIVER TO ADMINISTER
THE AFFAIRS OF RIVERWOOD FARMS ASSOCIATION, INC.
AND REQUEST FOR DECLARATORY JUDGMENT
1. Petitioners are three (3) incumbent members of the Board of Directors (the
-Board") who are also present general members, of Riverwood Farms Association, Inc. (the
"Association"), as well as by a former Board member and present general member of the
Association and two (2) general members of the Association.
2. The Defendants are four (4) incumbent Board members and Association members
and the Association, a Tennessee non-profit corporation, operating as a homeowners association.
3. The petitioning incumbent Board members and the Association members bring
this action derivatively on behalf of the Association as Board Members.
4. All Petitioners are also general members of the Association, and bring this action
derivatively on behalf of the Association in their capacity as general members.
NATURE OF THE ACTION
5. This action is brought as a result of a long history of numerous negligent,
intentional, and ultra vices acts of both past and present boards, officers and agents of the
Association, as well as the persistent failure or refusal of past and present boards. officers and
agents of the Association to comply with the laws of the State of Tennessee, and the
Association's Charter, Declaration of Covenants, Conditions and Restrictions (the "CCRs") and
Bylaws (collectively, the CCR's and Bylaws will be referred to as the "Governing Documents-)
and all of which are attached as Exhibit A to this Petition.
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6. This action is a derivative action brought pursuant to Term. Code Ann. § 48-56-
401, et. seq. of the Tennessee Nonprofit Corporation Act (the "Act") and relief is requested
thereunder on behalf of the Association; relief is not requested on behalf of the Petitioners as
individuals or personally, and Petitioners do not allege harm to themselves but rather harm to the
Association, as a whole.
7. Relief is instead requested by Petitioners on behalf of the Association to prevent
continued harm and wrongdoing to it.
8. Relief is also requested by the Petitioners who are incumbent directors under the
ultra vices section of the Act, Tenn. Code Ann. § 48-53-104 (c) derivatively.
9. Further relief is requested by the appointment of a receiver pursuant to the general
receiver statute, Tenn. Code Ann. § 29-1-103.
10. Declaratory relief is also requested under Term. Code Ann. 48-53-101, et. seq.
11. This is the first application for a receivership.
12. This is a legitimate case or controversy; nothing is theoretical about it.
13. It is ripe for adjudication.
JURISDICTION, VENUE AND SERVICE OF PROCESS
14. This court has subject matter jurisdiction pursuant to Tenn. Code Ann. §§ 48-53-
101, et. seq., §§ 29-1-101, et seq.. and §§ 29- 14-101, et seq.
15. Riverwood Farms (the "Subdivision") is a single family dwelling, residential
subdivision primarily located within the City of Memphis, with a small parcel in unincorporated
Shelby County.
16. The Subdivision is located in the Cordova area of Shelby County, Tennessee, in
the U.S. Postal District of 38016.
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17. Thus, venue is proper in the Chancery Court of Shelby County.
18. The Association has filed a Notice of Appearance, and has filed a Motion to
Dismiss the Original Petition.
19. The four (4) remaining incumbent members of the Board of Directors were
notified of the Original Petition and named as interested parties.
20. The four (4) are now being renamed as Defendants.
21. Volker Paul Westphal may be served at 8361Cedar Farms Drive, Cordova, TN
38016.
22. Karen Taylor may be served at 8830 Cedar Mills Circle, Cordova, TN 38016.
23. Mike Poindexter may be served at 8866 Toth Cove, Cordova TN 38016.
24. Janice Tankson may be served at 8062 Chrysalis Cove, Cordova TN. 38016.
THE PARTIES
25. The Petitioners are incumbent Board members. Thomas Krajenta, Michael
Pickens, and Johnny Pulliam and are also Association members, former Board member and
Association member, David Mills, and Association members Terry Coggins and Kim Wagner.
26. The Defendants are Paul Westphal. Karen Taylor, Mike Poindexter and Janice
Tankson. all incumbent Board members and members of the Association. The Association is an
indispensable party to this derivative action.
LEGAL GROUNDS FOR DERIVATIVE ACTION
27. Tenn. Code Ann. § 48-56-401 states in pertinent part:
Derivative suits.
"(a) A proceeding may be brought in the right of a domestic or foreign

corporation to procure a judgment in its favor by:
(1) Any member or members having five percent (5%) or more of the
voting power or by fifty (50) members, whichever is less; or
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(2) Any director.
(b) In any such proceeding, each plaintiff shall be a member or director at the
time of bringing the proceeding
(c) A complaint in a proceeding brought in the right of a corporation must be

verified and allege with particularity the demand made, if any, to obtain action by
the directors and either why the plaintiffs could not obtain the action or why they
did not make the demand.
(f) If the proceeding on behalf of the corporation results in the corporation taking
some action requested by the plaintiffs or otherwise was successful, in whole or in
part, or if anything of value was received by the plaintiffs as a result of a
judgment, compromise, or settlement of an action or claim, the court may award
the plaintiffs reasonable expenses (including counsel fees)."
28. The verified affidavits of the petitioning incumbent Board members attached
hereto (Exhibit B) support the futility of making a demand under the present circumstances under
section (c).
29. Petitioners in their capacity as Board members and general members are distinct
entities from the Association, but are bringing this suit on behalf of the Association; however,
since they are also requesting that the Association take action, as they clearly have the right to do
under section (f), the Association is also a proper defendant even though the action is brought on
behalf of the Association.
30. Additionally, the Association is an indispensable party.
31. Furthermore, Petitioners have the right of enforcement as general members of all
provisions of the Association's CCRs pursuant to Article XII of the CCRs which states:
"Section 1. Enforcement. The Association, or any Owner, shall have the right
to enforce, by any proceeding at law or in equity, all restrictions, conditions,
covenants, reservations, liens and charges now or hereafter imposed by the
provisions of this Declaration. Failure by the Association or by any Owner to
enforce any covenant or restriction herein contained shall in no event be deemed a
waiver of a right to do so thereafter."
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32. Therefore, any action taken by these six (6) Petitioners under the OCR's as
general members is also derivative in nature.
33. Petitioners aver that as a result of their Original Petition. the Association has
already taken some action Petitioners requested and are already prevailing parties under Tenn.
Code Ann. § 48-56-401(f).
LEGAL GROUNDS FOR CHALLENGING ULTRA VIRES ACTIONS
34. Tenn. Code Ann. § 48-53-104 states:
"A corporation's power to act may be challenged in a proceeding against an

incumbent or former director, officer, employee or agent of the corporation. The
proceeding may be brought by a director, the attorney general and reporter, or the
corporation, directly, derivatively, or through a receiver, a trustee or other legal
representative."
35. Under this statute the petitioning incumbent members of the Board have the right
to bring a derivative action against the Association to challenge ultra vires acts of the
Association.
36. Furthermore, the aforementioned provision of the Association's CCRs (Article
XII, Section 1) empowers all members of the Association with the right to challenge ultra vires
acts of the Association, the Board, and the Association's agents or representatives.
LEGAL GROUNDS JUSTIFYING THE APPOINTMENT OF A RECEIVER
"The courts are all vested with power to appoint receivers for the safekeeping,
collection, management, and disposition of property in litigation in such court,
whenever necessary to the ends of substantial justice, in like manner as receivers
are appointed by courts of chancery."
38. In the instant case, due to past and present negligence of the Board of the
Association. due to the failure of the past and present Board of the Association to keep the
premises of the Association safe, due to past and present intentional violations of the laws of the
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State of Tennessee, due to past and present violations of the Association's Governing
Documents, and due to ultra vices acts of the past and present Board of the Association, this
action is brought to prohibit all of the above.
39. Accordingly, this action is not brought solely for the purpose of appointing a
receiver; the request for a receiver is ancillary to preventing and remedying the aforementioned
types of conduct, and to ensure that necessary management of the finances and property of the
Association are maintained during the litigation process.
40. The Petitioners can request a receiver derivatively and the verifications required
for applying for a receivership are attached hereto as Exhibit C and are previously on file with
the Court as verifications to the Original Petition.
LEGAL GROUNDS FOR REQUESTING A DECLARATORY JUDGMENT
Construction of statutes and written instruments.
"Any person interested under a deed, will, written contract, or other writings
constituting a contract, or whose rights, status, or other legal relations are affected
by a statute, municipal ordinance, contract, or franchise, may have determined
any question of construction or validity arising under the instrument, statute,
ordinance, contract, or franchise and obtain a declaration of rights, status or other
legal relations thereunder."
42. Pursuant to this statute (Tenn. Code Ann. § 29-14-103) and the aforementioned
provision of the Association's CCRs (Article XII, Sectionl), all Petitioners, as members of the
Association, have the right to have the court determine the scope of authority of the Association
and the Board and can do so derivatively.
43. Furthermore, the Petitioners who are Board members have duties of good faith,
loyalty and care to the Association pursuant to Tenn. Code Ann § 48-58-301 which states in
pertinent part.
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"(a) A director shall discharge all duties as a director, including duties as a
Member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and
(3) In a manner the director reasonably believes to be in the best interests
of the corporation."
44. Therefore, the Petitioners who are Board members not only have the right but,
also have a statutory obligation to have the court determine the scope of the Board's authority
pursuant to the Association's CCRs, applicable ordinances, statutes and laws.
45. In this case Petitioners seek such a declaratory ruling from the court as more fully
set forth below.
FACTUAL ALLEGATIONS
46. Development of the Subdivision started in the 1980s with a small parcel of
property then in unincorporated Shelby County; additional parcels were added through about the
mid-2000s and now comprise approximately four hundred fifty (450) to five hundred (500)
acres.
47. There are approximately one thousand one hundred thirty-four (1,134) single
family dwellings, with about two thousand seven hundred (2,700) to three thousand (3,000)
individuals residing in the Subdivision.
48. Home prices in the Subdivision range between $150,000 to almost $400,000.
49. Once homes are built on approximately twenty (20) remaining lots there will be
no physical increase in the size of the Subdivision.
50. Demographics reflect a diverse mix of ethnicities and races with singles, young
and middle age couples with children, couples with no children, and elderly working and retired
individuals.
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51. Although most of the dwellings are owner occupied, the number of investor
owned, rental dwellings, has steadily increased and is now approximately between one hundred
(100) to one hundred twenty-five (125) dwellings.
52. In addition, there are approximately eighty (80) to eighty-five (85) home-based
businesses operating from dwellings within the Subdivision.
53. As aforementioned, the Subdivision is governed by a homeowners association,
which is run by a Board of Directors of seven (7) members, who are elected by the property
owners at an annual meeting.
54. Directors serve for one (1) year terms without pay.
55. The developer set aside several parcels, totaling approximately eighty-five (85)
acres, known as the common area, for the exclusive benefit and use of the property owners.
56. The common area is owned by Association and it is the responsibility of the
Association to operate it and maintain it.
57. The Association has annual income of approximately $500,000 from an annual
maintenance assessment (the "Assessment") of its members and assets in the range of
$6,000,000 to $8,000,000.
58. However, these assets are not readily marketable as they have little economic
value other than as amenities for property owners; they are, however, very expensive to maintain
infrastructure assets for the Subdivision.
59. Improvements made by the developer to the common area make the Subdivision
exl<emely unique and attractive; but, due to the size and complexity of the common area, the
Association faces unique challenges in terms of the complexity and costs.
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60. These challenges include, but are not limited to: insurance, risk assessment,
management, ongoing maintenance, periodic repairs, replacement of capital assets as these assets
age. and providing. improvements to the Subdivision when deemed appropriate and necessary.
Public Property and Public Services
61. The Subdivision is not a gated community and has eight (8) public entrances and
exits including an entrance and exit to Riverwood Elementary School.
62. Except for an alley and roadway over the dam, all of the approximately seventeen
(17) miles of paved, two lane streets in the Subdivision are public property as are the sidewalks
which accompany most streets.
63. Local law enforcement is provided by the City of Memphis Police Department
and Shelby County Sheriffs Department.
64. Even though the Association is one of the largest in Shelby County there are no
collaborative efforts or initiatives of any kind between the Association and elected or appointed
government officials, law enforcement agencies. other nearby homeowners associations, state
wildlife resources agencies, or nonprofit public safety organizations.
65. The Association. through its elected Board and committees of the Board, needs to
develop and maintain relationships with local elected and appointed officials, law enforcement
agencies, other nearby homeowners associations, state wildlife resources agencies and nonprofit
public safety organizations to promote and encourage meaningful. collaborative efforts and
initiatives to benefit the Association, as a whole.
Charter, 13% -laws,

Declaration of Cov enants, Conditions, Restrictions and Assessments
66. The Association is governed in accordance with the Governing Documents
(Exhibit A) which were made and recorded over a number of years.
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67. Two classes of Association members existed pursuant to the CCR's during, the
development and construction phase of the Subdivision: Class A Members are owners who hold
a fee simple title to any lot within the Subdivision and are entitled to one (1) vote for each lot
owned and Class B Members were the developer who was entitled to ten (10) votes for each lot
owned.
68. The developer had absolute control over uovernance. policies, fiscal management
and management and operation of the Association until ninety percent (90%) of the lots were
sold.
69. A Board of Directors, controlled by the developer, established an annual
maintenance assessment (the "Assessment") which was paid by Class A Members but not by
Class B Members, the developer.
70. The Assessment was maintained below $200 per lot through the time the
Association was controlled by the developer, but has subsequently increased.
71. Between 2013 through 2016 the Assessment was $500 per lot. in 2017 $400 per
lot and $450 per lot in 2018, making annual income for the Association approximately $500,000
at the present.
The Dam, The Lake, The Creek, The Ponds and Drainage Canal
And Statutes Applicable Thereto
72. Capital improvements and amenities include a man-made thirty-five (35) acre
lake (constructed in 1986), initially twenty-five (25) feet in depth, created by a man-made
earthen dam between thirty (30) to forty (40) feet tall with a paved roadway across the dam of
about .2 mile in length.
73. Surface and rain water from the city streets and grounds collects in street drains
which drain via storm culverts into the lake.
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74. The dam (known as Cordova Dam) which has a regular spillway, an emergency
spillway, and a drawdown drain, is subject to all laws and regulations pertaining to the
Tennessee Safe Dams Act, Tenn. Code Ann. §§ 69-11-101, etseq.
75. The Tennessee Department of Environment and Conservation makes and enforces
the rules and regulations of the Tennessee Safe Dam Act which include a regulation that the dam
be inspected annually since it is a Category 1 hazard, the highest hazard rating of dams.
76. Pursuant to the Tennessee Safe Dam Act Rules and Regulations, Rule 0400-45-
07-05 a Category 1 dam is defined as follows.
"Category I dams are located where failure would probably result in any of the
following: loss of human life, excessive economic loss of downstream properties;
excessive economic loss, public hazard, or public inconvenience due to loss of
impoundment and/or damage to roads or any public or private utilities."
77. Although an inspection may have occurred recently, to Petitioners' knowledge the
earthen dam was last inspected in May of 2017; it passed that inspection, and its state certificate
of operation was in full force and effect when the Original Complaint was filed and Petitioners
have no reason to believe that is still not the case.
78. The annual inspections are, however, visual only and thus limited to what the
inspector can actually see.
79. To a trained inspector, there will be visual signs of some loss of internal integrity
but obviously not in every single situation because one side of the dam is covered with water --
except for the top five (5) to ten (10) feet.
80. Although the dam has passed a visual inspection each year, there has been no
structural integrity study by an engineer with the requisite expertise since the dam was
constructed thirty-two (32) years ago.
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81. The Association needs a structural integrity study of the dam conducted
immediately, by an engineering firm with the requisite expertise, to ensure that the dam is
structurally sound and safe and to demonstrate that the risk is minimal for purpose of securing
insurance coverage at the lowest possible premium.
82. The applicable law that would pertain to a dam breach is well stated in Zollinger
v. Carter, 837 S.W.2d 613,615 (Tenn. App. 1992), thusly,
"The law regarding a change in natural drainage is well-settled in this jurisdiction.

If the owner of higher lands alters the natural condition of his property so that
surface waters collect and pour in concentrated form or in unnatural quantities
upon lower lands, he will be responsible for all damages caused thereby to the
possessor of the lower lands."
83. It seems clear the Association would be strictly liable for all damages resulting
from a dam breach.
84. Recently, Riverwood Elementary School was built not far from the dam; one (1)
access street to the school, which is often backed up with cars during school days especially
around 8:00 AM and 3:00 PM, is directly in the floodway of the dam.
85. Of course many homes are also in the floodway of the dam; so extreme care is
justified in ensuring the dam remains safe and proper maintenance is critical to ensure that
safety.
86. A second and equally important matter related to the dam is that the scope of
potential damages and, therefore, the liability risks for the Association caused by a dam breach
are not known because there has not been an engineering study or risk assessment of such a
catastrophic event.
87. The Association needs an engineering study conducted immediately, by an
engineering firm with the requisite expertise, to assess the property loss and liability risk of a
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catastrophic failure of the dam, for the purposes of (a) developing a proper notification and
evacuation plan of the public, (c) informing local government agencies of a possible incident,
and (c) determining the necessary insurance coverage needed to protect the Association, its
members and the public in the event of said incident.
88. The lake was built with a drawdown drain and a report to the 2013 Board
disclosed that the drawdown drain might not operate and that repairs would require a large sum;
numerous reports are that it is, in fact, inoperable.
89. An operating drawdown drain, according to experts, is highly recommended to
have an emergency drawdown to prevent a breach (See damfailures.org for Lessons Learned).
90. The drawdown drain needs to be operable for public safety, because a three day
drawdown could reduce the lake level by twenty percent (20%) if there was a forecast for
extreme rain three (3) days later.
91. An operating drawdown drain would reduce insurance risk and likely reduce
premium cost.
92. Moreover, having a drawdown drain that was known to be inoperable for such a
long period of time would mean a negation of any Act of God or sudden emergency defense.
93. The drawdown drain needs to be repaired immediately.
94. More disturbingly, what is known is that the Association general liability
insurance and umbrella insurance policies have an exclusion endorsement that specifically
excludes a lake and a dam.
95. The Association's insurance agent has to date not provided to any degree of
specificity the particulars related to insurance coverage for the dam and the lake; an attempt to
secure a legal opinion from the carrier, Philadelphia Insurance Company, was futile.
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96. Petitioners seem certain that no such lake or dam coverage exists in a separate
policy, putting the Association and its members at significant liability risk and leaving the
general public at risk as well of having no insurance to pursue.
97. The Association needs to know immediately whether or not the Association has
insurance coverage for the dam and lake.
98. The Association needs to know immediately how much insurance coverage is
required to protect the Association, its property and members, and the public through adequate
risk assessment (see ¶ 87).
99. The Association needs adequate dam and lake insurance immediately.
100. Failure to seek a thorough and adequate inspection, establish the potential liability
risk, repair the drawdown drain and secure lake and dam insurance is a risk management failure
of the highest order.
101. Below the dam are two retention ponds of about an acre each that impound water
not caught by the lake.
102. Water from the lake and other sources is directed via a creek and a network of
ditches.
103. The water from the lake, the creek, ditches, and ponds empty into a large drainage
canal that is .3 mile in length, partially lined with concrete and it is silting up again and needs
remediation once more.
104. These assets serve a crucial function of preventing surface water flooding
throughout the Subdivision and in other surrounding areas.
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105. The lake, ponds, and canal all drain into what is known as the Fletcher Creek
Drainage basin, which is so well known to be flood prone that the City of Memphis and Shelby
County have a set of regulations just for it.
106. Essentially the flood control project in the Subdivision is a combination of city
streets collecting the surface water, which flows through city conduits, into a private lake and
ponds via private ditches into a private canal and back into the city or county Fletcher Creek
drainage system.
107. A second and equally important purpose of the lake, dam and the two ponds,
which is not as apparent to Association members, is to serve as reservoirs for surface water to
recharge the aquifer.
108. All of the Association's private collection, retention and discharge of surface
water is subject to the laws and regulations pertaining to the Tennessee Water Quality Control
Act, Term. Code Ann. §§ 69-3-101 and 69-5-716 regarding control of water into a main drain,
ditch or watercourse to prevent silt or sand from reaching the main ditch, drain or watercourse.
109. The Subdivision is now old enough that vegetation prevents most of the erosion
and silting that was a problem when homes were being built. (The lake needed some silt and
sand removal years ago during the construction phase of the Subdivision.)
110. Nevertheless, there is some erosion that continues to cause silting in the lake.
111. Moreover, the frequent rise and fall of the lake level (called bounce) has eroded
and continues to erode the shoreline; it remains uncertain how this has affected the dam.
112. This erosion causes trees around the shoreline to continually fall into the lake, at
the rate of several per year, and in some places the shoreline may have cut back fifteen (15) feet
or more from when the lake was built.
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113. The Association needs to plant water resistant trees and shrubs around the
perimeter of the lake to mediate erosion and that needs to be completed within one (1) year.
114. The lake surface is continuing to enlarge, but overall the lake is likely more
shallow than it was originally as it continues to collect silt.
115. At some point in time, the lake may need dredging and any removal of silt will be
subject to laws and regulations regarding silt capture.
116. Moreover, periodic draining of the lake from the bottom, which could be done
with an operable drawdown drain, might legally remove silt from the lake if the discharge was
held in a sediment basin before being allowed into the main watercourse of the Fletcher Creek
Drainage Basin.
117. The Association needs sediment retention basins below the dam within the next
two (2) years.
118. Only minimal attempts have been made to reduce runoff and erosion, and the lake
is silting up, which at some point will most likely require dredging of the lake.
119. Dredging the lake will be a major expense and require a large special assessment
of the members unless the Board is proactive and begins to immediately fund sufficient reserves.
120. There have already been issues of sediment blocking the drainage canal, and a
major project was required to remove the sediment and trees and other vegetation that had
accumulated from sediment build-up in the canal.
121. The only attempt to mitigate its continued occurrence (at a cost of $250,000 or
more) has proven to be minimally effective.
122. The Board has chosen to delay dealing with this issue which will inevitably result
in greater costs for the Association.
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123. Moreover, the creek below the dam is the outlet for the regular spillway, the
emergency spillway and for the drawdown drain.
124. The regular spillway has recently suffered a major collapse of one its banks, and
needs immediate repair to avoid further erosion of the spillway and silting of the downstream
concrete canal.
125. No attempts have been made to stop the erosion of the creek itself to prevent
further sedimentation build up in the canal.
126. The Association needs sediment retention spillways in the creek to avoid silting
the canal and those spillways need to be installed within one (1) year.
127. Inattention to the creek is a further serious risk management failure that has now
existed for several years and the hazard it poses is quite serious.
128. hi places the creek is more than ten feet deep and during a major rain is very swift
and dangerous for anyone who might fall in.
129. This creek is just inside the Association property line and on the other side of the
property line is the relatively new Riverwood Farms Elementary school.
130. After the school was constructed no barrier or fence was built around the creek to
protect the school children and others from this hazard.
131. This hazard is probably the most likely to cause loss of life and this danger has
existed in its present state now since the school opened four (4) or five (5) years ago.
132. Constructing a bather of some type to mitigate the risk for the Association, its
members and the public described in ¶ 127 through ¶ 131 needs to be completed immediately
and should be a top priority.
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133. The lake is well known for its fishing, which is permitted exclusively to members
and their guests.
134. Tenn. Code Ann. § 70-2-102 requires a license to fish with very few exceptions,
none which are applicable to the Association's lake or ponds.
135. Yet, there has been minimal enforcement of proof of fishing licenses, and
minimal enforcement of non-authorized fishing by non-members, exposing the Association to
further liability risks in various ways.
136. Furthermore, the security service (discussed in detail infra), that could legally
patrol these common areas, does little to patrol it and can only ask trespassers to leave; security
guards cannot issue court enforceable citations.
137. The Association needs to have the lake and ponds patrolled immediately by law
enforcement agencies with the authority to issue court enforceable citations for violations of state
wildlife laws and regulations and trespassing statutes.
138. The Board has also permitted boats to be stored on the shores, and in the water of
the lake, none of which have life preservers and could easily be operated by people without the
necessary safety provisions watercraft are required to have; another risk management failure.
139. The Association needs to adopt and enforce written policies to remove the hazards
in ¶ 137 and ¶ 138 to ensure that these hazards do not recur.
140. All of these issues pose liability risks for the Association and are not being
properly addressed or managed.
141. In addition, other improvements to the common area include: two (2) to three (3)
miles of paved walking paths around the lakes and ponds, a number of small wooden bridges
over the walking paths, (6) to seven (7) miles of hardwood split rail fencing, two (2) gazeboes,
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eight (8) public entrances to the subdivision of which six (6) include brick walls and other
structures delineating the subdivision's boundaries, a .3 mile in length paved alleyway; an
asphalt driveway on the top of the dam. a parking lot for vehicles and boat trailers. a boat ramp
and a pier, and several other natural and manicured common areas all of which are owned by the
Association.
142. Management of contractors to maintain and repair these common area assets is a
constant need.
143. The Association needs to maintain and repair these assets in11141 when identified
and as needed rather than postponing maintenance and repair.
144. In summary, risk assessment of the Association's property, mitigation of the
Associations liabilities. and project management, especially for complex, long-term, and large
projects, have been awful over the years, and what has been done has produced less than
satisfactory results.
Lack Of Expertise and a Location for Meetings
145. The Association has never employed anyone dedicated to managing such a
complex property with the necessary expertise (excluding studies), whether as an independent
contractor or employee. at least not for any appreciable length of time.
146. Absent from the Association owned property, is any enclosed, secure and air
conditioned and heated structure suitable for Board meetings or storage of Association records.
147. Over the years Board meetings have usually been held at a Board member's
home, or at some other location.
148. The fact that Board members have to meet in a Board member's home. or at some
other location. has also proved to be problematical, often resulting in Board members not
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attending when things get contentious or when the meetings are held some place not particularly
convenient.
149. To summarize, the Association has no one with the overall necessary knowledge,
skills and expertise who is specifically dedicated to properly manage the Association and its
property, and it has no place of its own to conduct its business.
150. The Association needs to immediately have someone with the requisite skills and
expertise to manage its diverse property holdings and assets, secure competitive bids, coordinate
and oversee contractor activities, and properly manage long-term projects within budgets.
151. The Association needs a convenient place for meetings and to conduct its business
affairs within six (6) months.
The 2012 Engineering Study
152. In 2012 an engineering study by Ledford Engineering revealed that there was a
need for between $1,200,000 to $1,500,000 in maintenance, repairs and replacement of assets,
some of which were considered urgent because of potential liability risks.
153. It was not until April 2018 that it was finally determined that some, perhaps a
significant number, of the projects identified in this study had been not completed; and this
determination occurred five (5) years after the Assessment was increased specifically to fund
these identified projects.
154. Moreover, Petitioners are certain that many new matters have arisen since, in
particular, issues that need attention as a result of construction of Riverwood Elementary School.
155. The Association needs to have all projects identified in the 2012 engineering
completed within twelve (12) months.
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Lack of Transparency and Access to Association Records and Documents
156. Although the Association maintains a website, its design has changed at least
three (3) times since 2013 and it has a history of being poorly maintained and not being
particularly informative, especially with regard to records and documents that members have a
right to inspect.
157. The primary reason for this lack of transparency is that successive Boards have
purposely withheld information from Association members and this continues to be the norm.
158. The Association does no research and development, holds no patents, does not
manufacture or produce any products, does not market or sell any services, has no competitors,
and does not possess any trade or business secrets that if known by its members would or should
harm the Association. so there is no valid reason to maintain secrecy as it does.
159. Provisions of the Association's CCR's require the Association to provide
insurance, and repairs and maintenance for the common area and to administer the Association.
160. The Association has entered into contracts and obtained insurance policies for
these purposes and the members have a right to have unencumbered access to them.
161. However, the Association members' and Board members' access to these records
and documents has been encumbered by contractors, often with explicit and implicit approval by
successive groups of Boards.
162. Requests by Association members. including Board members. arc often met with
denials for documents and records based on claims of confidentiality, which do not exist, by
independent contractors and which are often downright in violation of the Act (Tenn. Code Ann.
§§ 48-58-301(f). 48-66-102 and 48-66-108(0).
22
163. In summary, the basis for the Association and its agents (independent contractors)
to withhold Association information, documents, records, contracts, and insurance policies from
Association members and Board members is unfounded; yet. transparency, openness and access
to these records is still encumbered.
164. The Association needs to immediately post on its website Association annual
audits of financial statements. meeting minutes of the annual members meeting and special
members meetings, meeting minutes of special meetings of the Board, meeting minutes of all
committees of the Board and all actions taken by vote of the Board and of committees of the
Board.
165. The Association needs to immediately adopt a written policy that all Association
records, documents and information including contracts with vendors (the "Records"), excluding
only those records that could cause harm to Association members or involve attorney/client
privilege, are available to copy or electronically upon reasonable request to all Association
members.
166. The Association needs to immediately adopt a written policy that no vendor or
contractor to the Association may unilaterally or summarily withhold any of the records in r 165
from Association members and may not withhold any records whatsoever from Board members,
who may upon request have copies of all Association records, documents and information.
The Independent Contractors
The Management Company
167. For approximately fourteen (14) years Keith S. Collins Company, LLC (the
"Management Company") located at 3036 Centre Oak Way Germantown, TN 38138-6302, has
provided association and property management services to the Association, primarily as follows:
23
accounting and financial management, maintaining and storing official Association records,
communicating with members, vendor contract management, coordination of vendor activities,
procurement of insurance, and Board support.
168. The Association paid the Management Company $31,200 for these services plus
approximately $8,000 for other expenses and office fees for a total of approximately $40,000 in
2017.
169. Ms. Joyce Speicha has been the Management Company representative for most, if
not all of that time.
170. Although there is an annual audit of the Association's financial statements by an
accounting firm selected by the Management Company, there has not been a comprehensive
audit of the Association's financial records and accounting and fiscal practices by an
independent third-party accounting firm selected by the Board for at least five (5) years,
probably much longer.
171. The Association needs a thorough and comprehensive audit immediately of a
minimum of three (3) years of the Association's financial records and accounting and fiscal
practices by an independent accounting firm selected by and reporting to the Board; results of
this audit need to be posted on the Association's website.
172. Ms. Speicha has unilaterally withheld Association records, documents and
information from members, and most recently from a 2018 Board member, claiming that the
records were confidential and the Board member was not sufficiently trustworthy.
173. The Association needs to inform Ms. Spiecha and all members of Collins in
writing of its Records access policies (1 164 through ¶ 166) within seven (7) days of adopting
said policies.
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174. The contract between the Association and the Management Company includes
provisions for Collins to; "prepare for the Board's review and approval a budget for replacement
reserve items," "monitor the work of all service contractors," and "furnish insurance
professionals information needed to prepare insurance specifications and proposals for the
Board's review and approval".
175. The Management Company's performance of these provisions of the contract has
been exceedingly inadequate and ineffective.
176. In summary, the Management Company has: (a) withheld or encumbered access
to Association information, records, documents and contracts from members and Board members
without just cause, (b) performed poorly in managing long-term projects, (c) performed poorly in
obtaining the necessary expertise required to manage the unique challenges of the Association,
(d) failed to provide adequate long-term fiscal management strategies or alternatives to the
Board.
177. Perhaps more critically, the Management Company failed to recognize the
Association's liability risks and the potential harm to the members and to the public, and as a
result failed: (a) to secure an adequate risk assessment related to the lake, the dam, the regular
spillway, the concrete canal, and the creek adjacent to the elementary school's property, (b) to
recommend actions to mitigate or mediate the risks, and (c) to procure adequate insurance
coverage of various kinds, at the most reasonable premium for the Association, which its
contract with the Association requires it to do.
178. The most disconcerting issue with the Management Company, however, is the
relationship with two (2) other contractors: the law firm and the security contractor.
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179. The three (3) contractors operate together to dominate the Board and the
Association members, ensure that the Board stays weak and unable to challenge the dominance
of all three (3) contractors, and ensure that the Board and the Association remains dependent
upon all three (3).
180. The Association needs to immediately adopt, through written resolution by
majority vote of the Board, a written conflict of interest policy for its contractors.
The Law Firm
181. The law firm Dinkelspiel, Rasmussen and Mink ("DRM") located at 1669 Kirby
Parkway, Suite 106, Memphis, TN 38120 provides legal services to the Association including
collection of past due Assessments.
182. The attorneys presently assigned to the Association are Mr. Peter D. Baskind and
Mr. Brandon McNary.
183. DRM is not retained pursuant to a contract, but is hired by the Management
Company on an ad hoc basis.
184. DRM was paid approximately $47,000 for services rendered in 2017.
185. The contract between the Management Company and the Association contains
provisions that empower the Management Company to secure and coordinate legal services for
the Association and the Management Company chooses DRM.
186. Pertinent provisions of that contract are Section 2.B.a, k and p which state:
".....Coordinate collections effort with attorney regarding the timing of filing

liens and lawsuits suspension of privileges if applicable, and additional
assessments for collection costs",
Section 2.B.k. which states:

"Coordinate filing of civil warrants and liens with counsel selected by Collins if
necessary to pursue delinquent Association dues or special assessments" and
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Section 2B.p. which states:
"Assist Association counsel in addressing violations that require legal
intervention."
187. Although DRM claims to be the Association's corporate counsel, since it is in
actuality engaged on an ad hoc basis by Collins, it does not do many things that are expected of
corporate counsel, such as amend Bylaws, maintain independence, guard against conflicts of
interest, and ensure that it acts in the best interest of the Association.
188. In the past five (5) years, according to the Association's Board Meeting Minutes,
DRM has not negotiated, reviewed, or approved any contracts entered into by the Board on
behalf of the Association even though there have been many: management contract, security
contract, landscaping contract, insurance policies, contracts for services (paving, major
maintenance projects, etc.).
189. This ad hoc employment of DRM by Collins means they are engaged in a
mutually beneficial business partnership, which makes DRM subject to conflicts of interest.
190. The legal services business of the Association is secure for DRM provided that
Collins maintains the Association's property management contract; without that Management
contract in place, DRM would easily lose the Association's business.
191. Many of the issues raised in this petition, especially the appointment of a receiver,
could affect the financial interests of Collins and DRM.
192. Unfortunately, DRM has chosen to oppose the requests of the Petitioners in the
Original Petition in a highly adversarial manner, rather than remain neutral.
193. In summary, the business relationship between Collins and DRM is not only
mutually beneficial for them it is also mutually dependent; both depend upon the other to
27
maintain the Association's business thus. creating constant conflicts of interest for DRM when
attempting to represent the best interest of the Association.
194. The Association needs to immediately bifurcate its corporate attorney function
from the litigation function and contractually engage these separate attorneys itself rather than
permit the Management Company to select and hire either.
Security/Courtesy Patrol Company
195. In approximately 2002 or 2003, the Board, which was still then controlled by the
developer, entered into a contract to provide a courtesy patrol" throughout the Subdivision.
196. The "courtesy patrol" initially was used to provide a visible deterrence to theft of
construction materials and supplies for construction contractors who the developer needed to
complete the Subdivision.
197. The developer used Assessment funds for the courtesy patrol, which were paid by
property owners.
198. This practice of using Assessment funds for security services had the unintended
but ultimate consequence of preventing funding of adequate insurance and of funding an
adequate financial reserve, which was necessary to provide for maintenance. repairs and
replacement of the Association's assets.
199. In 2006, the contract for the courtesy patrol was awarded to Ambassador
Worldwide Protection Agency, Inc. ("Ambassador") with its primary and likely only business
operation located at 8111 Walnut Run Road, Suite 101, Cordova, TN.
200. From the beginning, Ambassador's President, Mr. Thomas W. Bolling, adopted
an aggressive approach in fulfilling the duties of a courtesy patrol in a residential community. (It
should be noted that Mr. Bolling is also a resident of the Subdivision, but not a homeowner.)
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201. Some residents and Board members legitimately questioned Mr. Bolling's
common assertion that he was contractually obligated, and had the statutory authority to respond
to residents' requests to enforce laws on public and private property, within the boundaries of the
Subdivision.
202. No actions were taken by the developer or by successive Boards to curtail Mr.
Bolling's activities, which included responding to residents' calls for law enforcement services
even though doing so was not a provision of the contract with the Association.
203. In 2013, Mr. Bolling was involved in incidents that were brought to the attention
of the Board, including a serious incident with the twenty-five (25) year old daughter of a
property owner, whose mother was coincidentally a Board member; Mr. Bolling used a taser
weapon on the young woman with potentially deadly or life debilitating consequences.
204. At the scheduled August 2013 Board meeting, the Board voted unanimously to
terminate the agreement with Ambassador but, there was an alleged irregularity with the Board's
proceedings.
205. There were some claims that the mother (who was a Board member) of the young
woman involved in the incident should have recused herself; that position was supported by
DRM.
206. The termination action by the Board was within the terms of the agreement
between the Association and Ambassador and was, therefore, done legally.
207. Before the Board could contract with another company, as a result of actions by
Mr. Bolling, a small group of property owners complained to some, but not all, Board members
resulting in these few Board members insisting on reconsidering their previous action of
terminating Ambassador.
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208. In a subsequent vote by a small majority (no actual meeting was held; instead
voting was done by email) Ambassador was temporarily reinstated, pending a more thorough
investigation. (It should be noted that this vote violated Tenn. Code Ann. § 48-58-202(a) and the
Association's Bylaws, Article V.)
209. Ambassador was subsequently reinstated, no thorough investigation occurred,
even though that was agreed to be done before the contract with Ambassador was to be reviewed
and renegotiated.
210. Upon the advice of DRM a letter was sent to every property owner that
Ambassador had been reinstated upon unanimous vote of the Board, which was not an entirely
accurate statement, since one of the members was recused who was opposed, and another was
opposed to any permanent reinstatement without a serious investigation.
211. In March 2014, lawsuits were filed by the young woman involved in the tasing
incident and her parents against the Association and Ambassador; both were settled in mid-2015
and early 2016, respectively.
212. The Management Company was the liaison between the Board and the attorneys
representing the Association's insurance carrier; Board meeting minutes indicate no meaningful
briefings of the Board related to this serious matter.
213. In particular, there is no indication of any concern or interest by the Board of
identifying any needed actions required by the Board to mitigate or prevent such an incident
from occurring in the future in order to protect the Association and its members.
214. Although the Board has had a member be a liaison between the Board and
Ambassador, none of these individuals has possessed any experience or knowledge in public
safety, law enforcement, security, or risk assessment.
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215. Furthermore, the Board, the Management Company and DRM have refused to
provide information to property owners concerning Ambassador's activities within the
Subdivision and no such information is included in Board meeting minutes for the past three (3)
years, possibly much longer.
216. The Association needs to immediately obtain and continue obtaining information
from Ambassador regarding its activities within the Subdivision and make that information
available to Association members in summary form on the website and available in detail as part
of the Association's Records access policy (see ¶ 164 through ¶ 166).
217. Through mid-2016 Ambassador continued operating under the initial contract
with the Association executed in August 2006 and the Board continued to permit Ambassador to
use armed security guards in the Subdivision, even though the contract was specifically for
unarmed security guards and the Association had settled a lawsuit as a result of the use of a
weapon by Bolling on a member's daughter.
218. In May 2016, after the aforementioned lawsuit was settled, the Board approved a
new contract with Ambassador for unarmed and armed security guards.
219. Not only did the Board contract for security services for the Association owned
common area, the Board contracted for security services for the entire Subdivision and for every
property owner.
220. Although the contract indemnifies the Association, Ambassador only has
$1,000,000 of insurance coverage which is grossly inadequate for armed security guards.
221. The contract does not require Ambassador to indemnify property owners nor is
there insurance through the Association to cover the property owners, and nor does Ambassador
have insurance to cover the property owners.
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222. By executing this contract the Association created a significant liability risk for all
of the one thousand one hundred thirty-four (1,134) property owners (which includes
approximately one hundred (100) to one hundred twenty-five (125) rental properties owned by
individuals, real estate investment trusts, limited liability corporations and other legal entities),
the renters of said rental properties and the eighty (80) to eighty-five (85) small home—based
businesses within Riverwood Farms not just because these parties are not indemnified but,
because Ambassador does not have governmental immunity.
223. Moreover, this liability risk was created by the Association without the
knowledge of any of the aforementioned parties and without their express permission.
224. At the February 2018 Board meeting by Mr. McNary (a DRM attorney) strongly
encouraged the Board not to contract for armed private protective security services because of
the extraordinary liability risk to the Association; the contract subsequently automatically
renewed and remains in force.
225. The Association needs to immediately cease contracting for armed security guards
including prohibiting armed supervisory personnel of the security company throughout the
Subdivision.
226. There has been and continues to be a major difference of opinion regarding the
meaning of the Association's CCRs, Article V, Covenants for Maintenance Assessments,
Sections 1 and Section 2, the pertinent parts of which are as follows:
"Section 1. Creation of the lien and Personal Obligation of Assessments. ...

[E]ach Owner of any Lot, at the time of acceptance of a deed therefore ... is
deemed to covenant and agree to pay to the Association: (1) annual or monthly
assessments or charges, and (2) special assessments to be fixed, established and
collected from time to time as herein provided. The imposition of assessment for
maintenance, improvements, insurance, administration and repairs of Limited
Common Areas may be imposed monthly or as special assessments ... The
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annual and special assessments ... shall be a charge on the land and shall be a
continuing lien upon the property against which each assessment is made.
Section 2. Purpose of Assessments. The assessments levied by the Association

shall be used exclusively for the purpose of promoting the recreation, health,
safety and welfare of the residents in the Property and, in particular, for the
improvement and maintenance of the Property, its services and facilities,
including utility costs for lighting and watering as related to the use of the
Common Area." (emphasis added)
227. Some Association members are of the opinion that "promoting the recreation,
health, safety and welfare of residents," empowers the Association to hire a security patrol for
the entire subdivision, and empowers the Association to provide a security service for their
individual personal property and dwelling, and not just for the common area.
228. Over time some Association members have developed the perception that they are
entitled to a security service for their home and family provided by the Association.
229. If the Board has this broad authority to use Assessment funds under the
generalized catch-all clause, "promoting the recreation, health, safety and welfare of residents,"
then the question arises as to whether the Board can also use Assessment funds, to provide other
things.
230. For example could the Board provide boats or other recreational devices for use
on the lake (promoting recreation), or things like day care services, flu shots, health clinics, yoga
classes or health club memberships (any of which could promote the health, safety and general
welfare of the residents)?
231. Additionally, this particular provision of the CCRs could be read to permit the
Board to provide members with even greater benefits to individual members: i.e., utilities,
landscaping, lawn care, pest control, home intrusion alarm, home repair, or even health insurance
or any number of other services.
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232. Such an interpretation seems ludicrous, but is definitely plausible given Mr.
Baskind's analysis in a letter dated May 24, 2017, in response to an Association member's
questions regarding the Board's authority to contract for courtesy patrol/security service.
233. Mr. Baskind stated that the Tennessee Nonprofit Corporation Act "is very clear
all powers are vested in the Board Thus, the Board of Directors may enter into contracts that it
deems in the interest of its Members." (emphasis added)
234. Of course, it is quite evident that when the statute says the Board "may enter into
contracts," (emphasis added) it does not mean that the statute gives the Board the right to do so
if the Governing Documents specifically or impliedly suggest otherwise.
235. The CCR's "restrictions" apply to the Board as well as to the members.
236. Contracting when specifically disallowed, or when impliedly disallowed, would
be an ultra wires act when the Board has no such authority.
237. Other property owners are of the opinion that the Association, by its Governing
Documents only has the authority to provide security services for the common area; not for any
other property within the Subdivision.
238. Furthermore, the secrecy of the Association, the Management Company, DRM
and Ambassador, and the heavy handedness of the way they operate together, poses the question
of whether or not the manner in which security services are contracted, paid and delivered is a
protection racket.
239. Packaging the security services and bundling payment through the Association
makes the delivery of discreet contract private protective security services appear to be
ubiquitous to property owners, indistinguishable as discreet services, therefore, inseparable.
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240. Property owners who refuse to pay the Assessment, or dispute the Association's
authority to force them to pay for unwanted security services by deducting a portion of their
Assessment, are faced with collection fees, liens against their property, legal action and possibly
foreclosure in extreme circumstances.
241. Surely the Legislature of the State of Tennessee did not intend for the scope of the
Association's authority to contract to be as unlimited as Baskind suggests (see ¶ 233) and,
therefore, potentially an outrageous and intrusive infringement on property owners' rights of
ownership.
242. Furthermore, Association members have no rights under the contract between
Ambassador and the Association because they are not parties to the contract.
243. Ambassador is contractually responsible only to the Association and not to one
thousand one hundred thirty-four (1,134) individual property owners, to the real estate
investment firms or to any of the other parties previously mentioned.
244. Ambassador operates with impunity within the Subdivision without reasonable
oversight, scrutiny, or review because pertinent information is hidden from Association
members.
245. Collins, DRM and successive Boards have adamantly supported providing
security service as is currently done and with a particular vendor, Ambassador.
246. At no time has DRM recommended filing, nor has it filed a declaratory judgment
action, to determine how a court would view the Association's contracts with Ambassador
specifically, or a similar contract with any other security service.
247. On the contrary, DRM has opposed such an action, which contradicts their duty to
act in the best interest of the Association, as has Collins.
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248. The Association needs a declaratory ruling from the court (see details infra)
within three (3) months to determine the Association's authority to contract and pay for security
services for property not owned by the Association using Assessment funds.
249. If the court determines that the Association is legally empowered and may legally
contract and pay for security service for property that it does not own (see ¶ 198 through ¶ 244)
then, the Association needs to prioritize paying for all other maintenance, repairs, replacements,
improvements, insurance and administration as essential and primary pursuant to the CCRs and
paying for security service for property not owned by the Association as non-essential and
secondary.
250. Furthermore, if the court determines that the Association is legally empowered
and may legally contract and pay for security service for property that it does not own then, the
Association needs to (a) inform all property owners of their liability risk within seven (7) days of
said ruling, (b) immediately demand that the security contractor provide adequate liability
insurance coverage based upon an independent risk assessment, (c) immediately demand that the
security contractor indemnify every property owner within the contract with the Association, and
(d) immediately demand that every property owner be added as an additional name insured in the
security contractor's liability insurance policy.
251. If the court determines that the Association is not legally empowered and may not
legally contract and pay for security service for property that it does own (11198 through ¶ 244)
then, the Association needs to consider implementing other forms of security that would not
violate the court's order within fifteen (15) days of the Court's decision and implement an
alternative security program within six (6) months or as soon thereafter as practical.
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252. Irrespective of the court's ruling (11 248 through ¶ 252) the Association needs to
develop, promote and implement within eighteen (18) months, through the Board and
committees of the Board, a comprehensive public safety strategy for the Subdivision.
The Grounds and Landscaping Company
253. Routine grounds keeping and landscaping are provided by Echo Systems located
at 4926 Old Summer Rd, Memphis, TN 38122 under a two (2) year maintenance contract.
254. The Association pays approximately $67.000 for grounds keeping and
landscaping.
255. Echo also provides maintenance and repair services on a project basis.
256. Approximately, $150,000 was spent in 2017 primarily for split-rail fence
replacement.
257. Noticeably absent from the contract are provisions that Echo provide general
liability insurance coverage, workmen's compensation coverage for its employees, and
indemnification of the Association related to Echo's and its employees' activities while
working in the Subdivision.
258. This too, represents another potential liability risk for the Association that has
not been addressed by the Management Company or the Board for years.
259. The Association needs to have Echo provide proof of insurance within one (1)
month and require that Echo secure the requisite insurance before they resume any work for
the Association.
260. The Association needs to hire or otherwise secure the requisite expertise to
manage its property beyond that available from a grounds and landscaping company.
The Board of Directors, and a History of Its Actions

and Inactions, and Poor Decisions
37
261. In 2008 or 2009 the ninety percent (90%) threshold of sold lots occurred,
requiring the developer to relinquish control of the Association to the property owners.
262. At that time all seven (7) directors were property owners elected to serve a one (1)
year term by Association members pursuant to the Governing Documents.
263. This new Board included three (3) property owners who had served as directors
for some time while the Association was controlled by the developer.
264. The Board is tasked with governing the Association including establishing policy,
and managing and operating the business affairs of the Association within the Board's authority
to act pursuant to the Governing Documents, the Act, and other applicable local ordinances, state
statutes, and federal laws and regulations.
265. Pursuant to the Governing Documents, the major legal and fiduciary
responsibilities of the Association, through its elected Board, are to maintain and preserve the
common area and its value, and the architectural integrity of dwellings within the Subdivision.
266. Through 2012 successive Boards continued operating as had been done during the
time that the developer controlled the Association.
267. These successive Boards did not adopt, by written resolution, any customary
governance practices to effectively fulfill their duties and obligations as a Board of a large
homeowners association.
268. The Boards essentially continued the same fiscal policies as the developer but,
over time, more and more of the Association's Assessment funds were not used for maintenance
repairs, or improvements, but instead were used for a security service.
269. In late 2012 after learning of the need for extensive maintenance, repairs and
replacement of Association assets the Board had no choice but to increase the Assessment in
38
2013 from $300 to $500; funds had been used to pay for security services rather than maintain
the common area assets.
270. Many homeowners were unhappy about the significant increase and at a special
members meeting attempted to have the increase rescinded or remove the Board; both efforts
failed.
271. In 2013 not only were the members hit with a substantial increase in the
Assessment to pay for past neglected maintenance, but as previously mentioned Mr. Bolling was
involved in serious incidents in the Subdivision.
272. In November 2013, at the Association's Annual Members Meeting, all except one
(1) of the incumbent directors were replaced by vote of the members; every new director elected
for 2014 supported retaining Ambassador.
273. The Association needs to include in its conflict of interest policy for contractors
(see ¶ 180) provisions to prohibit contractors from engaging in or attempting to influence
Association governance, management and operations whatsoever.
274. Beginning with the class of directors in 2014 the number of regular Board
meetings declined as did attendance at Board meetings.
275. In 2015 through 2017 it was a frequent occurrence for Board meetings to be
cancelled because of an insufficient number of directors to constitute a quorum.
276. Suffice it to say, the last several years of Board leadership has been woefully
inadequate.
277. The Association needs to immediately adopt a policy, through a written resolution
by a majority vote of the Board, for removal of Board members for cause who fail to attend a
specified number of regular Board meetings.
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278. Absent Board leadership, the Management Company, DRM and Ambassador
have assumed far greater influence in governance, making policy decisions, and especially with
respect to the use of Association funds.
279. In November 2017 a new class of directors was elected: Mr. Paul Westpahl, Ms.
Karen Grider, Ms. Janice Tankson, Mr. Michael Poindexter, Mr. Tom Krajenta, Mr. Michael
Pickens and Mr. Johnny Pulliam.
280. Three (3) members of the 2017 Board, Mr. Krajenta, Mr. Pulliam and Mr.
Pickens, have attempted to address issues related to security, the lack of a financial audit and
other vendor contracts including with the Management Company, Ambassador and Echo
Systems.
281. They have attempted to no avail to have the Board meet to adopt policies to
improve Board management and operation of the Association's business affairs.
282. Their efforts have been met with resistance by the other four (4) Board members
and by the Management Company.
283. The Association needs to adopt within six (6) months, through written resolutions
by a majority vote of the Board, usual and customary operating policies.
284. These operating policies (1 283) need to include but are not limited to: (a)
codifying the number of directors, (b) defining officer positions, (c) designating and defining
officers' duties responsibilities and authority, (d) defining and implementing a code of ethical
conduct for Board members; defining and implementing a conflict of interest policy for vendors
and contractors, (e) designating, defining and implementing a policy for documenting Board
decisions, (f) designating, defining and implementing policies and procedures for removal of
40
Board members for cause by the Board, and (g) designating, defining and implementing policies
and procedures for appointing individuals to vacant Board positions.
285. Sincere efforts to resolve this serious and fundamental matter of the Board's
authority to use Assessment funds have been futile as have been efforts to resolve the matter of
members and Directors access to and rights to review Association records including contracts
with vendors.
CAUSES OF ACTION
PAST AND PRESENT NEGLIGENCE AND INTENTIONAL ACTS OF THE

ASSOCIATION BY ITS BOARD, OFFICERS AND AGENTS
286. The Association, through the actions of its board, its officers and its agents has
negligently failed to do or intentionally refused to do the following. but not limited to the
following.
287. It has negligently failed to conduct annual members meetings in accordance with
provisions of the Tennessee Non-Profit Corporation Act (Tenn. Code Ann. § 48-51-101 et seq.).
288. It has negligently failed at annual members meetings to provide prospective
candidates for Board positions reasonable opportunity to express his or her qualifications,
experience, views and positions.
289. It has negligently failed at the annual members meetings to provide members an
opportunity to ask questions of prospective Board members.
290. It has intentionally refused at the annual members meetings to provide members
an opportunity to ask questions of prospective Board members.
291. It has negligently failed to study and adhere to and/or comply with the provisions
of the Association's By-laws.
41
292. It has intentionally refused to adhere to and/or comply with the provisions of the
Association's By-laws after being admonished of their refusal to adhere to and/or comply with
them.
293. It has negligently failed to study and properly adhere to and/or comply with the
provisions of the Association's Declaration of Covenants, Conditions and Restrictions.
294. It has intentionally refused to adhere to and/or comply with the provisions of the
Association's Declaration of Covenants, Conditions and Restrictions after being admonished of
their refusal to adhere to and/ or comply with them.
295. It has negligently failed to provide Board members pertinent information
regarding the Association and its affairs.
296. It has intentionally refused to provide Board members pertinent information
regarding the Association and its affairs.
297. It has intentionally withheld Association records, documents and information
from Board members.
298. It has negligently failed to adopt written operating polices by resolution of a
majority vote of the Board.
299. It has intentionally refused to adopt written operating policies by resolution of a
majority vote of the Board.
300. It has negligently failed to designate, define, implement, adhere to and comply
with a conflict of interest policy.
301. It has intentionally refused to designate, define, implement, adhere to and comply
with a conflict of interest policy.
42
302. It has negligently failed to identify and designate directors' and officers' duties,
responsibilities and authority.
303. It has intentionally refused to identify and designate directors' and officers'
duties, responsibilities and authority.
304. It has negligently failed to establish, define and designate written fiscal and
financial management policies and practices by resolution of a majority vote of the Board.
305. It has intentionally failed to establish, define and designate written fiscal and
fmancial management policies and practices by resolution of a majority vote of the Board.
306. It has negligently failed to have periodic comprehensive audits of the

Association's financial records and fiscal practices conducted by an independent accounting firm
selected by and reporting to the Board.
307. It has intentionally refused to have periodic comprehensive audits of the
Association's financial records and fiscal practices conducted by an independent accounting firm
selected by and reporting to the Board.
308. It has negligently failed to identify and assess liability risk for the Association.
309. It has intentionally refused to identify and assess liability risk for the Association.
310. It has negligently failed to employ the necessary expertise capable of adequate
insurance and financial risk assessment.
311. It has negligently failed to insure properly and adequately insure the Association
and protect it, its members and the public
312. It has negligently failed to keep the premises owned by the Association safe.
313. It has negligently failed to maintain the premises owned by the Association.
314. It has intentionally refused to maintain the premises owned by the Association.
43
315. It has negligently failed to adopt written conflict of interest policies for
contractors by resolution of a majority vote of the Board.
316. It has intentionally refused to adopt written conflict of interest policies for
contractors by resolution of a majority vote of the Board.
317. It has negligently failed to provide members with pertinent information regarding
the Association and its affairs.
318. It has intentionally refused to provide members with pertinent information
regarding the Association and its affairs
319. It has negligently failed to properly call Board meetings.
320. It has intentionally refused to properly call Board meetings.
321. It has negligently failed to properly provide notice of Board meetings.
322. It has intentionally refused to properly provide notice of Board meetings.
323. It has negligently failed to properly vote without a meeting.
324. It has intentionally refused to properly vote without a meeting.
325. It has negligently permitted contractors to establish Board policies.
326. It has intentionally permitted contractors to establish Board policies.
327. It has negligently permitted contractors to engage in and influence Association
governance and management matters.
328. It has intentionally permitted contractors to engage in and influence Association
governance and management matters.
329. It has negligently failed to identify and assess liability risk for Association
members.
44
330. It has intentionally refused to identify and assess liability risk for Association
members.
331. It has negligently created liability risk for Association members.
332. It has intentionally created liability risk for Association members.
333. It has negligently failed to provide notice to Association members of their liability
risk created by the Association.
334. It has intentionally refused to provide notice to Association members of their
liability risk created by the Association.
335. It has intentionally failed at a duly called and held meeting of the Board to
properly vote to approve legal counsel.
336. It has intentionally failed to hire legal counsel to assure adherence to and or
compliance with all provisions of the Association's Governing Documents, as well as state
statutes and common law and regulations.
337. It has negligently failed to hire legal counsel without conflicts of interest and who
are independent of all other contractors and outside influences.
338. It has intentionally refused at a duly held meeting of the Board to properly vote to
approve vendor contracts.
339. It has negligently failed to properly vote on Board vacancies when elected board
members resigned.
340. It has intentionally threatened to remove duly elected Board members without just
cause.
341. It has intentionally failed to assess dues at a rate that would meet provisions of the
Declaration of Covenants, Conditions and Restrictions to provide maintenance, repairs,
45
improvements, and insurance for the Association's assets and for administration of the
Association.
342. It has negligently failed to employ the necessary expertise and skill required to
successfully manage and maintain the unique property of the Association.
343. It has negligently failed to protect the voting rights of duly elected Board
members.
344. It has intentionally refused to protect the voting rights of duly elected Board
members.
345. It has negligently failed to use Association Assessment funds for the common
area.
346. It has intentionally refused to use Association Assessment funds for the common
area.
347. It has negligently used Association Assessment funds for property not owned by
the Association.
348. It has intentionally used Association Assessment funds for property not owned by
the Association.
349. It has negligently failed to use increases in Assessment funds to complete projects
identified in a 2012 engineering study.
350. It has negligently failed to adequately provide oversight and project management
to complete projects identified in a 2012 engineering study.
351. It has negligently failed to adopt: written rules of use; boat safety guidelines and
requirements; prohibited beverage and weapons policies; and enforcement standards, procedures
and penalties for the lake and/or the common area by resolution of a majority vote of the Board.
46
352. It has negligently failed to seek declaratory judgment rulings by a court when
needed to interpret the provisions of the Association's Governing Documents when major and
consequential, different and conflicting interpretations occurred.
needed to determine the Board's scope of authority related to contracting for services for
property not owned by the Association.
needed to determine the Board's scope of authority related to using Association Assessment
funds to pay for services for property not owned by the Association.
355. It has intentionally accused Petitioner Board members of conflicts of interest
which were not related to actions that would result in personal loss or gain.
356. It has intentionally and falsely accused Petitioner Board members of seeking gain
for them or family members through their position as Board members.
357. The proximate cause of such negligence and intentional conduct has resulted in
harm to the Association and its members and Petitioners pray the court enjoin the Association
from committing these acts in the future, and request the court order the Association to remedy
the past harm done to the Association and its members to the extent feasible.
PAST AND PRESENT FAILURE OF THE ASSOCIATION, ITS DIRECTORS,

OFFICERS AND AGENTS TO COMPLY WITH STATE LAWS GENERALLY AND
SPECIFIC STATUTES
358. The Association, through its Board, its officers or its agents, has failed to comply
with the following state laws, but its noncompliance is not limited to the following laws.
359. The Association failed to comply with the Tennessee Non-Profit Corporation Act
(Tenn. Code Ann. § 48-51-101 et seq.).
47
360. The Association has failed to comply with the Tennessee Safe Dam Act, supra.
361. The Association has failed to comply with the Tennessee Water Quality Control
Act, supra.
362. The Association has failed to comply with Tenn. Code Ann. § 70-2-102 which
requires a license to fish with very few exceptions none which are applicable to the Association's
lake or ponds.
363. The Association has failed to comply with Tenn. Code Ann. § 48-58-101(b)
regarding the exercise of corporate power and board authority which states:
"(b) Except as provided in chapters 51-68 of this title or subsection (c), all
corporate powers shall be exercised by or under the authority of, and the affairs of
the corporation managed under the direction of, its board."
364. The Association has failed to comply with 48-57-101(c) (1) regarding annual
meetings which states:
"At the annual meeting:
(1) The president and chief financial officer shall report on the activities and
financial condition of the corporation."
states:
"(a) A board of directors must consist of three (3) or more natural persons, with
the number specified in or fixed in accordance with the charter or bylaws.
(b) The number of directors may be increased or decreased (but to no fewer than
three (3)) from time to time by amendment to, or in the manner prescribed in, the
charter or bylaws."
366. The Association has failed to comply with Tenn. Code Ann. § 48-58-201(a) and
(b) which state:
"(a) If the time and place of a directors' meeting is fixed by the bylaws or the
board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this
48
state. Unless the charter or bylaws otherwise provide, special meetings of the
board of directors may be called by the presiding officer of the board, the
president, or any two (2) directors."
367. The Association has failed to comply with Tenn. Code Ann. § 48-58-203(b)
which states:
"(b) Unless the charter, bylaws or subsection (c) provide otherwise, special
meetings of the board must be preceded by at least two (2) days' notice to each
director of the date, time, and place, but not the purpose, of the meeting."
368. The Association has failed to comply with Tenn. Code Ann.§ 48-58-202 (a)
which states:
"(a) Unless the charter or bylaws provide otherwise, action required or permitted
by chapters 51-68 of this title to be taken at a board of directors' meeting may be
taken without a meeting. If all directors consent to taking such action without a
meeting, the affirmative vote of the number of directors that would be necessary
to authorize or take such action at a meeting is the act of the board. The action
must be evidenced by one (1) or more written consents describing the action
taken, signed by each director, and included in the minutes filed with the
corporate records reflecting the action taken."
369. The Association has failed to comply with Tenn. Code Ann. § 48-58-205(a)
which states in pertinent part:
"(a) Except as otherwise provided in chapters 51-68 of this title, the charter or
bylaws, a quorum of a board of directors consists of a majority of the directors in
office immediately before a meeting begins. In no event may the charter or
bylaws authorize a quorum of fewer than the greater of one third (1/3) of the
number of directors in office or two (2) directors"
370. The Association has failed to comply with Tenn. Code Ann. §§ 48-58-206 (a) and
(b) (1) and (2) and (c) which state:
"(a) Unless the charter or bylaws provide otherwise, a board of directors may
create one (1) or more committees of the board. A committee may consist of one
(1) natural person. Except as provided in § 48-58-703, members of committees of
the board of directors may be members of the board of directors or other natural
persons, and they shall serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be
approved by the greater of:
49
(1)A majority of all the directors in office when the action is taken; or
(2)The number of directors required by the charter or bylaws to take
action under § 48-58-205.
(c) Sections 48-58-201 -- 48-58-205, which govern meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
board, apply to committees of the board and their members as well."
371. The Association has failed to comply with Tenn. Code Ann. § 48-58-111 (a) (2)
which states:
"(a) Unless the charter or bylaws provide otherwise, and except as provided in
subsections (b) and (c), if a vacancy occurs on a board of directors, including a
vacancy resulting from an increase in the number of directors or a vacancy
resulting from a removal with or without cause:
(2) The board of directors may fill the vacancy."
372. Successive groups of Board members have failed to comply with Tenn. Code
Ann. §§ 48-58-301 (a) (1), (2) and (3) which state:

"(a) A director shall discharge all duties as a director, including duties as a
member of a committee:
(1)In good faith;
(2)With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and
(3)In a manner the director reasonably believes to be in the best interests
of the corporation."
373. The Association has failed to comply with Tenn. Code Ann. § 48-58-401 (c)
which states:
"(c) The bylaws or the board of directors shall delegate to one (1) of the officers
responsibility for preparing minutes of the directors' and members' meetings and
for authenticating records of the corporation."
states:
"Each officer has the authority and shall perform the duties set forth in the bylaws
or, to the extent consistent with the bylaws, the duties prescribed by the board of
directors or by direction of an officer authorized by the board of directors to
prescribe the duties and authority of other officers,"
50
375. The Association has failed to comply with Tenn. Code Ann. § 48-66-101(a) and
(d) which state:
"(a) A corporation shall keep as permanent records minutes of all meetings of its
members and board of directors, a record of all actions taken by the members or
directors without a meeting, and a record of all actions taken by committees of the
board of directors in place of the board of directors as authorized by § 48-58-
206(d).
(d) A corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time."
376. The Association has failed to comply with Tenn. Code Ann. § 48-66-101(c)
which states:
"(c) A corporation or its agent shall maintain a record of its members in a form
that permits preparation of a list of the names and addresses of all members, in
alphabetical order by class showing the number of votes each member is entitled
to vote."
377. The Association has failed to comply with Tenn. Code Ann. § 48-66-102 et. seq.
which state:
"(a) Subject to § 48-66-103(c), a member is entitled to inspect and copy, during

regular business hours and at a reasonable location specified by the corporation,
any of the records of the corporation described in § 48-66-101(e) if the member
gives the corporation a written demand at least five (5) business days before the
date on which the member wishes to inspect and copy.
(b) A member is entitled to inspect and copy, during regular business hours and at
a reasonable location specified by the corporation, any of the following records of
the corporation if the member meets the requirements of subsection (c) and gives
the corporation written notice at least five (5) business days before the date on
which the member wishes to inspect and copy:
(1) Excerpts from any records required to be maintained under § 48-66-
101(a), to the extent not subject to inspection under subsection (a);
(2) Accounting records of the corporation; and
(3) Subject to § 48-66-105, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) only
if:
(1) The member's demand is made in good faith and for a proper purpose;
(2) The member describes with reasonable particularity the purpose and
the records the member desires to inspect; and
(3) The records are directly connected with the purpose for which the
demand is made.
51
(d) The right of inspection granted by this section may not be abolished or limited
by a corporation's charter or bylaws.
(e) This section does not affect:
(1) The right of a member to inspect records under § 48-57-201 or, if the
member is in litigation with the corporation, to the same extent as any
other litigant; or
(2) The power of a court, independently of chapters 51-68 of this title, to
compel the production of corporate records for examination."
378. The Association has failed to comply with Tenn. Code Ann. § 48-66-108 (a)
which states:
"(a) A director of a corporation is entitled to inspect and copy the books, records
and documents of the corporation at any reasonable time but not for any purpose
or in any manner that would violate any duty to the corporation."
379. The proximate cause of such failure to comply with the foregoing statutes has
resulted in harm to the Association and its members and Petitioners pray the court enjoin the
Association from committing these acts in the future, and request the court order the Association
to remedy the past harm done to the Association and its members to the extent feasible.
PAST AND PRESENT FAILURE OR REFUSAL OF THE BOARD, ITS, OFFICERS

AND AGENTS TO COMPLY WITH THE ASSOCIATION'S GOVERNING
DOCUMENTS
380. The Association, through its board, its officers and its agents has negligently
failed to comply with or intentionally refused to comply with the following provisions of the
Association's Governing Documents, but its noncompliance is not limited to the following
provisions.
381. The Association has failed to comply with its Bylaws, Article 11.2 which states:
"The number of directors shall be fixed from time to time by the Members, or
a majority of the entire board of directors, but shall never be less than the number
required by law. T.C.A. 48-802."
52
382. The Association has failed to comply with Association's Bylaws, Article 11.3
which states in pertinent part:
"Special meetings may be called at any time by the chairman of the board,
president, or any (2) directors T.C. (sic) 48-808(1)."
383. The Association has failed to comply with its By-laws, Article 11.4 which states in
pertinent part:
"Special meetings shall be held upon notice sent by any usual means of
communications not less than three (3) days before the meeting. TC (sic) 48-
808(2)."
384. The Association has failed to comply with its Bylaws, Article 11.5 which states in
pertinent part:
"The presents (sic) of a majority of the directors shall constitute a quorum for the
transaction of business. T.C.A. 48-102(q)."
385. The Association has failed to comply with its Bylaws, Article 11.6 which sates in
pertinent part:
"The board of directors, by resolution adopted by a majority of its members may

designate an executive committee, consisting of two or more directors, and other
committees consisting of two or more persons, who may or may not be
directors..."
386. The Association has failed to comply with its Bylaws, Article 111.3 which states:
"All officers shall have such authority and perform such duties in the management
of the corporation as are normally incident to their office and as the board of
directors from time to time provide. T.C.A. 48-811 (3)."
387. The Association has failed to comply with its Bylaws, Article V which states:
"Whenever the members or directors are required or permitted to take any action
by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by all the persons or entities entitled to vote
thereon. T.C.A.48-1402(1)."
53
388. The Association has failed to comply with its Declaration of Covenants,
Conditions and Restrictions, Article V, Section 2 which states:
"The assessments levied by the Association shall be used exclusively for the
purpose of promoting the recreation, health, safety and welfare of the residents in
the Property and, in particular, for the improvement and maintenance of the
Property, its services and facilities, including utility costs for lighting and
watering as related to the use of the Common Area."
389. The Association has failed to comply with its Declaration of Covenants,
Conditions and Restrictions, Article XI which pertinent part states:
"Insurance for the Common Area and Limited Common Area shall be carried and
paid for by the Association."
390. The proximate cause of such failure to comply with the Association's Governing
documents has resulted in harm to the Association and its members, and Petitioners pray the
court enjoin the Association from committing these acts in the future, and request the court order
the Association to remedy the past harm done to the Association and its members to the extent
feasible.
PAST AND PRESENT ULTRA VIRES ACTS
391. The Association, through its Board members, contractors and or agents, has
committed the following ultra vires acts, but its ultra vires acts are not limited to the following
acts.
392. It has executed contracts for a period of more than one (1) year when the Board
only has authority for a year.
393. It has executed contracts without approval by a majority vote of the Board.
394. It has executed contracts for services for property not owned by the Association
without the consent, either expressed or implied, of each of the property owners.
54
395. It has created liability risks for every Association member without their consent,
expressed or implied.
396. It has used Association Assessment funds to pay for services for property not
owned by the Association.
397. It has withheld Association records and documents from Association members
without authority to do so.
398. It has conducted improper Board voting.
399. It has withheld Association records and documents from Board members without
authority to do so.
400. It has held Board meetings without properly calling the meetings.
401. It has held Board meetings without providing proper notice to all Board members.
402. It has accused Petitioner Board members of conflicts of interest which are not
related to actions that would result in personal loss or gain, thereby improperly disallowing their
right to vote on Association matters and constructively terminated them without good cause.
403. It has prevented duly elected Board members from participating in Board
meetings.
404. It has prevented duly elected Board members from participating in Board votes.
405. It has permitted third party contractors to establish Board policies.
406. It has permitted third party contractors to engage in and influence Association
governance matters and policies.
407. The proximate cause of these ultra vices acts has resulted in harm to the
Association and its members and Petitioners pray the court enjoin the Association from
55
committing these acts in the future, and request the court order the Association to remedy the Pat
harm done to the Association and its members to the extent feasible.
ALLEGATIONS WARRANTING A DECLARATORY JUDGMENT
408. As aforementioned, the CCRs state that the Assessment:
"shall be used exclusively for the purpose of promoting the recreation, health,
safety and welfare of the residents in the Property and, in particular, for the
improvement and maintenance of the Property, its services and facilities,
including utility costs for lighting and watering as related to the use of the
Common Area." (emphasis added)
409. This clause has led many Board members and officers, as . well as many
Association members to conclude that the Association can employ a private protective service
firm to patrol the entire subdivision including provide security services for all property owners
rather than to provide security services just for the property owned by the Association, the
common area.
410. Security service has been the largest annual expense for many years and providing
security for the entire neighborhood has become a major priority, despite the fact there is no
language in the CCRs that requires the Association to provide security service for the entire
subdivision and certainly not for any property not owned by the Association.
411. Furthermore, there are no provisions in the CCRs that require the Association to
maintain, repair or insure any property not owned by the Association.
412. There are, however, clearly stated provisions in the CCRs that require property
owners to maintain their private property such as Article VII which in pertinent part states:
"Each owner shall be responsible for the interior and exterior maintenance,
painting, repair and upkeep on his dwelling, and the land within his Lot."
413. Article XII of the CCRs sates in pertinent part:
56
"There is imposed on the Owner of each lot the obligation to carry in full force
and effect on said dwelling casualty insurance in limits for the replacement value
thereof, as directed by the Association Board of Directors."
414. Thus, it is well established and clear in the CCRs that each property owner is
responsible for his or her property and dwelling including security for said property and the
Association is responsible for the common area including security for the common area.
415. The argument of those Association members (property owners) who insist that the
Association is required or empowered to provide security service throughout the Subdivision and
for their personal property and dwellings is, therefore, without merit.
416. The claim that security service would be taken from them if the Association did
not contract and pay for it is also without merit; in fact it is a false and disingenuous claim.
417. Nothing prevents those Association members who want security service for their
private property and dwelling from contracting with any of many licensed private protective
services companies.
418. However, these Association members who desire security service for their
personal property and dwellings are not willing to fully pay for the service but instead demand
that its costs be subsidized by the Association membership, as a whole; even those who do not
want it or use it.
419. Consequently, the Association has clearly fallen behind in fulfilling its fiduciary
duty to repair and replace Association assets and maintain, insure and protect the common area
because Assessment funds have been used to pay for security service for property not owned by
the Association.
420. Given the huge number of property owners, the number of rental properties
owned by other legal entities, the number of renters occupying said rental properties, and the
57
number of home-based small businesses operating within the Subdivision, determining the scope
of the Association's contracting authority and authority to use Association Assessment funds for
purposes other than the common area are even more crucial to resolve by the court.
421. The proper legal construction of the CCR's regarding the ambiguous terminology
of "promoting" certain things (recreation, health, safety and welfare), which seems to have no
clear contractual obligation or clear contractual consent by every Association member or other
parties and its priority status, warrant a declaratory judgment by the court, especially when the
security service borders on being a private police force on public streets without governmental
immunity and without adequate insurance to any Association member who might be sued as a
result of the actions of the security service personnel.
422. Petitioners pray the Court grant them a declaratory judgment holding that it is
unlawful for the Association to contract for security services for the entire subdivision.
423. Alternatively, Petitioners pray that funds used for the maintenance, repairs,
improvements, administration and insurance by a priority over any funds used for a security
service for the entire subdivision.
ALLEGATIONS OF CONDUCT WARRANTING RECEIVERSHIP
424. Tenn. Code Ann. § 29-1-101 states that
"The courts are all vested with power to appoint receivers for the safekeeping,
[and] management ... of property in litigation in such court, whenever necessary
to the ends of substantial justice."
425. Based on the foregoing claims of negligence, intentional misconduct, statutory
violations, violations of the Association's Governing Documents, the ultra vires acts of the
Association, a receiver is necessary to protect and manage the property of the Association while
58
Petitioners seek to remedy the harms to the Association of this past conduct and seek to enjoin or
prohibit similar future conduct.
426. Successive Boards, since control of the Association was conveyed to the property
owners, have been incapable of adopting and implementing reasonable and customary
governance policies and practices.
427. It is clear to all Petitioners that the lack of governance capability by successive
Boards has been and remains harmful to the Association.
428. It is clear to all Petitioners that the property owned by the Association is being
neglected and that maintenance is being delayed on many projects far longer than need be.
429. Projects identified in the previously referenced engineering report for which the
Assessment was increased have not been completed.
430. Successive Boards and Collins have proven incapable of managing and
completing long-term common area asset repair and replacement projects.
431. Funds that could or should be used for maintenance, repairs, replacement and
insurance are instead being used for security service throughout the Subdivision and for private
protective services for property not owned by the Association.
432. Even if it is legal and legitimate for the Board to contract for security patrols and
for private protective services for property not owned by the Association, prudence and
reasonable management requires that proper maintenance and risk management of these critical
common area assets take priority over security services.
433. Both the law and the CCRs require proper maintenance of and insurance for these
assets and the law does not require security patrols and private protective services for property
not owned by the Association.
59
434. These assets could pose a huge public safety risk if not maintained properly and if
not insured properly and adequately.
435. The Association has clearly not conducted an adequate risk assessment to
determine the safety risk to the public and/or potential liability to the Association and its
members related to the lake and the dam.
436. A catastrophic dam failure could potentially result in significant loss of life and
enormous liability assessment against the Association, which is not adequately insured for such
an event and which has apparently never even been insured for such an event.
437. Such an assessment against the Association, without adequate insurance, would
likely cause derivative liability to all Association members that could cause a huge financial
burden on them.
438. Proper management by a receiver working with the elected Board could eliminate
these concerns.
439. The Association has the funds, or can raise it through an Assessment increase, to
do proper maintenance and risk assessment and get proper and adequate insurance and mitigate
liability exposure.
440. Petitioners believe a receiver is absolutely necessary to break this cycle of
contractors dominating governance, management and operation of the Association and poorly
doing so.
441. Petitioners are well aware that this action could be unpopular with a large number
of members and they could well be voted out next November and the status quo continues.
442. Petitioners assert that there are no other remedies available other than a receiver,
who is charged with the duty of doing what is in the best interest of the Association, to prevent
60
the continued misappropriation of funds by Boards whose members continue to be elected due to
the strong influence of contractors such as Collins, DRM and Ambassador.
443. No other remedy is adequate to prevent the members from electing Directors who
do not understand Director's obligations and duties, and who think they are elected to do what
some members desire, regardless of whether the Directors have the authority to do so within the
CCRs or within applicable statutes, ordinances, laws or regulations.
444. No other remedy is adequate to prevent Boards from contracting with vendors to
do things that are not authorized by the Association's Governing Documents.
445. No other remedy is adequate to provide the continuity of governance,
management and operation of the business affairs of the Association over a period of time to
adequately address all of the issues.
446. No other remedy is adequate to resolve the inordinate and inappropriate influence
of independent contractors over the Association's governance, management and operation of its
business affairs.
447. It is absolutely clear that the Association does not have, and never has had
someone who is charged with the legal duty of doing what is in the best interest of the
Association and who takes that role seriously and is dedicated to doing it.
448. Conversely, the Association has the capital to adequately fund a receivership and
the work of the receiver directly benefits the Association.
449. Substantial justice requires that the Association be required to pay the costs of its
own receiver, especially when it has the money to do so.
450. Petitioners pray the court grant a receiver for the Association to secure and
manage the funds of the Association and to secure and manage the property of the Association.
61
ATTORNEYS' FEES
451. Petitioners have been admonished by the court to secure counsel and have made
arrangements to do that.
452. Once counsel for Petitioners makes an appearance, Petitioners will be entitled to
attorneys fees as prevailing parties under Tenn. Code Ann. § 48-56-401 (f), because the
Association has already taken action that Petitioners have requested: therefore Petitioners pray
for reasonable attorneys' fees.
PRAYER
453. Wherefore, premises considered, Petitioners pray that the court do the following:
(a) grant all the relief requested above, and more specifically, but not limited to
the following specific relief, grant the following specific relief:
(b) enjoin the Association from further negligent and/or intentional activity with
respect to maintaining the Association's common area in a way that causes
public safety issues and potential liability to the members;
(c) require the Association to maintain the Association's common area in such a
way that it does not cause financial loss to the members of the Association;
(d) require the Association to keep the Association's common area safe;
(e) require the Association to comply with all laws enumerated above;
(f) require the Association to comply with its Governing Documents;
(g) enjoin the Association from committing further ultra vires acts;
(h) require the Association to maintain adequate insurance and indemnity for the
common area to protect both the property and the Association members from
financial loss;
62
(i) require the Association to maintain adequate insurance and indemnity for any
matter that could make the members liable as a result of Association conduct
or contracts;
(j) require the Association to engage an independent accounting firm to conduct a
thorough, comprehensive and complete audit of the Association's financial
records and fiscal and accounting practices for at a minimum the past three (3)
years;
(k) declare that the Board does not have the authority to contract for security
service for any property other than the common area which is owned by the
Association;
(1) appoint a receiver for the Association to govern and manage the affairs of the
Association, working with the elected Board, until it is deemed by this court
to have stable, sound and prudent governance and management of its affairs;
(m) empower the receiver to manage the affairs of the Association, working with
the elected Board, until such time as the receiver and court conclude that
governance and management of the Association is conducted in a sound and
proper way without the necessity of a receiver;
(n) authorize the receiver to collect delinquent maintenance assessments in a way
the receiver deems appropriate;
(o) empower the receiver to establish necessary reserves for future capital asset
repairs and replacement;
(p) authorize the receiver, after adequate study, to determine and establish proper
maintenance fees for the Association and for proper reserves;
63
(q) authorize the receiver to hire or appoint officers who are not directors and to
hire other employees to help manage the Association if the receiver concludes
that proper management requires employees of particular experience. talent or
skill;
(r) authorize the receiver to establish a convenient principal place of business
where the Board, the officers, employees, members and contractors can meet
to conduct the business and affairs of the Association if deemed appropriate
by the receiver;
(s) require the Association to pay for the services of the receiver;
(t) order the Association or the receiver to reimburse Petitioners for any costs
they have expended in bringing this petition and for their attorneys fees; and
(u) grant such other legal or equitable relief that the court deems necessary,
appropriate or just and proper.
Respectfully submitted,
T omas Krajenta, j .o se Michael Pickens, pro se

8852 Toth Cove 8760 Stablemill Lane
Cordova, TN 38016 Cordova, TN 38016
(901) 210-7175 (901) 406-5740
Johnny 1,pro se Terr ns. pro s

1 363 Cedar Hollow 8904 L 1 Lane
Cordova, TN 38016 Cordova, TN 38016
(901) 864-0732 (901) 755-0409
64
David Mills, pro se Kim Wagner, pro se*
1403 Cedar Run 1615 Wood Mills
Cordova, TN 38016 Cordova, TN 3801 6
(901) 827-6458 (901) 634-9820
*Endorsed with permission

CHARTER 1G 4524
OF
RIVERWOOD FANS ASSOCIATION, INC,
The undersigned natural person, having capacity to contract and acting as
the incorporator of a corporation under the Tennessee General Corporation Act,
adopts the following charter for such corporation:
1. The name of the corporation is Riverwood Farms Association. rnc.
2. The duration of the corporation is perpetual.
3. The address of the principal office of the corporation in the State of
Tennessee shall be 5118 Park Avenue, Memphis, County of Shelby.
4. The corporation is not for profit.
5. The purpose or purposes for which the corporation is organized are:
To promote the activities for its members and the appearance of
property within Riverwood Farms Subdivision, Shelby County, Tennessee
6. This corporation is to have members.
Dated: September 1986
Y6 4 5 2 4
STATE fAX
/4-15 REGISTER'S FEE
,o. / REGORON G FEE ....c.et$
577,"
OCT Zg JP MI '86
STATE OF UMW.:
:htt.iY V,INT-
.:-
Tom Leatherwood Shelb Coun Re ister of Deeds: Instr. # DV8981
DV F-3.)81
Prepared by and return to:
Keith A. Novick
Attorney at Law
65 Germantown Court
Suite 100
Memphis, Tennessee 38018
112TICE o _AZ,EN DMENT
Notice is hereby given that at a meeting held on September

2, 1993, pursuant to Delration of Covenants, Conditions and
Restrictions recorded at instrument Y4-7215 , as amended, the
Board of Directors of the Riverwood Farms Homeowners Association,
Inc. approved the amendment of Article 1, Section 5 of the By-
Laws of the corporation by the addition of the following
provision:
The maximum number of proxies which can be voted by any

Class A Member is two (2). Proxies shall be in writing and
to be effective shall be delivered to the Board of Directors
prior to the call to order of any meeting at which the proxy
is to be voted.
RIVERWOOD FARMS HOMEOWNERS ASSOCIATION. INC.
By:
Ronald A. Belz, Dire
STATE OF TENNESSEE
COUNTY OF SHELBY
Before me, the undersigned, a Notary Public of the State and
County aforesaid, personally appeared Ronald A. Belz with whom I
am personally acquainted, (or proved to me on the basis of
satisfactory evidence) and who, upon oath, acknowledged himself
to be a director of Riverwood Farms Homeowners Association, Inc.
the within named bargainor, a corporation, and that he as such
director, executed the foregoing instrument for the purposes
therein contained by signing the name of the corporation by
himself as director.
WITNESS my hand and Officia Seal .t office th 1 2) day of
September, 1993.
Notary Public
My Commissi9p Expires:
USER5\USER2\kOT itY0.00C.
c.;!.
DV8981 (.',3 !;: 1 27 a

a AA 1549
/ -74
Prepared by and return to:
Keith A. Novick
5118 Park Avenue, P253
Memphis, TM 38117
RIVERWOOD FARMS
1ST ADDITION
DECLARATION OF COVENANTS. CONDITIONS AND RESTRICTIONS
THIS DECLARATIOK made on the date hereinafter set forth by CORDOVA ASSOCI-
ATES, hereinafter referred to as "Declarant".
WITNESSETH:
WHEREAS, Declarant has previously caused to be imposed upon the property

described on EXhibit A a Declaration of Covenants, Conditions and Restrictions
which is of record at Y4 7215; and
WHEREAS, under said Declaration. Declarant reserved the right to impose similar
restrictions, covenants and conditions upon the property described on Fxhibit B
hereto or portions thereof.
WHEREAS, Declarant is the owner of certain property in the County of

Shelby, State of Tennessee, which is more particularly described in Exhibit
'A-1" attached hereto and made a part hereof which property is a part of the
property described on Exhibit B and is known as Riverwood Farms First Addition,
of record in Plat Book. 111, Page 2, Register's Office, Shelby County, Tennes-
see, consisting of 32 lots and Limited Common Areas (the "Property"): and
WHEREAS, Declarant desires to impose covenants, conditions and restric-

tions upon the Property for the purpose of bringing it within the jurisdiction
of the Riverwood Farms Homeowners Association. Inc.: and
WHEREAS, Declarant will convey the said property, subject to certain

protective covenants, conditions, restrictions. reservations, liens and charges
as hereinafter set forth.
NOW, THEREFORF, Declarant hereby declares that all of the property de-
scribed on Exhibit A-1 shall be held. sold and conveyed subject to the
following easements, restrictions, covenants and conditions, all of which for
the purpose of enhancing and protecting the value, desirability and attractive-
ness of the property. These easements. covenants, restrictions and conditions
shall run with the property and shall be binding on all parties having or
acquiring any right, title or interest in the described property or any part
thereof, and shall insure to the benefit of each owner thereof.
ARTICLE I
Definitions
Section 1. "Association" shall mean and refer to Riverwood Farms

Romeoyntrs Association, Inc., its successors and as-
signs, whether or not in corporate form.
Section ?. "Property" shall mean and refer to that certain real

property described on Exhibit A-1 and such additions
thereto as may be brought within the jurisdiction of the
Association by the Declarant, provided such additions
are subject to similar covenants, conditions and re-
strictions.
Section 3. "Common Area" shall mean all real property owned by or

easements for the benefit of the Association for the
common use and enjoyment of the members of the Associa-
tion. Declarant shall have the right from time to time
to include additional property within the "Common Area"
provided such property is not within a Lot and further
provided that inclusion of additional property is
consistent with the development of the Property and at
such time Declarant subdivides additional portions of
the property described on Exhibit B hereto or portions
thereof, Declarant may convey to the Association addi-
tional Common Area and further may refine and/or rede-
fine the existing Common Area as shown on Exhibit "Cfl
and "D" of the Declaration of record at Y4-7215 provided
AA 1549
that the total area is not materially reduced. Accep-

tance of a deed to a Lot or Lots shall be deemed consent
by a Lot Owner to this provision.
Ownership of a Lot hereunder shall include an undivided

pro rata interest in the Common Area owned by the
Association.
Section 4. "Limited Co=mon Areas" - It is acknowledged that neclar-

ant intends to develop additional areas of the property
described in Exhibit "B". Declarsnt shall have the
right to designate portions of such additional areas (if
any) as Limited Common Areas, title to which shall be
vested in the Owners of Lots or rnits within such
additional areas. The Association may, at Declarant's
option be responsible for administration and maintenance
of such Limited Common Areas, however, the beneficial
use and en:loyment of the Limited Common Areas shall be
restricted to the Owners of Lots or Units within the
additional developed area. provided that such Owners are
solely responsible for the assessments relative to such
Limited Common Areas.
Section 5. "Lot" shall mean and refer to a lot shown on plats which
are hereafter recorded in order to subdivide the proper-
ty described in Exhibit as well as plats of the
property described on Pxhibit B hereto or portions
thereof which may be from time to time recorded by
Declarant or its successors and subject to substantially
similar covenants, conditions and restrictions, and all
amendments and rerecording thereof. and improvements on
said Lots. For the purposes of this definition, unde-
veloped land within the Property described in Exhibit
"B" shall be deemed to include four (4) Lots for each
undeveloped or unplatced acre.
Section 6. "Member" shall mean and refer to every person or entity

who holds membership in the Association.
Section 7. "Owner" shall mean and refer to the record owner, whether
one or more persons or entities, of a fee simple title
to any Lot which is a part of the Property, but exclud-
ing those having such interest merely as security for
the performance of an obligation.
Section 8. "Declarant" shall mean and refer to Cordova Associates,

its successors and assigns. if such successors or
assigns should acquire more then one undeveloped Lot
from the Declarant for the purpose of development.
Section 9. "Dwelling" shall mean and refer to a single family

residence constructed on any portion of a lot or lots.
Section 10. "Unit" shall mean and refer to a single family residence
such as a condominium, apartment, or other single family
dwelling which is not situated upon a Lot.
ARTICLE IT
Mombarship,
Every prrson or entity who is a record owner of a fee or undivided fee

interest in any Lot or Unit which is subject by these covenants or substantial-
ly similar covenants of record to assessment by the Association shall be a
member of the Association. The foregoing is not intended to include persons or
entities who hold an interest merely as security for the performance of any
obligation. Membership shall be appurtenant to and may not be separated from
ownership of any Lot which is subject to assessment by the Association.
BS_DOCCR 2
AA 1549
ARTTCLE III
Classification of Members
Members shall be divided into two classes denominated as Class A Members

and Class B Members, defined as follows:
Class A Member(e) shall be all Owners as defined in Article Ti with the

exception of Declarant. Class A Members shall be entitled to one vote for each
Lot or 7rit in which they hold the interest required or membership by Article
T. When more than one person holds such interest or interests 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.
Class R Member(s) shall be the Declarant, who shall be entitled to ten

(10) votes for each Lot in which it holds the interest required for membership
by Article I. The Class R membership shall cease and be converted to Class A
membership upon the conveyance of ninety (90%) percent of the Lots. From and
after the conveyance of ninety (90%) percent of the Lots, the Class B `ember(s)
shall be deemed to be Class A Memher(s) entitled to one vote for each Lot in
which it holds the interests required for membership under Article I.
ARTICLE IV
Property Rights
Section 1. Owners' Easements of Enjoyment. Every owner shall have a

right and easement of enjoyment in and to the Common Area
and such easement shall be appurtenant to and shall pass
with the title to every assessed Lot, subject to the
following provisions:
a. The right of the Association to limit or otherwise

define the use of the Common Area.
b. The right of the Association, in accordance with its
corporate Charter and By-Laws. to borrow money for
the purpose of improving the Common Area and facili-
ties, and in aid thereof to mortgage, or otherwise
encumber sa.id Common Area or any part thereof;
c. The right of the Association to suspend the voting
rights by a Member for any period during which any
assessment against his Lot remains unpaid, or during
which a Member is in violation by the Association
Board of Directors;
d. The right of the Association to dedicate or transfer
all or any part of the Common Area to any public
agency, authority, or utility for such purposes and
subject to such conditions as may be agreed to by the
members. No such dedication or transfer shall be
effective unless an instrument signed by Members en-
titled to cast two-thirds (?/?) of the votes hereof
has been recorded, agreeing to such dedication or
transfer, and unless written notice of the proposed
action ls sent to every Member not less than thirty
(30) days nor more than sixty (60) days in advance
of such dedication or transfer;
e. The right of the Association to regulate the type of
motorized and non-motorized vehicle parking on all
Lots.
Section 2. Title to the Common Area. The Declarant hereby covenants

for itself. its successors and assigns, that it will
convey fee simple title to the Common Area to the Associ-
ation prior to the conveyance of the first Lot.
Section 3. Title to Limited Common Area, The Declarant hereby

covenants for itself, its successors and assigns, that it
will convey fee simple title to the Limited Common Area
to the Owners of Lots or Units within that portion of the
property which use the Limited Common Areas is intended
Es_poccR 3
AA 134
and specified by the Declarant or its successor prior to

the conveyance of the last lot in such specified area.
ARTICLE V
Covenants for Maintenance Assessments
Section 1. Creation of the Lien and Personal Obligation of Assess-

ments. Excepting the Declarant each Owner of any Lot, at
the time of acceptance of a deed therefore, whether or
not it shall be so expressed in any such deed or other
conveyance, is deemed to covenant and agree to pay to the
Association: (I) annual or monthly assessments or charg-
es, and (2) special assessments for capital improvements
or repairs, such assessments to be fixed. established and
collected from time to time as hereinafter provided. The
imposition of assessment for maintenance. improvements,
insurance, administration and repairs of Limited Common
Areas may be imposed monthly or as special assessments
provided however that such assessment be limited to the
('`wners of Lots or Units in the area designated by the
Declarant or its successor for which use and enjoyment
the Limited Common Areas is designated. The annual snd
special assessments, together with interest, cost and
reasonable attorney's fees, shall be a charge on the land
and shall be a continuing lien upon the property against
which each such assessment is made. Bach such assess-
ment, together with such interest. costs, and reasonable
attorney's fees, shall also be the personal obligation of
the person who was the Owner of such property at the time
when the assessment fell due.
Section ?. Purpose of Assessments. The assessments levied by the

Association shall be used exclusively for the purpose of
promoting the recreation, health, safety and welfare of
the residents in the Property and, in particular, for the
improvement and maintenance of the Property, its services
and facilities. including utility costs for lighting and
watering as related to the use of the Common Area.
Section 3. Special Assessments for Capital Improvements. The

Association may levy in any assessment year, a special
assessment applicable to that year only, for the purpose
of defraying, in whole or in part, the cost of any
construction or reconstruction, unexpected repair or
replacement of a described capital improvement upon the
Common Area including the necessary fixtures and personal
property related thereto, provided that any such
assessment shall have the assent of sixty (607) percent
of the votes of the Members affected by such special
assessment who are voting in person or by proxy at s
meeting duly called for this purpose. written notice of
which shall be sent to all Members not less than ten (10)
days nor more than thirty (30) days in advance of the
meeting setting forth the purpose of the meeting. The
preceding shall apply to Limited Common Areas subject to
the provisions of Article 5, Section 1,
Section 4. :illifort Rate of Assessment. Special assessments for

Common Areas must he fixed at a uniform rate for all Lots
and rev be collected on a monthly basis. Special assess-
ment for Limited Common Areas shall additionally be
uniformly imposed upon the Owners of the Limited Common
Areas.
Section 5. Quorum for any Action Authorized under Sections 3 and 4.

At any meeting called, as provided in Sections 3 and 4
hereof, the presence at the meeting of Members or of
proxies entitled to cast sixty (60%) percent of all the
votes of membership shall constitute a quorum. If the
required quorum is not forthcoming at any meeting, an
BSDOCCR 4
AA 1548
adjourned meeting may be called. subject to the notice

requirements set forth in Sections 3 and 4, and the
required quorum at any such adjourned meeting shall be
one-half (1/2) of the required quorum at the preceding
meeting. No such adjourned meeting shall be held more
than sixty (60) days following the preceding meeting.
Section 6. Date of Commencement of Annual Assessments. Due Dates.

Prior to the date which is twelve (12) months from the
conveyance of 75% of the Lots in the Property the Class
A Member shall be responsible for the maintenance of the
Common Areas and Limited Common Areas. At the option of
the Class R Member, the period for commencement of
maintenance by the association may be extended with the
Class B Member continuing to be responsible for the
actual maintenance. The monthly assessments provided for
herein shall commence as to each Lot as of the transfer
of title from Developer. Me Board of Directors shall
fix the amount of the monthly assessment against each Lot
at least thirty (30) days in advance of each annual
assessment period. Written notice of the monthly assess-
ment shall be sent to every Owner subject thereto. The
due dates shall be established by the Board of Directors.
The Association shall upon demand at any time furnish a
certificate in writing signed by an officer of the
Association setting forth whether the assessments on a
specified Lot have been paid. A reasonable charge may be
made by the Board for the issuance of these certificates.
Such certificate shall he conclusive evidence of payment
of any assessment therein stated to have been paid.
Anything to the contrary in this Declaration notwith-

standing, Declarant shall pay no assessments for Lots
which it owns within the Property.
Section 7. Effect of Nonpayment of Assessments: Remedies of the

Association. Any assessments which are not paid when due
shall be delinquent. If the assessment is not paid
within thirty (30) days after the due date. the assess-
ment shall bear interest from the date of delinquency at
the highest legal rate of interest allowable in the State
of Tennessee, and the Association may bring an action of
law against the Owns' personally obligated to pay the
same, or foreclose the lien against the property, and
interest, costs and reasonable attorney's fees or any
such action shall be added to the amount of such assess-
ment. No Owner may waive or otherwise escape liability
for the assessments provided for herein by noruse of the
Common Area or Limited Common Area or abandonment of his
Lot.
Section P. Subordination of the Lien to Mortgage. Ile lien to the

assessments provided for herein shall be subordinate to
the lien of any mortgape or mortgages. Sale or transfer
of any Lot shall not affect the assessment lien. Howev-
er, the sale or transfer of any Lot which is subject to
any mortgage, pursuant to a decree of foreclosure under
such mortgage or any proceeding in lieu of foreclosure
thereof. shall extinguish the lien of such assessments as
to payments thereof which became due prior to such sale
or transfer. No sale or transfer shall relieve such Lot
from liability for any assessments thereafter becoming
due or from the lien thereof. A mortgage succeeding to
the rights of the Class B Member by foreclosure, deed in
lieu of foreclosure, or otherwise shall be exempt from
the obligations of shareholder with regard to the payment
of actual expenses prior to the imposition thereof as
provided in Section 6 hereof.
EspoccR 5
AA 1543
Section 9. Exempt Property. The following property subject to this

Declaration shall he exempt from the assessments created
herein: (a) all properties dedicated to and accepted by
a local public authority; (b) the Common Area, and (c)
the Limited Common Area. However, no land or improve-
ments devoted to dwelling use shall be exempt from said
assessments.
ARTICLE VI
Architectural Control
The Architectural Control of the Property and all building improvements

thereon shall be by the Architectural Control Committee, which said Committee's
powers and duties shall remain the responsibility of Declarant until the
conveyance of 907 of all Lots (including in this percentage those Lots which
are subsequently developed in additional Sections of the Property described in
Fxbibit "B") by Declarant or its successor(s).
Upon the sale of the last lot. comprising 90% of the total, the duties of
the Architectural Control Committee shall become the responsibility of the
Association. No building shall be erected, placed upon any lot. altered or lot
improvements made until the design and plot plan showing the location of the
structure, external materials, color schemes, specifications and elevations
have have been approved in writing by the Architectural Control Committee as to
the conformity and harmony with the existing natural feature, the surrounding
dwellings and Declarant's Central Development Plan of Riverwood Farms. No
preliminary clearing, grading or site work may commence or building permit
applied for until the Architectural Control Committee as approved in writing
the final site plan which must show the following: (1) any proposed grade,
modifications shown with proposed topographical contour lines on no less than
two foot intervals; (2) all existing trees four inches or greater at a point
five feet above the ground shown by a circle whose radius in scale equals the
diameter of the tree in feet; (3) all easements, boundary lines, setbacks,
existing adjacent structures on adjoining lots; (4) lot numbers, streets ame
sand addresses; (5) details on all site improvements (to include outdoor
lighting fixtures, mailboxes, walkways, driveways, fencing, landscaping,
screening, tennis courts, pool and pool decks and screening; tennis courts,
pool pool and pool decks and service buildings); (6) storm drainage (where
applicable); (7 proposed ground floor finish elevation; (8) compressor and
utility meter locations; and (9) existing trees to be removed must be .5to marked
for approval by the Architectural Control Committee. In the event that a Lot
is subject to an easement for landscaping and irrigation, which easement extends
the full length of the lot road frontage, then such easement shall not be
construed so as to prohibit ingress or egress to such Lot but shall, however,
require the approval of Declarant, or the Architectural Control Committee as to
the size and location of any driveway or inlet encroachment. In the event that
the Architectural Control Committee fails to approve or disapprove such plans
as to design and location within a period of thirty (30) days after submission
of final plans and specifications that have been deemed complete in accordance
with the Protective Covenants and the Architectural Control Guidelines, such
approval shall be deemed to have been granted. An Owner shall be responsible
for all costs and expenses including legal expenses incurred by the Association
in enforcing the provisions hereof.
In the event Lot Owner removes any tree(s) without the approval of the
Architectural Control Committee, such Lot Owner shall pay to the Association a
fine which shall be determined by the Association and in no event he less than
$500.00.
ARTICLE VII
Exterior Maintenance
The Association shall provide all maintenance, upkeep and landscaping

control for the Common Area and Limited Common Area, including without limita-
tion, the fences along the Common Area.
Each Owner shall be responsible for the interior and exterior maintenance,
painting, repair and upkeep on his dwelling, and the land within his Lot.
BSDOCCR 6
AA 154'3
In the event an Owner of any Lot shall fail to maintain the premises and
the improvementa situated hereon in a manner compatible with other Lots and
improvements in Riverwood Farms. the Association, after approval by two-thirds
(2/3) vote of the Board of Directors. shall have the right to notify said Lot
Owner of the deficiency existing and upon failure to correct said deficiency
within a reasonable period of time, to take such legal action as the Board may
deem appropriate, and to repair, maintain and restore the Lot and the exterior
of the buildings and any other improvements erected thereon. The cost of such
exterior maintenance shall be added to and become part of the assessment to
which such Lot is subject.
ARTICLE VIII
Easements
Section L Easements for Utilities and Related Purposes. The

Association is authorized and empowered to grant (and
shall from time to time grant) auch licenses, easements
and/or rights-of-way for sewer lines, water lines.
electrical cables, telephone cables, television and other
communication cables, internal and external wiring and
antennas, gas lines, storm drains, underground conduits
and/or such other purposes related to the provision of
public utilities and other common services to the resl-
dential community as may be considered necessary, appro-
priate or desirable by the Board of Directors for the
orderly maintenance, preservation and enjoyment of the
Common Area and Limited Common Areas or for the preserva-
tion of the health, safety, convenience and/or welfare of
the Owners of the Lots and the Declarant.
Section 2. General Easements. The Declarant, so long as it shall

retain record title to any Lot, or the Common Area or
Limited Common Areas and the Association, reserve the
right and easement to the use of the Common Area and
Limited Common Areas, and any Lot or any portion thereof,
as may be needed for repair. maintenance, or construction
on such Lot or any other Lot or the Common Area or
Limited Common Areas.
Section 3. Encroachments. Fach Lot and the dwellings located

thereon and the Property included in the Common Area or
Limited Common Areas shall be subject to an easement for
encroachments created by construction. reconstruction,
repair, shifting movement, settling. and overhangs, as
designed or constructed by the Declarant. A valid
easement for said encroachments and for the maintenance
of same, so long as it stands, shall and does exist.
Section 4. Ingress and Egress. There is hereby created a blanket

easement upon, across, over and under all of said Proper-
ty for ingress. egress, installation, replacing, repair-
ing and maintaining all phones and electricity and a
master television antenna system. By virtue of this
easement, it shall be expressly permissible for the
providing electrical and/or telephone company to erect
and maintain the necessary poles and other necessary
equipment on said Property and to affix and maintain
electrical and/or telephone wires. circuits and conduits
on, above, across, and under the roofs and exterior walls
of said dwellings. An easement is further granted to all
police, fire protection, ambulance and all similar
persons to enter upon the streets, Common Area and
Limited Common Areas in the performance of their duties.
An easement is also granted to the Association, its
officers, agents, employees and to any management company
selected by the Association to enter in or to cross over
the Common Area or Limited Common Areas, on any Lot to
perform the duties of maintenance and repair of the Lot
and dwelling, Common Area or Limited Common Areas.
provided for herein.
BS,...pOCCR 7
AA 15'49
Should any utility furnishing a service covered by the

general easement herein provided request a specific ease-
ment by separate recordable document, Declarant shall have
the right to grant such easement on said Property without
conflicting with the terms hereof. The easements provided
for in this Article shall in no way affect any other
recorded easement on said premises.
ARTICLE IX
Non-Disturbance and Maintenance of Trees and Landscaping
After recordation of the Plat of the Property no trees shall be removed

from a Lot, except to the extent necessary for the clearing of foundation sites
and driveways and except as required by utility companies incident to the
furnishing and maintenance of utility services unless the Association shall
first give its approval.
The Common Area and Limited Common Areas shall be landscaped by berms,
fences. plantings and the like and no owner of any Lot in the Property shall at
any time disturb same without first obtaining the approval of the Association
subject to the provision of the following paragraph. The Association shall be
responsible for maintaining all landscaping and fencing installed by the
Association or the Declarant within the Common Area and/or Limited Common Areas
in the a neat, attractive and safe condition and appearance.
With respect to each Lot upon which there is an easement for installation
and maintenance of landscaping, the Association shall be responsible for
maintaining the landscaping which may be installed by the Declarant or Associa-
tion in a neat and attractive condition. Each lot owner shall be solely
responsible for maintaining all landscaping not situated within said easement.
ARTICLE X
Use Restrictions
The lake shall be used for fishing and boating only. Swimming is not
allowed in the lake. Electric motors only be allowed on boats.
2. The Greenbelt area around the lake shall remain in its natural state.
No cleaiing. digging, planting or alteration or any kind shall be done
without the written consent from the Association.
3. The trail within the Greenbelt is meant for pedestrian traffic only.
No motorized vehicle of any kind shall be allowed on the trail except
for reasons of health such as a wheel chair.
4. All lots in the subdivision shall he used only for those purposes
permitted in the zoning ordinance-regulations of Shelby County under
residential regulations, subject to the following additional restric-
tions.
5. No lot in the subdivision shall be used except for residential purpos-

es. All of such lots shall be known and described as single family
units and are not to be re-subdivided into smaller lots.
6. Fences shall not be erected on any lot between the street and the
front corners of any building. All fences erected by Lot Owners in a
rear yard shall be constructed of wood or masonry brick or a combina-
tion thereof. All fence designs. locations and colors shall be
approved by the Association, or an Architectural Control Committee
duly appointed by the Association. All fencing constructed by the
Declarant shall be maintained in good repair and condition by the
Association. Any repairs or replacements of such fencing shall be
constructed of materials and colors to match as closely as possible
the original fencing installed by Declarant.
No radio or television transmission or receiving towers or antennas

over five (5) feet in height above the ridge of the roof or in front
yard area shall be permitted nor shall satellite dishes be installed
upon the roof or in any front or side yards. No basketball goal shall
BspoccR 8
AA 1545
be allowed in the front of the building or placed in a yard in a

manner which alloys any basketball goal to be viewed from the street.
The repairing of vehicles, other than on an emergency basis. and the
storing of inoperable vehicles is prohibited.
8. No noxious or offensive activity shall be conducted upon any lot nor

shall anything be done thereon which may be or become an annoyance or
a nuisance to the neighborhood or in any way be in violation of any
governmental rules or regulations.
9. No trailer, tent, shack, barn, portable shed or other outbuilding

erected in this tract shall at any time be used as a residence, either
temporarily or permanently, nor shall any structure of a temporary
Character be used as such.
10.Building set backs from all streets shall be as required by the

building department having jurisdiction thereof, but in every case
shall not be be less than thirty (30) feet.
11.No rubbish. trash, or garbage. or other waste material shall be kept

or permitted on any lot except in sanitary containers located in
appropriate areas concealed from public view.
17. In the event, by reason of the design. construction. settlement,

reconstruction, or shifting of the improvements to be constructed on
the lots. any part of a building encroaches onto the adjoining lot.
there shall exist in favor of the Owner(s) of the encroaching build-
ing, a perpetual easement of use over the area of encroachment. There
shall also exist in favor of the Owner(s) of any building which has a
wall built upon a property line, an easement of access over the
adjoining property, at a reasonable time and under reasonable circum-
stances. for the purpose of maintenance and upkeep of the wall and of
the property constructed upon the property line.
13.No open carports, sheds, prefabricated or metal accessory buildings,

or other structures shall be allowed in the front yards of any lots.
or in the rear or side yards of any lots without the prior written
approval of the Declarant or its assigns. There shall be no change of
any kind in parking pads or driveways or additions thereto without the
prior written approval of the Declarant or its assigns.
14.There is imposed upon the Owner(s) of each Lot the duty of reasonable
maintenance and upkeep of his property, including. but not limited to,
the roofing, exterior surface and landscaping. There shall be no
change in exterior colors or materials of any building for a period of
ten (10) years from the date of first occupancy thereof which ten (10)
year period may be extended for successive period of five (5) years
each by the affirmative vote of two-thirds (2/3) of the Members of the
Association. In the event the Members of the Association fail to
extend the term of the restriction regarding exterior colors and
materials, no Owner shall change the exterior color or material of any
building without first obtaining the approval of the Association.
There shall be no additions or structural alterations of any building
without the prior written approval of the Declarant or its assigns.
15.No structure shall be altered on any lot within the subdivision other
than one single family dwelling and related service buildings. Each
single family structure shall have minimum ground floor area of 1,950
square fest for single store dwellings. Two story dwelling shall have
a minimum total floor area of 2,300 square feet exclusive of one-story
open porches and garages.
16.Gardening (vegetable) shall be allowed only on rear yard of each lot.

No livestock or poultry of any kind shall be allowed on any lot.
Household pets such as dogs and cats may be kept provided they are not
bred or kept for any commercial purposes. Any variation of this must
have written approved by Declarant or its assignee.
17.No boats. recreational vehicles, trailers or disabled vehicles shall

be parked on a portion of the lots which allows them to be visible
BS DOCCF
AA 154s
from the public right-of-way. No passenger vehicles shall be parked

in the yard. No repair of any vehicle or machinery shall take place
at the Property when performed for commercial purposes. No disabled
vehicle or automobile shall be stored on any Lot.
18.The Declarant reserves the right to assign any or all of its rights.
privileges, or undertakings imposed by these restrictions to a repre-
sentative, agent or committee appointed by the Declarant. Neither the
Declarant. its representative, agent or committee, nor any architect
or engineer involved thereof. shall be responsible in any way for any
defects in any plans or specifications submitted, revised or approved
in accordance with the foregoing provisions, nor for any structural or
other defects in any work done according to plans and specifications.
19.No commercial-type vehicles shall be stored or parked on any Lot or

parked on any public right of way except while engaged in delivery or
transport from a residence.
70. Outside clothes lines shall not be allowed.
21. All mailboxes shall be of a uniform design and color as specified by

the Association.
22.Notwithstanding anything to the contrary contained herein, the Declar-

ant reserves into itself and its successors and assigns, and/or their
designees, the right to use one or more lots or other portions of the
Property owned by the Declarant for a temporary office and sales
location and for storage and use of construction equipment and materi-
als relative to the development of the Property.
23. The provisions hereof may be enforced by the Declarant or by any Lot
Owner(s) or group of Lot Owner(s). If suit or other legal action is
brought €or the purpose of enforcing the provision hereof, it is
expressly provided that the Judge before whom such action lies shall
have the right, in his discretion, to assess reasonable attorney's
fees and costs of the action in favor of the successful party and
against the unsuccessful party to the proceeding.
74. It no event shall aluminum. metal or vinyl siding or similar factory

pre-finished siding be utilized on any structure erected on any Lot.
25. The Declarant is given the power and authority to promulgate addition-
al rules and regulations for the purpose of enhancing and protecting
the value, desirability and attractiveness of the Property. Any
additional rules and regulations may be recorded by the Declarant or
may be distributed to a third party as arbitrator, for the purpose of
settling disputes between the Lot Owners concerning the contents
hereof or other matters which relate to the Property rights of Owners
of the Property.
ARTICLE XI
Insurance
There is imposed on the Owner of each Lot the obligation to carry in full
force and effect on said dwelling casualty insurance in limits for the replace-
ment value thereof, as directed by the Association Board of Directors. Insur-
ance of the Common Ares and Limited Common Area shall be carried and paid for
by the Association.
The right is given to the Association to require the Owner of a damaged or

destroyed dwelling to make repairs or replacement in order to restore the
dwelling to its condition prior the damage or destruction. Including the right
o require that insurance proceeds paid to the Owner because of said damage or
destruction be applied to the repair or replacement.
ARTICLE XII
General Provisions
Section Enforcement. The Association. or any Owner. shall have

the right to enforce, by any proceeding at law or in
BS_DOCCR 10
AA 154S
equity. all restrictions. conditions, covenants, reserva-

tions, liens and charges now or hereafter imposed by the
provisions of this neclaration. Failure by the Associa-
tion or by any Crwner to enforce any covenant or restric-
tion herein contained shall in no event be deemed a
waiver of the right to do so thereafter.
Section 2. Severability. Invalidation of any one of these covenants

or restrictions by judgement or court order shall in no
wise affect any other provisions which shall remain in
full force and effect.
Section 3. Changes by Declarant. The provisions of this Declaration

of Covenants. Conditions and Restrictions, By-Laws,
Charter or Plat, irrespective of any other provision
herein contained, may be amended by Declarant without
vote or notice to any Lot Owner at any time within five
(5) years after the date of recording of this Declaration
of Covenants, Conditions and Restrictions.
Section 4. Amendment. The covenants and restrictions of this

Declaration shall run with and bind the land, and shall
inure to the benefit of and be enforceable by the
Association, or the Owner of any Lot subject to this
Declaration, their respective legal representatives,
heirs, successors and assigns, for a term of thirty (30)
years from the date this Declaration is recorded, after
which time said covenants shall be automatically extended
for successive periods of ten (10) years. The covenants
and restrictions of this Declaration may be amended
during the first thirty (30) year period by an instrument
signed by not less than ninety (90%) percent of the Lot
Owners, and thereafter by an instrument signed by not
less than seventy-five (75%) percent of the Lot Owners.
Any assessment must be properly recorded.
CORDOVA ASSOCIATES
BY: RICO Associates, Managing General
Partner
BY: ///
General Partner
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me. (name of officer). General Partner. with

whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further acknowl-
edged that he is the General Partner of the maker or a ronstituent of the maker
and is authorized by the maker or by its constituent. the constituent being
authorized by the maker, to execute this instrument on behalf of the maker.
Witness my hand, at office, this L2.1: day of 1987.
N ary Public
My Commission Expires:
g-13-3E
BS_DOCCR 11
•F•
1.4 721.5
BY-LAWS
RIVERWOOD FARMS ASSOCIATION, INC.
ARTICLE 1
MEETINGS OF MEMBERS
ARTICLE I
MEETINGS OF NEMEERS
I. Annual Meeting. The annual meeting of the members shall be held at

such time and place, either vithin or without this State, as may be designated
from time to time by the directors. T.CA 48-701(1), (2).
2. Special Meetings. Special meetings of the members may be called by

the president. a majority of the board of directors. or by not less than
one-tenth (1/10) of all the members entitled to vote at such meeting. The
place of said meetings shall be designated by the directors. T.C.A. 48-701(3).
3. Notice of Meetings. Written or printed notice stating the place. day,

and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for vhich the meeting is called and the person or persons calling the
meeting, shall be delivered either personally or by mail by or at the direction
of tha president. secretary. officer, or person calling the meeting to each
shareholder entitled to vote at the meeting. If mailed. such notice shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, and shall be deemed to be delivered when deposited in the
United States mail addressed to the member at his municipal hddress vith
postage thereon prepaid. If delivered personally. such notice shall be deliv-
ered not less than five (5) nor more than sixty (60) days before the date of
the meeting, and shall be deemed delivered when actually received by the
member. The person giving such notice shall certify that the notice required
by the paragraph has been given. T.C.A 48-703-(1).
9. Quorum Requirements. A majority of the members entitled to vote shall

constitute a quorum for the transactions of business, T.C.A. 48-102(q). A
meeting may be adjourned despite the absence of a quorum, and notice of an
adjourned tuning need not be given if the time and place to which the meeting
is adjourned are announced at the meeting at vhich the adjournment is taken,
T.C.A. 48-102(q); 48-703(2). When a quorum is present at any meeting, a
najority in interest of the stock there represented shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of this corporation's charter, these by-laws; or•by the laws ,of
Tennessee, a larger or difference vote is required, in which case such express
provision shall govern the decision of such questions. T.C.A. 48-710;
48-804(2).
5. Voting and Proxies. Every member entitled to vote a a meeting may do

so either in person or by written proxy, which proxy shall be filed vith the
secretary of meeting before being voted. Such proxy shall entitle the holders
thereof to vote at any adjournment of such meeting, but shall not be valid
after the final adjournment thereof. No proxy shall be valid after the expLra-
14 74,5
tion of eleven (11) months from the date of its execution unless otherwise
provided in the proxy. T.C.A.48-706.
ARTICLE II
BOARD OF DIRECTORS
1. Qualifications and Election. Directors need not be members or resi-

dents of this State, but must be of legal age. T.C.A. 48-801. They shall be
elected by a plurality of the votes cast at the annual meetings of the members.
Each director shall hold office until the expiration of the term for which lie
is elected. and thereafter until his successor has been elected and qualified.
T.CA 48-804.
2. Number. The nutebar of directors shall be fixed from ti me to time by

the members, or by s majority of the entire board of directors, but shall never
be lees than the number required by the law. T.C.A. 48-802.
3. Meetings. The annual meeting of the board of directors shall be held

immediately after the adjournment of the annual meeting of the members. at
which time the officers of the corporation shall be elected. T.C.A. 48-811(2).
The board may also designate more frequent intervals for regular meetings.
Special meetings may be called at any time by the chairman of the board,
president. or any (2) directors. T.C.A. 48-808(1).
. 4 Notice of Directors' Meetings. The annul and all regular board meetings
may be held without notice. Special meetings shall be held upon notice sent by
any usual means of communication not less than three (3) days before the
meeting. T.C. 48-808(2).
5. Quonnn and Vote. The presents of a majority of the directors shall

constitute a quorum for the transaction of business. T.C.A. 48-102(q). A
meeting say be adjourned despite the absence of a quorum, T.C.A. 48-102(q), and
notice of an adjourned meeting need not be given if the time and place to which
the meeting is adjourned are fixed at the meeting at which the adjournment is
taken, and if the period of adjournment does not exceed thirty days in any one
adjournment. T.CA 48-808(2). The vote of a majority of the directors present
at s meeting at which a quorum is present shall be the act of the board, unless
the vote of a greeter number is required by the charter. these by-laws, or by
the lava of Tennessee. T.CA. 48-808(3).
fi Executive and Other Committees. The board of directors, by a resolu-

tion adopted by s majority of its members. may designate an executive commit-
tee, consisting of two or mote directors', and other committees. consisting of
two or more persons, who May or may not be directors, and may be delegate to
such cassettes* or committees any and ell such authority as it deems desirable.
including the right to delegate to an executive committee the power co exercise
all the authority of the board of directors in the management of the affairs
and property of the corporation. T.CA. 48-810,
STREE 13YLW 2
Y4 '721z
ARTICLE III
OFFICERS
1. Number. The corporation shall have a president and a secretary/trea-
surer. and such ocher officers a the board of directors shall from time to time
deem necessary. Any two or more offices may be held by the same person, except
the offices of president and eeeretary, T.C.A. 48-811(I).
2. Election and Term. The officers shall be elected by the board at it6
annual meeting. Each officer shall serve until the expiration of the term for
vhich he is elected, and thereafter until his successor ha been elected and
qualified. T.CA 48-1311.(2).
3. Duties. All officers shall have such authority and perform such
duties in the management of the corporation as are normally incident to their
office8 and a8 the board of directors may from time to time provide. T.C.A.
48-811 (3).
ARTICLE IV
RF.SIGNATION5p REMOVALS AID VACANCIES
1. Resignations. Any officer or director may resign at any time by

giving written notice to the chairman of the board, the president. or the
escrctary. Any such resignation ehall take effect at the time specified
therein_ or, if no time is specified. then upon its acceptance by the board of
directors.
1. Removal of Officers., Any officer or agent may be removed by the board
vhenever in its judgment the beet interests of the corporation will be served
thereby. T.CA 48-811(4)
3. Removal of Directors. Any or all of the directors may be removed
either with or without cause by a proper vote of the members dnd may be removed
vith cause by a majority vote of the entire board. T.C.A. 48-807.
ARTICLE V
ACIICN BY CCN3ENT
Whenever the members or directors are required or permitted to take any
action by vote,-such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by all the persons or entities
entitled to vote thereon. T.CA. 48-1402(1)
SI'REE EYLY 3
as
y4 t7Z15
AKTICLE VI
AMENDMENT OF BY-LAWS
These by-lays may be amended, added to, ore repealed either by: (1) a
majority vote of the members' shares represented at any duly constituted
meeting, or (2) a majority vote of the entire board of directors. Any change
in the by-lave made by the board of direccore, however. may be amended or
repealed by the members. T.C.A. 48-812.
CERTIFICATION
I certify that these by-lave were duly adopted at the organizational

meeting of the corporation held on the day of September. 1986 and were
approved by a 11 the members on that date. T.C.A. 48-812.
7:1
▪ M •-11
-to c) 1211
c.n Tr'
STREE BYLW 4 • rn -4
C.T1
VERIFIED AFFADAVIT
1. I, Tom Krajenta, am over the age of 18 years, am an owner of property in the
Riverwood. Farms subdivision, a member of Riverwood Farms Association, Inc. (the
-Association") and I have lived in Riverwood Farms for 23 years.

1. I, Mike Pickens, am over the age of 18 years, am an owner of property in the
Riverwood Farms subdivision, a member of Riverwood Farms Association, Inc. (the
Association") and I have lived in. Riverwood Farms for 2 years.
3. L Johnny Pulliam. am over the age of 18 years, am an owner of property in the
Riverwood Farms subdivision, a member of Riverwood Farms Association, Inc. (the
-Association-) and I have lived in Riverwood Farms for I year.
4. in November 20i 7 we were elected as directors of the Association at the annml
members meeting_
5. We were concerned that actions of the Board were taken without consideration of
the Association's Governing Documents or state statutes and were outside of the Board's
authority.
6. We discovered that there is so much that needs to be done that it cannot possibly
be accomplished during the one year term of a single group of Board members.
7_ We also discovered that the Association had not been too successful in managing
long-term maintenance, repair and replacement projects.
8. Our efforts to fulfill our duties as Board members were met with resistance and
outright hostility by Ms. Joyce Spiecha, the other Board members and at least one (1) other
individual who had been a Board member the prior year but had not been re-elected.
9. Despite our best efforts it became obvious to us that our efforts to resolve these
matters were futile.
SWORN TO AND SUBSCRIBED before me on this day of
My Commission Expires: -z_o

PART
THOMAS KRAJENTA,
in his capacity as an incumbent member
of the Board of Directors of
Riverwood Farms Association, Inc.,
et al,
Petitioners, No: 01-- IP-
VS.
RIVERWOOD FARMS
ASSOCIATION, INC.,
A Tennessee non-profit corporation
Respondent
VERIFICATION
1. I, Thomas Krajenta, am over the age of 18 years and am an owner of property in the
Riverwood Farms subdivision and a member of the Riverwood Farms Homeowners Association. I
have lived in Riverwood Farms for
2. I have read the foregoing Verified Petition To Appoint A Receiver to Administer The
Affairs Of Riverwood Farms Association, Inc.
3. I swear that the information contained therein is true and correct to the best of my
knowledge, information and belief.
4. I respectfully request that the Court promptly appoint a receiver for Riverwood Farms
Homeowners Association based on the circumstances set forth in the Petition.
1
Thomas Krajenta
SWORN TO AND SUBSCRIBED before me on this2ST4 day of 72e4 /11947

20 .
* a/STATE %%if t
TENNESSEE
NOTARY
% PUBLIC •
.: NOTARY PUBLIC
ito4
ommilino My Commission Expires: "'met .20 If
2
PART
THOMAS KRAJENTA,
et al,
Petitioners, No: cg-f-ze-Oz--)g

VS.
RIVERWOOD FARMS
ASSOCIATION, INC.,
Respondent
VERIFICATION
1. I, Michael Pickens, am over the age of 18 years and am an owner of property in the
have lived in Riverwood Farms for 2.. years.
1
Michael Pickens
SWORN TO AND SUBSCRIBED before me on this ,28TA day of re-hr--'4,D

20 fg
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My Commission Expires: 3—u- e_
2
PART
THOMAS KRAJENTA,
et al,
Petitioners, No: 4,4 - ig-62;DS3

VS.
RIVERWOOD FARMS
ASSOCIATION, INC.,
Respondent
VERIFICATION
1. I, Johnny Pulliam, am over the age of 18 years and am an owner of property in the
have lived in Riverwood Farms for i years.
1
Johnny Pulliam
SWORN TO AND SUBSCRIBED before me on this;' day of Fte,..6.

20
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My Commission Expires:
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PART y
THOMAS KRAJENTA,
et al,
Petitioners, No: CA ^3
VS.
RIVERWOOD FARMS
ASSOCIATION, INC.,
Respondent
VERIFICATION
1. 1, Terry Coggins, am over the age of 18 years and am an owner of property in the
have lived in Riverwood Farms for 42,& years.

1
SWORN TO AND SUBSCRIBED before me on thisAS TA day of 4,k1 ,
20
NOTARY PUBLIC
My Commission Expires: J--1)Aie__ao

PART
THOMAS KRAJENTA,
et al,
Petitioners, No: 41-19-r2VE.--3
vs.
RIVERWOOD FARMS
ASSOCIATION, INC.,
Respondent
VERIFICATION
1.I, David Mills, am over the age of 18 years and am an owner of property in the Riverwood
Farms subdivision and a member of the Riverwood Farms Homeowners Association. I have lived in
Riverwood Farms for /7 years.

David Mills
SWORN TO AND SUBSCRIBED before me on this day of
20 .
001111
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2
PART
THOMAS KRAJENTA,
et al,
Petitioners, No: (.4-' je-C27*-3
VS.
RIVERWOOD FARMS
ASSOCIATION, INC.,
Respondent
VERIFICATION
1. I, Kim Wagner, am over the age of 18 years and am an owner of property in the
have lived in Riverwood Farms for 23 years.

1
Kim Wagner
SWORN TO AND SUBSCRIBED before me on this 3.,A Tik day of AZ v, ny

20 iS? .
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CERTIFICATE OF SERVICE
The foregoing Amended Petition was sent both by email and by regular mail or hand
delivered to Cannon F. Allen. Sr, Adams and Reese. LLP. 6075 Poplar Avenue. Suite 700.
Memphis Tennessee, 38119, Attorney for Riverwood Farms, Inc. on this )day of May, 2018.
66

FIRST AMENDED VERIFIED COMPLAINT FOR A DERIVATIVE SUIT, PETITION TO STOP ULTRA VIBES ACTIVITY, VERIFIED PETITION TO APPOINT A RECEIVER TO ADMINISTER THE AFFAIRS OF RIVERWOOD FARMS ASSOCIATION, INC. AND REQUEST FOR DECLARATORY JUDGMENT

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FIRST AMENDED VERIFIED COMPLAINT FOR A DERIVATIVE SUIT, PETITION TO STOP ULTRA VIBES ACTIVITY, VERIFIED PETITION TO APPOINT A RECEIVER TO ADMINISTER THE AFFAIRS OF RIVERWOOD FARMS ASSOCIATION, INC. AND REQUEST FOR DECLARATORY JUDGMENT

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IN THE CHANCERY COURT OF SHELBY COUNTY TENNESSEE

THIRTIETH JUDICIAL DISTRICT AT MEMPHIS

in their capacity as incumbent members )(

in their capacity as members of )(

VS. )( No: CH-18-0278

in their capacity as incumbent members )(

Association and two (2) general members of the Association.

and the Association, a Tennessee non-profit corporation, operating as a homeowners association.

this action derivatively on behalf of the Association as Board Members.

derivatively on behalf of the Association in their capacity as general members.

NATURE OF THE ACTION

5. This action is brought as a result of a long history of numerous negligent,

and all of which are attached as Exhibit A to this Petition.

7. Relief is instead requested by Petitioners on behalf of the Association to prevent

continued harm and wrongdoing to it.

9. Further relief is requested by the appointment of a receiver pursuant to the general

receiver statute, Tenn. Code Ann. § 29-1-103.

11. This is the first application for a receivership.

12. This is a legitimate case or controversy; nothing is theoretical about it.

13. It is ripe for adjudication.

JURISDICTION, VENUE AND SERVICE OF PROCESS

101, et. seq., §§ 29-1-101, et seq.. and §§ 29- 14-101, et seq.

15. Riverwood Farms (the "Subdivision") is a single family dwelling, residential

the U.S. Postal District of 38016.

Dismiss the Original Petition.

notified of the Original Petition and named as interested parties.

20. The four (4) are now being renamed as Defendants.

indispensable party to this derivative action.

LEGAL GROUNDS FOR DERIVATIVE ACTION

27. Tenn. Code Ann. § 48-56-401 states in pertinent part:

"(a) A proceeding may be brought in the right of a domestic or foreign

(c) A complaint in a proceeding brought in the right of a corporation must be

behalf of the Association.

30. Additionally, the Association is an indispensable party.

general members is also derivative in nature.

Code Ann. § 48-56-401(f).

LEGAL GROUNDS FOR CHALLENGING ULTRA VIRES ACTIONS

34. Tenn. Code Ann. § 48-53-104 states:

"A corporation's power to act may be challenged in a proceeding against an

36. Furthermore, the aforementioned provision of the Association's CCRs (Article

LEGAL GROUNDS JUSTIFYING THE APPOINTMENT OF A RECEIVER

37. Tenn. Code Ann. § 29-1-101 states:

action is brought to prohibit all of the above.

Association are maintained during the litigation process.

the Court as verifications to the Original Petition.

LEGAL GROUNDS FOR REQUESTING A DECLARATORY JUDGMENT

41. Tenn. Code Ann. § 29-14-103 states:

Construction of statutes and written instruments.

and the Board and can do so derivatively.

pursuant to the Association's CCRs, applicable ordinances, statutes and laws.

set forth below.

individuals residing in the Subdivision.

no physical increase in the size of the Subdivision.

(100) to one hundred twenty-five (125) dwellings.

businesses operating from dwellings within the Subdivision.

53. As aforementioned, the Subdivision is governed by a homeowners association,

owners at an annual meeting.

Association to operate it and maintain it.

infrastructure assets for the Subdivision.

Association faces unique challenges in terms of the complexity and costs.

Public Property and Public Services

exits including an entrance and exit to Riverwood Elementary School.

which accompany most streets.

and Shelby County Sheriffs Department.