Creekside Covenants

00798

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00226

COAR21 PAM:39

708 206279

...

042105

Return after recording to:

Stephen A. Winter, Esq. Weinstock & Scavo, P.C.

3405 Pledmont Road, NE, Suite 300

Atlanta, Georgia 30305

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

FOR

THE VILLAGES AT CREEKSIDE TOWNHOMES

Recording References:

Plat recorded at Phat Book 35 Page Je, Ocone County, Georgia records.

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TABLE OF CONTENTS Page

DEFINITIONS...

(a) Additional Property

(b) Articles of Incorporation

Association ...

(a) Board of Directors

e} Buildout ...

By-Laws..

Certificate of Occupancy

Common Area...

Common Expenses

Community or Property...

(K) Community-Wide Standard

() Conversion Date

(m) Creekside...

(n) Creekside Association

(o) Creekside Common Property

Creekside Declaration

Creekside Governing Documents

Declarant..

Declaration

Design Review Board or DRB..

First Mortgage..

First Mortgagee

Impervious Surface

Improvements..

Land-Disturbing Activity

Limited Common Area

Lot.

Majority

Member

(dd) Mortgage

(ee) Mortgagee

(ff) Owner ..

(gg) Person.

(hh) Property ..

(11) Townhome

Rules and Regulations

2. DEVELOPMENT.

(a) Development of Property ... ... 6 (b) Development of Additional Property ..

Designation of Lots .. .. 7 (c)

(d) Zoning ...

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TABLE OF CONTENTS (continued) Page

3. PROPERTY RIGHTS

(a) General

(b) Easement of Enjoyment

Reserved Easements .. 9 (c) Easement of Association ..

(a) Easement for Maintenance . 9 (e) Alterations to Lots and Common Area 9

Easement of Encroachment ...... 9 (g) Construction and Sale Period Easement 10 (h)

(1) Easements for Utilities, Etc..

Easement for Law Enforcement/Fire Protection ...

Easement for Walks, Trails, Signs and Perimeter Walls

(K) Easement for Landscape

(m) Easement for Drainage.

(n) Easement for Entry ...

(o) Easement for Entry Features

(p) Creekside Association Easements

ASSOCIATION MEMBERSHIP AND VOTING RIGHTS...

4.

(a) Membership ..

(b) Multiple Owners

(c) Voting ..

(a) Declarant Control

ASSOC LATION POWERS AND RESPONSIBILITIES..

5. Common Area

(a)

(b) Services .......

(c) Power to Contract

(d) Rules and Regulations

(e) Implied Rights

6. MAINTENANCE. Association's Responsibility for Common Area and Limited Common Area

(a) Association's Responsibility for Lots..

(b)

c) Owner's Responsibility...

(d) Limited Common Area..

(e) Party Walls

(f) Creekside Association Maintenance

19 INSURANCE AND CASUALTY OR LIABILITY LOSSES.. ..... 19 7. Insurance - Common Area..

(a)

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TABLE OF CONTENTS (continued) Page

20 Insurance -- Townhomes 22 (b)

(c) General. 22 8. CONDEMNATION

ANNEXATION OF ADDITIONAL PROPERTY.. 222 9. Unilateral Annexation by Declarant....

(a) 23 (b) Other Annexation.......

(c) Withdrawal of Property

10. ASSESSMENTS..

(a) Purpose of Assessments.

Creation of Lien and Personal Obligation for Assessments.

(b) Computation of General Assessments ..

(c)

(d) Special Assessments ..

Specific Assessments

Lien for Assessments.

(g) Nonpayment of Assessments

(h) Commencement of Assessments

Budget Deficits During Declarant Control.

Capital Reserve Budget and Contribution.

(k) No Setoff or Deduction

Application of Payments

(m) Fiscal Year

SHARED USE OF RECREATIONAL AREA...

Shared Use and Grant of Recreational Area Easement

(a) Grant of Access and Road Use Easement ..

(b) The Estates at Creekside Instruments..

(c) Recreation Area Committee

(d)

(e) Shared Costs ..

(+) Record Keeping.

(g) Powers and Duties of the Committee.

12. ARCHITECTURAL STANDARDS.

(a) Creation of Design Review Board....

Function of DRB..

c) Plans and Specifications

(d) Release of Liability ..

(e) Compliance with Law ...

(t) Inspection..... 34 (g) Interior Alterations .......

(h) Creekside Governing Document........

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TABLE OF CONTENTS (continued) Page

34

13. USE RESTRICTIONS..

(a) General..

(b) Residential Use.

(c) Single-Family..

(a) Gardens .......

Play Equipment

(*) Temporary Structures..

(g) Signs....

(h) Nuisance ..

Prohibited Activities

Animals and Pets

Garbage Cans, Wood Piles, etc..

(K)

Lighting..

(m) Sight Distance at Intersections..

(n) Energy Conservation Equipment.

Above-Ground Pools ... 37

38 (P) Parking.. 38 (q) Antennas or similar Equipment

Firearms.. 38 Traffic Regulations 38

38 Leasing... 39 (u) Drainage. 39 (v) Unsightly or Unkempt Conditions

Fences .. 39 Artificial Vegetation, Exterior Sculpture and Similar Items. 39 (x) 39

Tree Removal ..

Utility Transformer and Stand Pipes..

(z)

(aa) Mailbox..

Creekside Documents Compliance. 39 (6b)

(cc) Governmental Regulations

14. MORTGAGEE PROVISIONS...

(a) Notice of Action

(b) No Priority ...

Notices to Association .. 40 (c)

(d) Failure of Mortgagee to Respond..

40 ASSOCIATION'S OBLIGATION TO PROVIDE DOCUMENTATION..

15. 40

CREEKSIDE GOVERNING DOCUMENTS COMPLIANCE...

16. ... 41

USE OF CREEKSIDE COMMON PROPERTY........

17.

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TABLE OF CONTENTS (continued) Page

41 CREEKSIDE ASSOCIATION AS THIRD PARTY BENEFICIARY... 41 18. GENERAL PROVISIONS.. 41 19.

(a) Enforcement

Self-Help.. 42 Duration .. 43 Amendment 43 Partition.... 43 Severability 43 (g) Captions..

Perpetuities

Litigation...

Indemnification ..

(k) Books and Records.

(1) Financial Statements ..

(m) Notice of Purchase ... Duty of Owners to Inform the Association of Current Address.

(n)

Estoppel Certificates ..

Agreements...

Implied Rights..

Use of Word "Creekside"...

(S) Variances ..

(t) Conflict..

Security ....

(V) Gender and Grammar

(W) Interpretation

EXHIBITS:

Exhibit "A" Legal Description of Property

Exhibit "B" Legal Description of Additional Property

Exhibit "C" Recreation Area

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STATE OF GEORGIA

COUNTY OF OCONEE

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR

THE VILLAGES AT CREEKSIDE TOWNHOMES This Declaration of Covenants, Conditions and Restrictions for The Villages at (hereinafter Declaration) is made on day of Creekside Townhomes → 2005 by Creekside Development Properties NV, LLC, a Georgia limited liability company (hereinafter "Declarant"). WITNESSETH:

improvements thereon located in GMD 1331 of Oconee County, Georgia, being more WHEREAS, Declarant, is the sole owner in fee simple of the real property and particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (hereinafter the "Property"). Declarant intends by this Declaration to impose upon the Property mutually beneficial covenants, conditions, restrictions and easements under a general plan of improvement and development for the benefit of future owners of property within the residential procedure for the overall development of the Property and to establish a method for the community to be known as Creekside. Declarant desires to provide a flexible and reasonable administration, maintenance, preservation, use and enjoyment of the Property submitted to this Declaration; and WHEREAS, Declarant desires to submit said Property to the provisions of this Declaration; and WHEREAS, Declarant desires to reserve the right and option to submit to the provisions of this Declaration at a later date all or any portion of certain real property located in Oconee County, Georgia, being more particularly described on Exhibit "B" attached hereto and incorporated herein by this reference. NOW, THEREFORE, Declarant hereby declare that all of the Property, and any additional property which may be subjected to this Declaration in accordance with its terms, shall be held, sold and conveyed subject to the covenants, conditions, restrictions and easements hereinafter set forth, which are for the purpose of protecting and preserving the value and desirability of the Property, and which shall run with the Property submitted to this Declaration and which shall be binding on all parties having any right, title or interest in and to such Property, their heirs, successors, successors in title and assigns and which shall inure to the

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Pursuant to the terms of the Declaration of Covenants, Conditions and Restrictions for and made by Creekside Development Properties NV, LLC, a Creekside dated Georgia limited liability company, such Declaration of Covenants, Conditions and Restrictions for Creekside being recorded in the Official Records of Oconee County, Georgia in Deed Book _ Pages Restrictions for Creekside being collectively referred to as the ("Creekside Declaration"), Creekside , as amended (hereafter, such Declaration of Covenants, Conditions and Development Properties NV, LLC, a Georgia limited liability company, may amend the Creekside Declaration without the consent or approval of The Creekside Master Association, Inc. or any other Owners subject to the afore-referenced Creekside Declaration and, by the terms of this Declaration, the Declarant desires to amend the afore-referenced Creekside Declaration to subject the Exhibit "A" property to the terms of the afore-referenced Creekside Declaration and, by such Amendment, provide that the Property is a part of Creekside and that the Owners of Lots subject to this Declaration, are members of The Creekside Master Association, Inc. Pursuant to the terms of the afore-referenced Creekside Declaration, the Architectural Review Board (hereafter referred to as the "ARB'), as a committee appointed by the Board of Directors of The Creekside Master Association, Inc. or by the Declarant has the responsibility for hereinafter set forth, the ARB as provided for in the Creekside Declaration, does approve the approval of the matters described in the Creekside Declaration and, by execution hereof, as hereto, including the expansion thereof of such Community in accordance with Section 9 of the development of the Property in accordance with the terms of this Declaration and any amendment Declaration. Creekside Development Properties NV, LLC also acknowledges and approves the use of the period of sale of the Lots, whether located in the Property or the Additional Property. word Creekside and the logo for Creekside in printed and/or promotional materials during the 1. The following words, when used in this Declaration or in any amendment to this DEFINITIONS Declaration shall have the following meanings: "Additional Property" shall mean any property as may be adjacent to or contiguous with property which is subject to this Declaration, which may be added to The Villages at Creekside Townhomes in accordance with the terms of Section 9 of this Declaration. Property shall be deemed to be adjacent to or contiguous with Property which is subject to this Declaration (or property made a part of Creekside) if it physically connects to such property, at any point, or if it is separated only by a road, public or private, or water course, including any river, creek or lake. (b) "Articles of Incorporation" shall mean and refer to the Articles of Incorporation of the Association, as such document may be amended from time to time. "Association" shall mean and refer to The Villages at Creekside Townhomes Owners Association, Inc., a Georgia nonprofit corporation, its successors and assigns. 2 3/30/05

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(a) "Board of Directors" or "Board" shall mean and refer to the Board of Directors of the Association, which is the governing body of the Association. "Buildout" shall mean and refer to the date upon which the first of the following events occur: (i) the date on which there has been a Townhome constructed on each Lot contemplated to be in the Community and each Lot in the Community has been conveyed to (e) a Person for residential occupancy; or (ii) a date established by the Declarant, in its sole discretion as indicated by a written instrument filed of record with the Clerk of the Superior Court of Oconee County, Georgia. By-Laws" shall mean and refer to the By-Laws of the Association as the same now exist or as may hereafter be amended. (1)

certification issued by the appropriate goverment authorities as a prerequisite to occupancy of (g) "Certificate of Occupancy" shall mean and refer to any required any Townhome on any portion of the Property. "Common Area" shall mean and refer to all real and personal property otherwise made available for the exclusive use and enjoyment of the Owners. Nothing herein now or hereafter owned by the Association for the common use and enjoyment of the Owners or (h) shall be construed so as to create any obligation for Declarant to convey any property or improvements to the Association. "Common Expenses" shall mean and refer to the actual and estimated expenses of operating the Association and the Community, including reasonable capital reserves, all as may be imposed hereunder or found to be necessary or appropriate by the Board pursuant (1) to this Declaration, the By-Laws and the Articles of Incorporation. "Community' or "Property' shall mean and refer to the residential development by Declarant on the Property known as The Villages at Creekside Townhomes and on such additions thereto as may be made by Declarant. generally prevailing in the Community for conduct, maintenance, architectural and design (k) "Community-Wide Standard" shall mean and refer to the standard standards and other matters as determined by the Declarant, for so long as the Class "B" Member continues to exist, and thereafter as determined by the Board. Such determination by the Board must, however, be consistent with the Community-Wide Standard originally established by the Declarant. "Conversion Date" shall have the meaning ascribed to it in Paragraph (c)(ii) of Section 4 of this Declaration. "Creckside" is a residential development subject to the Creekside Declaration located in Oconee County, Georgia, owned and developed by Creekside Development (m)

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Properties NV, LLC, a Georgia limited liability company, within which the Property herein described lies and is a part of said residential development. a Georgia non-profit membership corporation which Creekside Development Properties NV, LLC, (n) "Creekside Association" shall mean The Creekside Master Association, Inc., a Georgia limited liability company, has incorporated for the purpose of succeeding to such entity's ownership of all Creekside Common Property of every nature and kind within Creekside and to such entity's administration and enforcement of the Creekside Declaration. "Creekside Common Property" shall mean any portion of the property which is subject to the restrictions within such Creekside Declaration defined as Creekside Common Property together with any improvements now or hereafter located thereon, such Creekside (O) such Creekside Common Property being the Creekside Common Property as defined under the Common Property shall be separate and distinct from the Common Areas within the Community; aforereferenced Creekside Declaration. "Creekside Declaration" shall mean and refer to the Declaration of , Page Covenants, Conditions and Restrictions for Creekside, recorded at Deed Book (P) Oconee County, Georgia records, as amended. "Creekside Governing Documents" shall mean and refer to the Creekside Declaration, all Supplemental Declarations, the Articles of Incorporation and the By-Laws for The Creekside Master Association, Inc., the Architectural Design Guidelines and Restrictions (q and Rules for Creekside, all Cost Sharing Agreements, all additional covenants governing portion of the properties comprising the Creekside development, and such resolutions as may be adopted by the Board of Directors for The Creekside Master Association, Inc., all as they may be amended, and as set forth in the Creekside Declaration. Georgia limited liability company and its successors, successors in title and assigns, provided the "Declarant" shall mean Creekside Development Properties NV, LLC, a instrument of conveyance to any such successor in title or assign must specifically designate such successor in title or assign as the Declarant hereunder. Upon the designation of such successor Declarant, unless otherwise provided in any conveyance by the former Declarant, all rights of the former Declarant in and to such status as Declarant hereunder shall cease, it being understood that as to all of the Property there shall only be one Person entitled to exercise the rights and powers of the Declarant hereunder at any time. amended from time to time in accordance with this Declaration. (s) "Declaration" shall mean and refer to this document as such shall be Board as empowered in accordance with Section 12 hereof. (t) "Design Review Board' or "DRB" shall mean and refer to that certain

(u) "First Mortgage" shall mean and refer to a first priority Mortgage. (v) "First Mortgagee" shall mean and refer to the holder of a First Mortgage.

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surface which prevents the infiltration of storm water into the ground below the structure or (W) "Impervious Surface" shall mean and refer to a man-made structure or surface. Examples are buildings, roads, driveways, parking lots, decks, swimming pools or patios. "Improvements" shall mean and refer to any Townhome, driveways, parking areas, fences, walls, recreational equipment, playhouses, play equipment, pools, steps, landscaping, lighting, signage, excavation, ditches, diversions, berms or any other thing or device (x) that alters the flow of any water and all other structures, improvements or landscaping materials of every kind and type placed, erected, constructed, maintained or permitted on a Lot or on a Lot's Limited Common Area. "Land-Disturbing Activity" means and shall refer to any grading, scraping, excavating, or filling of land; clearing of vegetation; and any construction, rebuilding, or alteration of a structure. Land-disturbing Activity shall not include activities such as ordinary repairs, additions or minor modifications to a single-family residence, and the cutting of maintenance and landscaping operation, individual home gardens, yard and grounds upkeep, firewood for personal use. "Limited Common Area" shall mean and refer to a portion of the Common Area reserved for the exclusive use of one or more, but less than all, of the Lots and is identified as (z) Limited Common Area on the recorded plats for the Community. "Lot" shall mean and refer to a platted portion of the Property, other than the Common Area, intended for single family residential use, created in accordance with Section (aa) 2(c) hereof. "Majority" shall mean and refer to those eligible votes totaling more than fifty percent (50%) of the total eligible number. (bb)

(cc) "Member' shall mean and refer to a Person that is a member of the Association as provided in this Declaration. "Mortgage" shall mean and refer to a deed to secure debt, deed of trust, mortgage or other similar instrument used for the purpose of conveying or encumbering real (dd) property as security for the payment of an obligation. "Mortgagee" shall mean and refer to the holder of a Mortgage.

(ee) "Owner' shall mean and refer to the record Owner of any Lot which is part of the Property within the Community, but excluding (i) any Person holding an interest merely as security for the performance or satisfaction of any obligation; (ii) contract purchasers; (ff) and (iii) any govermental authority which holds title as a result of a dedication by Declarant.

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limited liability company, association, trust or other legal entity, or any combination thereof. (gg) "Person" shall mean and refer to a natural person, corporation, partnership, Exhibit "A" attached hereto and made a part hereof by this reference and shall further refer to (hh) "Property" shall mean and refer to that certain real property described in such Additional Property or part thereof when and if such is annexed by amendment or Supplemental Declaration to this Declaration. Property shall also include such real property as might be owned in fee simple by the Association. "Townhome" shall mean and refer to any building, structure, or improvement on any Lot intended for use and occupancy as a residence and all appurtenances thereto including, but not limited to, all garages, porches, balconies, accessory structures, decks, (ii) overhangs, foundations, extensions and projections therefrom. "Rules and Regulations" shall mean the current Rules and Regulations of the Association as may be supplemented, amended and repealed from time to time by the Board of (J) Directors. DEVELOPMENT

2. Development of Property. All of the Property and any right, title or interest therein shall be owned, held, leased, sold and conveyed by Declarant, any record Owner and any subsequent Owner of all or any part thereof, subject to this Declaration and the (a) covenants, conditions, restrictions, easements, charges and liens set forth in this Declaration. All Lots within the Property (i) shall be and are hereby restricted exclusively to townhome residential use, (ii) shall be developed and built upon only for townhome dwelling purposes, and (iii) shall be subject to the terms set forth in this Declaration. Until Buildout, Declarant shall have the right, but not the obligation, to make improvements and changes to all Common Area and to all Lots owned by Declarant, including, without limitation, installation of any Improvements in and to the Common Area, changes in the location or boundaries of any Lots owned by Declarant or of the Common Area, and installation of any water, sewer and other utility and drainage systems and facilities.

option and privilege (but not the obligation) to be exercised in its sole discretion, to submit and develop Townhomes and, from time to time, to submit Additional Property to the provisions of (b) accordance with the terms, conditions and limitations set forth in Section 9 below. this Declaration. This option, right and privilege may be exercised only by Declarant in subdivide and/or reconfigure all or any portion of the Property owned by Declarant into Lots, (c) Designation of Lots. Declarant shall have the unilateral right and power to power from time to time by causing an appropriate plat or plats to be prepared for the Lot or Lots without the joinder or consent of any other Person. The Declarant shall exercise such right and which Declarant desires to designate as such and by filing such plat or plats for public record in the Office of the Clerk of the Superior Court of Oconee County, Georgia.

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change the zoning of any portion of the Property as the owner thereof or, if not the owner, with (d) Zoning. Declarant shall have the right and power, from time to time, to overall development of the Property. No Owner other than Declarant shall apply for any change the written consent of the owner thereof, in such manner as Declarant deems appropriate for the in zoning, including variances, of any portion of the Property owned by such Owner unless such zoning changes are approved in writing by Declarant prior to the Conversion Date or by the contained in this Declaration which shall control over any uses permitted by such zoning Board after the Conversion Date. Any such zoning change shall not affect the use restrictions changes; provided, however, nothing contained in this Declaration shall give or be deemed to give either to Declarant or any Owner the right or power to use any portion of the Property in a manner which would violate applicable zoning ordinances, rules or regulations. 3. PROPERTY RIGHTS General. Each Lot shall, for all purposes, constitute real property which shall be owned in fee simple and which, subject to the provisions of this Declaration may be conveyed, transferred and encumbered the same as other real property. The ownership of each Lot shall include, and there shall pass with title to each such Lot as an appurtenance thereto, whether or nor separately described, all rights of a Member in the Association and all of the right The Declarant, the and interest of use in and to the Common Area as set forth herein. Association and their respective employees, agents, successors and assigns shall have the right at all reasonable times to enter upon all parts of each easement area transferred pursuant to this Section 3 for any of the purposes for which such easement area is reserved, without being deemed to have committed a trespass or wrongful act solely by reason of such entry and the carrying out of such purposes, provided the same are done in accordance with the provisions of ingress and egress and use and enjoyment in and to the Common Area, subject to the terms of this (b) Easement of Enjoyment. Each Owner shall have a right and easement of Declaration. Such right and easement may be exercised by each Owner and their respective family, licensees, guests and invitees, subject to the Rules and Regulations as may be adopted by the Board from time to time. An Owner may assign to a tenant of his Lot all rights of access to and use of the Common Area so that such tenant, his family and guests shall be entitled to access to and use of the Common Area on the same basis as the assignor and his family and guests. The foregoing right and easement shall be appurtenant to and shall pass with the title to every Lot, subject to the following easements, reservations, rights and provisions, which are expressly reserved hereby: the right of the Board to charge reasonable admission and other fees for the use of any portion of the Common Area; to limit the number of guests who may use the Common Area; to allow Persons who are not Members of the Association to use the and to provide for the exclusive use and enjoyment of specific portions of the Common Area at Common Area on a regular or temporary basis and to charge or not charge a user fee therefore; certain designated times by an Owner, his family, tenants, guests, licensees and invitees;

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Owner and the right to use the Common Area for any period during which (i) any assessment (i1) the right of the Association to suspend the voting rights of an which is hereby provided for remains unpaid and (ii) any infraction of the terms of the Declaration, the By-Laws, or the Rules and Regulations remains uncorrected or uncured and for an additional period thereafter not to exceed thirty (30) days; the right of the Association to borrow money (A) for the purpose of improving the Common Area or any portion thereof, (B) for acquiring additional Common Area, (C) for constructing, repairing, maintaining or improving any facilities located or to be (111) located within the Common Area, or (D) for providing the services authorized herein, and, subject to the provisions herein, to give as security for the payment of any such loan a Mortgage against the Common Area; provided, however, that the lien and encumbrance of any such Mortgage given by the Association shall be subject and subordinate to any and all rights, interests, options, licenses, easements and privileges herein reserved or established for the benefit of Declarant and provided, further, that after the Conversion Date, no more than Ten Thousand and No/100 Dollars ($10,000.00) may be borrowed by the Association unless such indebtedness has been approved by Members representing a Majority of the total Association vote and Declarant, until Buildout; the right of the Association to grant and accept easements as provided herein and to dedicate or transfer all or any portion of the Common Area to Oconee County, Georgia or to any other public agency or authority, public service district, public or (iv) private utility, or other Person provided that any such transfer must be approved by the Members representing a Majority of the total Association vote and by the Declarant until Buildout; provided, however, Declarant shall have the unilateral right, prior to Buildout, to dedicate, transfer or grant property, permits, licenses or easements for utilities, roads and other purposes reasonably necessary or useful for the proper development, maintenance or operation of the Property; (v) the right of the Declarant or, after Buildout, the Association with redefine or redescribe the use of any portion of the Common Area; the approval of Members representing a Majority of the total Association vote, to alter, change,

(vi) the rights and easements reserved herein for the benefit of the Declarant and the Association; and Reserved Easements. Declarant hereby reserves, in addition to the other easements in this Declaration, the perpetual, alienable and transferable easement and right, for the benefit of the Declarant and its successors and assigns, to enter and travel upon over and (c) improvements within the Property, Additional Property and/or Creekside including construction. across the Community, including the Common Area, for the purpose of completion and repair of alteration, maintenance or repair of Improvements and Townhomes on Lots, and for all reasonable purposes to further assist and enhance the marketing and construction and sale of the Property, Lots or Townhomes or any other Property located within Creekside, together with the easement in and to the Community, inclusive of the Common Area and Lots, for the maintenance of signs, sales offices, construction offices, business offices, and such other facilities the

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completion, improvement and/or marketing and sale of Lots, Townhomes or the Community or Declarant, in its sole opinion, may deem required, convenient, necessary or incidental to the any other property located within Creekside until Buildout. Any damage to any Lot, Townhome or any portion of the Community occurring during the use of the foregoing easement or rights shall be repaired by the Person who caused such damage. Easement for Association. There is hereby reserved for the benefit of the Association, its officers, board members, agents and employees, including, but not limited to any manager employed by the Association and any employees of any such manager, the general right (d) and easement to enter upon any Lot or portion thereof in the performance of its respective duties. Except in the event of emergencies, this right and easement is to be exercised only during normal business hours and, whenever practical, only upon advance notice and with the permission of the owner of the Lot directly affected thereby. perpetual easement for the benefit of Declarant or the Association across such portions of the (e) Easement for Maintenance. Declarant hereby expressly reserves a necessary to allow for the maintenance required by this Declaration. Such maintenance shall be Community, determined in the sole discretion of the Declarant and the Association, as are performed with a minimum of interference to the quiet enjoyment to Owners' property, reasonable steps shall be taken to protect such property, and damage shall be repaired by the Person causing the damage at its sole expense. Alterations to Lots and Common Area. There is hereby reserved in Area or any Lot owned by Declarant including, but not limited to, the right to alter the size, Declarant the right to alter, modify or realign the boundaries or configuration of the Common (D shape, slope and terrain of such Lots and the Common Area. Any such alteration shall be shown by an amendment to the plat depicting such Lot or Common Area which is recorded in the appropriate land records. Easement of Encroachment. If any portion of the improvements constructed on the Common Area encroaches upon any Lot, or if any Improvement constructed upon a Lot encroaches upon the Common Area, or if any Improvement constructed upon a Lot (g) encroaches upon any other Lot, as a result of construction, reconstruction, repair, shifting, settlement or movement of any portion of the Improvement on any Lot or the improvement on the Common Area, a valid easement for the encroachment and for the maintenance of the same shall exist so long as the encroachment exists; provided, however, if any Improvement on any Lot or any improvement on the Common Area is knowingly and willfully constructed, reconstructed or repaired so as to encroach, respectively, on the Common Area or a Lot to an extent greater than five (5) feet, no such easement shall exist. Construction and Sale Period Easement. Notwithstanding any provisions contained in the Declaration, the By-Laws, Articles of Incorporation, use restrictions, rules and regulations, design guidelines, and any amendments thereto, until Declarant's unilateral right to (h) property in the Community, or within Creekside, or otherwise subjected to the Creekside subject property to this Declaration terminates and thereafter so long as Declarant owns any Declaration, for development or sale, Declarant reserves an easement across the Community for

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Declarant to maintain and carry on development activities, upon such portion of the Community as Declarant may reasonably deem necessary. This reserved easement shall include an easement for such facilities and activities which, in the sole opinion of Declarant, may be required, convenient, or incidental to the development, construction, and sales activities related to property within or near the Community and/or Creekside. This easement shall include, without limitation: traffic and construction activities over, under, on, or in any portion of the Community as well as (i) The right of access, ingress and egress for vehicular and pedestrian any Lot in the Community; the right to tie into any portion of the Community with driveways, parking areas and walkways; (ii)

or any other fee for so doing), replace, relocate, maintain and repair any device which provides (111) The right to tie into or otherwise connect and use (without a tap-on utility or similar services; The right (but not the obligation) to construct recreational facilities on Common Area; (iv)

(V) The right to carry on sales and promotional activities in the Community;

(vi) The right to place direction and marketing signs on any portion of the Community, including any Lot or Common Area; The right to construct and operate business offices, signs, construction trailers, model residences and sales offices incidental to the construction, development and sales activities; and (viii) Declarant may use a Lot owned by Declarant as model residences and sales offices, and may also use recreational facilities available for use by the Community as a sales office or for marketing purposes without charge. Rights exercised pursuant to such reserved easement shall be exercised with a minimum of interference to the quiet enjoyment of affected property, and reasonable steps shall be taken to protect such property from damage. Any damage shall be repaired by the Person This Section shall not be amended without the causing the damage at its sole expense. Declarant's express written consent until the Declarant's rights hereunder have terminated as provided in this Declaration. Easements for Utilities, Etc. There is hereby reserved to the Declarant and, after the Conversion Date, to the Association upon approval by Members representing a Majority of the total Association vote, and with the written consent of the Declarant until (i) Buildout, to grant blanket easements upon, across, over and under all of the Property, including

10 3/30/05

00798 00242 - 00242 television antenna or cable systems, security and similar systems, walkways, slopes and all Lots, for access, ingress, egress, installation, replacement, repairing and maintaining of master utilities, including, but not limited to, waler, swer, telephone, gas, electrical, storm sewers, and drainage systems; provided this easement shall not unreasonably impair the ability of any Owner to construct or install Townhomes on any Lot or to cause physical, nonrepairable damage to any Townhome as might exist on any such Lot. To the extent possible, all utility lines and facilities serving the Community and located therein shall be located underground. By virtue of any such easement, it shall be expressly permissible for the holder of the easement, with respect to the portion of the Property so encumbered, (i) to erect and maintain pipes, lines, manholes, pumps and other necessary equipment and facilities, (ii) to Cut and remove any trees, bushes or (iv) to take any other similar action reasonably necessary to provide economical and safe shrubbery, (iii) to grade, excavate or fill, including the construction of slopes and/or berms or installation, maintenance, repair, replacement and use of such utilities and facilities; provided, however, that the holder of any such easement shall take reasonable actions to repair any damages caused during the exercise of any rights granted under such easement. Easement for Law Enforcement/Fire Protection. Declarant hereby grants to Oconee County, Georgia or such other governmental authority or agency as shall have from time to time jurisdiction over the Property with respect to law enforcement and fire protection, the perpetual, alienable and transferable right and easement upon, over and across all of the Community, including all Lots and Common Area, for purposes of performing such duties and activities related to law enforcement and fire protection as shall be required or appropriate from time to time by such governmental authorities under applicable law. reserved for the benefit of Declarant, the Association, and their respective successors and (k) Easement for Walks. Trails, Signs and Perimeter Walls. It is hereby strips of land fifteen (15) feet in width located along and adjacent to the exterior boundaries of assigns, the perpetual, transferable, and alienable right and easement upon, over and across those all Lots, such strips to be bounded by the exterior boundaries adjacent to streets and roads and by lines in the interior of such Lots which are fifteen (15) feet from and parallel to such exterior sales signs, promotional signs, and related improvements; provided that Declarant shall have no boundaries, for the installation, maintenance and use of sidewalks, traffic directional signals, obligation to construct any such improvements. There is further reserved for the benefit of the Declarant, the Association, and their respective successors and assigns, the transferable, alienable and perpetual right and easement upon, over and across those strips of land fifteen (15) feet in width located along those boundaries of all Lots that constitute a part of the perimeter boundary of the Property, such easement to be used for the purpose of constructing, installing, replacing, and maintaining a perimeter wall or fence around the perimeter boundary of the Property, provided that neither the Declarant nor the Association shall have any obligation to construct any such perimeter wall or fence. Declarant, the Association, and their respective successors and assigns, the perpetual, transferable and alienable right and easement upon, over and across those strips of lands thirty (I) Easement for Landscape. (30) feet in width located along the exterior boundaries of certain Lots within the Community as may be depicted on a plat recorded in the land records of Oconee County, Georgia, adjacent to

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00243 00798 • 00243 the streets and roads, for the installation and maintenance of berms and trees, bushes, shrubbery and other landscaping. No fence, wall or other structure may be built within this easement area except by the Declarant, the Association and their respective successors and assigns, provided that neither the Declarant nor the Association shall have any obligation to construct any such fence, wall or other structure. (m) Easement for Drainage. Declarant hereby reserves a perpetual easement across the Community for the purpose of altering drainage and water across the Community for the purpose of altering drainage and water flow. This right shall include, but is not limited to, altering swales, installing drains, drainage ditches, slopes, pipes, inlets, headwalls, and altering channeling, or piping waterflow across any Lot or any property in the Community. Rights exercised pursuant to this reserved easement shall be exercised with a minimum of interference property, and damage shall be repaired by the Person causing the damage at its sole expense. to the quiet enjoyment of affected property, reasonable steps shall be taken to protect such and the Association, the Declarant or the Association shall have the right (but not the obligation) Easement for Entry. In addition to the other rights reserved to Declarant to enter upon any property or Lot within the Community for emergency, security and safety reasons. This right may be exercised by the Declarant or its designee, any officer of the Board and all governmental employees, policemen, firemen, ambulance, personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner, and the entering party shall be responsible for any damage caused. This right of entry shall include the right of the Board to enter to cure any condition which may increase the possibility of a fire, slope erosion, or other hazard or condition in the event an Owner or occupant fails or refuses to cure the condition upon request by the Board. Easement for Entry Features. There is hereby reserved to Declarant and the Association an easement for ingress, egress, installation, construction, landscaping and maintenance of entry features and similar streetscapes for the Community, over and upon each (0) and right herein reserved shall include the right to cut, remove and plant trees, shrubbery, flowers Lot as more fully described on the recorded subdivision plats for the Community. The easement and other vegetation around such entry feature and the right to grade the land under and around such entry features. Association and its agents, employees, successors and assigns, an alienable, transferable, perpetual Creekside Association Easements. Declarant hereby grants to the Creekside right and easement to enter upon any portion of the Common Area of the Community to exercise any rights of maintenance expressly provided for under this Declaration, including, but not limited to, the maintenance of the Property, so as to maintain the Community-Wide Standard and reasonable standards of health, fire, safety and aesthetic appearance within the Community; and provided that such easement shall not impose any duty or obligation upon the Creekside Association to perform any such action. Additionally, the Declarant hereby grants to the Creekside Association and its agents, employees, successors and assigns the alienable, transferable and perpetual right and easement upon, over and across those strips of land twelve (12) feet wide in width, located upon any portion of the Common Area, unimproved with a building or other similar structure, for the

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designation, installation, operation, maintenance and/or use of a walking trail, provided that such easement shall not impose any duty or obligation upon the Creekside Association to construct any such improvement. ASSOCIATION MEMBERSHIP AND VOTING RIGHTS

4. Membership. Subject to the provisions of this Section, every person who is the record owner of a fee or undivided fee interest in any Lot which is subject to this Declaration shall be a Member of and have membership in the Association. Membership shall (a) Lot which is subject to this Declaration shall be the sole qualification for such membership. In be appurtenant to and may not be separated from ownership of any such Lot, and ownership of a the event that fee title to such a Lot is transferred or otherwise conveyed, the membership in the Association which is appurtenant thereto shall automatically pass to such transferee. The foregoing is not intended to include any person who has an interest in a Lot merely as security for the performance of an obligation, and the giving of a Mortgage in a Lot shall not terminate the grantor's membership in the Association. Multiple Owners. No Owner, whether one or more persons, shall have more than one membership per Lot; provided, however, multiple use rights for multiple Owners of a Lot shall exist subject, however, to the right of the Board to regulate and limit use by multiple Owners. Each Owner, by acceptance of a deed or other conveyance of a Lot, consents and agrees to the dilution of his or her voting interest in the Association by virtue of the submission from time to time of additional Lots as set forth herein. The rights and privileges of membership, including the right to vote, may be exercised by a Member, the Member's spouse or other family member. Voting. The Association shall have two classes of voting Members, Class "A" and Class "B". (c)

exception of the Class 'B" Member, if any. On any issue brought before the Members, Class Class "A". Class "A" Members shall be all Owners, with the required for membership by Section 1, above. When more than one person holds an interest in "A" Members shall be entitled to cast one vote for each Lot in which they hold the interest any Lot, the vote for such Lot shall be exercised as those Owners themselves determine and if one of such multiple Owners exercises the vote without opposition by any other of such multiple more than one of such multiple Owners seeks to exercise the vote, the vote appurtenant to such Owners at the time such vote is exercised, the vote shall be as so exercised. In the event that the Conversion Date, the Class "B" Member shall be entitled to cast votes equal to three (3) Class "B". The Class "B" Member shall be the Declarant. Prior to terminate upon the earlier of the following events (hereinafter the "Conversion Date"): times the total number of the then existing Class "A" votes. The Class "B" membership shall ninety (90) days after the Declarant has sold ninety-five _ ( Lots as are contemplated to be a part of percent (95%) of the approximately

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the Community on the master plan thereof, inclusive of Lots not yet subdivided pursuant to Section 2(c), above, having been conveyed to Owners other than the Declarant;

B. twenty (20) years after the date this Declaration was recorded; or C. the date on which the Declarant, in its sole discretion, chooses to terminate the Class 'B" membership by filing of record with the Clerk of the Superior Court of Oconee County, Georgia a written notice of such termination. Class "A" Member entitled to one (1) vote for each Lot in which it holds the interest required for From and after the Conversion Date, the Class "B" Member shall be deemed to be a membership under Section l, above. Declarant Control. Notwithstanding any other provision to the contrary in this Declaration, the Articles of Incorporation or By-Laws, Declarant retains the authority and right to appoint and remove any member of the Board of Directors and any officer of the acceptance of a deed or other conveyance of such interest, agrees that the Declarant shall have Association until the Conversion Date. Every grantee of any interest in the Property, by the authority to appoint and remove members of the Board of Directors and officers of the Association in accordance with the foregoing provisions of this Section. S. ASSOCIATION POWERS AND RESPONSIBILITIES

IN GENERAL Common Area. The Association, subject to the rights, easements and privileges set forth in this Declaration, shall be responsible for the management and control of the Common Area and all improvements thereon and shall keep the Common Area in good (a) preserve the Common Area for the good and benefit of the Community and the holders of repair and in a clean and attractive condition. The Association shall maintain, operate and easements herein provided for or contemplated. The Association, through action of its Board of Directors, may acquire, hold and dispose of tangible and intangible real or personal property. Notwithstanding the foregoing, after the Conversion Date, the Association shall not, without the prior written consent of Declarant until Buildout, (i) dispose of any real property, (ii) dispose of any tangible or intangible personal property with a value in excess of One Thousand and No/100 Dollars ($1,000.00), (iii) borrow money in excess of Ten Thousand and No/100 Dollars ($10,000.00), or (iv) pledge, mortgage or hypothecate all or any portion of the Common Area. Services. The Association may pay for the services of any person or entity to manage its affairs or any part thereof and any other personnel as the Association's Board of Directors shall determine to be necessary or desirable for the proper operation of the (b) any person or entity with which it contracts. The Association may obtain and pay for legal, Community. Such personnel may be furnished or employed directly by the Association or by accounting and any other professional services necessary or desirable in connection with the operation of the Community or the enforcement of this Declaration, the By-Laws and Rules and

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Regulations. The Association may, but shall not be required, to arrange as an Association expense to furnish water service, sewer service, trash collection, security, street lighting, cable television and other common services to each Lot within the Community. All costs and expenses incident to any of the foregoing, including, but not limited to, any capital expense to purchase the necessary equipment for the same, shall be a Common Expense. Power to Contract. The Association may, acting through its Board of adjacent to the Community to provide services and/or perform services on behalf of such other Directors, contract with any other residential or commercial association or neighborhood (c) contract with any governmental division, department or agency for the provision of services to association or neighborhood. The Association may, acting through its Board of Directors, the Association or its Members. The Association, acting through its Board of Directors, may promulgate Rules and Regulations governing the use and occupancy of the (d) Rules and Regulations Property, including the Lots and the Common Area, including the Limited Common Area, and all improvements located thereon, and governing the operation of the Community, provided, Documents. The Rules and Regulations shall not, however, diminish, alter or affect the rights of however, that such Rules and Regulations shall not be inconsistent with the Creekside Governing use, easements, permits, privileges or licenses provided to Declarant or its successor and assigns. Copies of all Rules and Regulations and any changes thereto, must be furnished by the Association to all Owners prior to their effective date. The Rules and Regulations shall be binding upon all Owners and their families, tenants, guests, licensees, invitees and agents. The invitees and agents and shall ensure that all of the foregoing individuals comply with the terms of Owner of each Lot shall be responsible for the conduct of his family, tenants, guests, licensees, this Declaration, the By-Laws and Rules and Regulations. Implied Rights. The Association may exercise any right or privilege given to it expressly by this Declaration or the By-Laws, Articles of Incorporation or Rules and Regulations of the Association, and every other right and privilege reasonably necessary to be (e) implied from the existence of any such right or privilege or reasonably necessary to effectuate any such right or privilege. To the extent not otherwise required by Georgia law, this shall be exercised by the Board of Directors, acting through the duly elected officers of the Declaration, the By-Laws or the Articles of Incorporation, the powers granted to the Association Association, without any consent or action on the part of the members.

6. Association's Responsibility for Common Area and Limited Common Area. The MAINTENANCE Association shall maintain in good repair the Common Area, including (without limitation) maintenance, repair, and the replacement of all landscaping and improvements installed by the (a) Declarant or the Association situated on the Common Area including but not limited to signs and entry features, vegetation, greenspace areas, trash cans and container structures located on the Common Area, operate and maintain street lights (if not maintained and operated by a governmental entity) in the Community, all storm water drainage and detention facilities and easements serving the Community (to the extent such facilities and easements are not maintained

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00247 00798 ￾ 00247 : by a governmental entity); and all property outside of Lots located within the Community which was installed and maintained by Declarant or subsequently by the Association. The Association shall maintain all landscaping within the Limited Common Areas which was originally installed by the Declarant or the Association and which is not enclosed within a fence. The Association's responsibilities with respect to maintenance of such landscaping shall be limited to cutting of grass, trimming and replacement of trees, shrubs, hedges, bushes, flowers, and other plantings, and clean-up and removal of cuttings, trimmings, and dead plantings, as reasonably necessary or appropriate as determined in the Board's sole discretion. The Association shall also maintain any private streets within the Community, including the surfacing of the streets and maintenance of the shoulders. It is anticipated that no public funds of Oconee County, Georgia will be used to build, repair or maintain the private streets within the Community. The Association shall have the right, but not the obligation, to maintain other property not owned by the Association, within the Community, where the Board has determined that such maintenance would benefit the Owners. All maintenance shall be performed consistent with the Community-Wide Standard. private streets within the Community. The Board of Directors shall maintain a periodic maintenance schedule for all Common Area and replacement of Common Area or Limited Common Area is caused through the willful or In the event that the Association determines that the need for maintenance, repair, or negligent act of an Owner, or the family, guests, lessees, or invitees of any Owner, and is not covered or paid for by insurance, in whole or in part, then the Association may perform such shall be an Assessment against such Owner subject to the Association's lien and collection rights maintenance, repair or replacement at such Owner's sole cost and expense, and all costs thereof provided for in this Declaration. The maintenance shall be performed consistent with the Community-Wide Standard. repair the landscaping and exterior building surface materials of each Townhome in the (b) Association's Responsibility for Lots. The Association shall maintain in good Community and the fixtures and equipment attached thereto as specifically provided herein. All maintenance of Lots and residences constructed thereon which is not specifically assigned to the Association shall be the responsibility of the Owner. The Association shall maintain all landscaping originally installed by the Declarant or by the Association. landscaping shall be limited to cutting of grass, trimming and replacement of trees, shrubs, The Association's responsibilities with respect to maintenance of such and dead plantings, as reasonably necessary or appropriate as determined in the Board's sole hedges, bushes, flowers, and other plantings, and clean-up and removal of cuttings, trimmings, Association and shall not interfere with the Association's landscaping activities. discretion. Owners of Lots shall not alter landscaping installed by the Declarant or the casualty including water damage, the Association shall be responsible for cleaning, repairing, (i) Except for cleaning, repairing and repainting made necessary by any and repainting the exterior surface material of each Townhome including stucco, wood, trim, brick and siding. Except for windows and doors and except for cleaning, repairing and repainting made necessary by any casualty including water damage, the Association shall maintain all exterior building surfaces, sheathing, and shingles within the Community. The

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00248 00798 - 00248 concrete porches, landings, stoops or decks appurtenant to each Townhome which shall be Association shall maintain the sidewalks and privacy screens to each Townhome but not the maintained by the Owner thereof. Except for cleaning, repairing and repainting made necessary by any casualty including water damage, the Association shall clean, maintain and repair the exterior roofing surface (e.g., shingles, decking, flashing, gutters and other surface roofing materials); provided, all other portions of the roof systems, and any vents, fans, plumbing stacks, and other items attached to the roof and serving a single Townhome shall remain a part of the dwelling and be the maintenance responsibility of the Owner. Except for repainting the exterior surface and trim thereof, doors and windows, including screens and hardware, shall be maintained by the Owner thereof unless the Board determines otherwise. time as determined by the Board, in its sole discretion, to make reasonable modifications to the (ii) The Association shall have the right, but not the obligation, from time to arrangements for maintaining landscaping, the exterior of Townhomes, and obtaining and maintaining insurance as required herein.

(iii) The maintenance shall be performed consistent with the Community-Wide Standard. The Association shall not be liable to any Owner, or any Owner's by the Association's failure to discharge its responsibilities under this paragraph or paragraph Occupant, guest, invitee or family member for any damage or injury caused in whole or in part (iV) of the Association. The Association shall not be liable to any Owner for any loss or damage, by 6(a) above unless such damage or injury is caused by the willful misconduct or gross negligence theft or otherwise, of any property of such Owner or his respective guests, invitees, licensees, successors or assigns. No diminution or abatement of assessment shall be claimed or allowed by reason of any alleged failure of the Association to take some action or to perform some function required to be taken or performed by the Association under this Declaration, or for the responsibility of the Association, or from any action taken by the Association to comply with any inconvenience or discomfort arising from the making of improvements or repairs which are the law, ordinance or with any order or directive of any municipal or governmental authority, it being acknowledged by each Owner that the obligation to pay assessments pursuant to this Declaration is a separate and independent covenant on the part of each Owner. Owner's Responsibility. Except as provided in Sections (a) and (b) above, all other maintenance of each Lot and all Townhomes and other improvements thereon including, without limitation, the items listed below, shall be the responsibility of the Owner thereof, who (c) shall maintain the Lot in a manner consistent with the Community-Wide Standard and this Declaration. All doors and windows, including frames, sills, hardware and screens.

(i) All fixtures and equipment including all utility lines, pipes, wires, conduits, systems and air-condition compressors only serving the Lot, whether installed or located within or without the respective Townhome or Lot. (i1)

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(111) All deck, patio, or concrete porch or courtyard appurtenant to a Townhome. All landscaping or items installed by the Owner on his Lot or to the additional landscaping planted by an Owner shall be maintained by such Owner and its exterior of the Townhome thereon (subject to the approval of the Design Review Board). Any (iv) successors at its expense. The foundation of each Townhome, including any subterranean support systems and components, and all other concrete existing on each Lot not expressly stated to be (V) maintained by the Association in subparagraph b above. In the event the Board of Directors determines that (i) any Owner has failed or refused to properly discharge his obligations with regard to the maintenance and repair for which he is responsible hereunder, or (ii) the need for maintenance, repair or replacement (vi) which is the responsibility of the Association hereunder is caused by the willful or negligent act of an Owner or his family, tenants, guests, licensees or invitees, the Association, except in the event of an emergency situation, may give the Owner written notice of the Association's intent to provide such maintenance, repair or replacement, at such Owner's sole cost and expense. The notice shall set forth with reasonable particularity the maintenance, repair or replacement deemed necessary and shall give the Owner ten (10) days within which to complete such maintenance, repair or replacement, or, in the event such maintenance, repair or replacement is not capable of completion within a ten (10) day period, to commence such work within such ten (10) day period and to complete such work within a reasonable time. If an Owner does not comply with the provisions hereof, the Association may provide such maintenance, repair or replacement at the sole cost and expense of the Owner, and all costs and expenses incurred by the Association shall become part of the assessment for which such Owner is personally liable and shall become a lien against such Owners' Lot. Subject to the maintenance responsibilities herein provided, any maintenance or repair performed on or to the Common Area by an Owner or landscaping of the Common Area shall be performed at the sole expense of such Owner or occupant which is the responsibility of the Association hereunder, (including, but not limited to occupant, and the Owner or occupant shall not be entitled to reimbursement from the Association even if the Association accepts the maintenance or repair. improvements and landscaping (subject to the approval of the Design Review Board) which are (d) Limited Common Area. Each Owner shall be responsible for maintaining any within such Owner's Limited Common Area and were not originally installed by the Declarant or the Association or which are enclosed within a fence. Each Owner shall cause his or her respective Limited Common Area to be kept in a neat, clean and sanitary condition. Party Walls. Each wall that is built as part of the original construction which serves as the dividing line between two Lots and/or separates any two adjoining Townhomes shall constitute a party wall. To the extent not inconsistent with the provisions of this paragraph, (e) the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply. With respect to the cost of reasonable repair and maintenance of a party wall that is destroyed or damaged by fire or other casualty, then to the

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extent that such damage is not covered by insurance and repaired out of the proceeds of insurance, any Owner, who has used the party wall may restore it. If other Owners use the party contribution will not prejudice the right to call for a larger contribution from the other users wall thereafter, they shall contribute to the restoration cost in equal proportions. However, such under any rule of law regarding liability for negligent or willful acts or omissions. The right of any Owner to contribution from any other Owner under this paragraph shall be appurtenant to the land and shall pass to such Owner's successors-in-title. Creekside Association Maintenance. The Creekside Association shall have the right but not the obligation to make any repair or replacement which is the responsibility of the Association but which responsibility the Association fails or refuses to discharge. If the Creekside (+) Association determines that the Association has failed or refused to discharge properly its obligation with regard to the maintenance, or repair, or replacement of items of which it is responsible hereunder, then, the Creekside Association shall provide the Association with written notice of the Association's failure or refusal and of the Creekside Association's right to provide the necessary maintenance, repair or replacement at the Association's cost and expense. The notice shall set forth with reasonable particularity the maintenance, repair or replacement deemed necessary by the Board The Association shall also be obligated to pay for the cost of repairing, replacing, or cleaning any item which, although the responsibility of the Creekside of Directors of the Creekside Association. Association, is necessitated by reason of the willful or negligent act of such Association, and such cost shall be an assessment due to the Creekside Association. Unless the Creekside Association determines that an emergency exists, the Association shall have ten (10) days within which to complete maintenance or repair, or if the maintenance or repair is not capable of completion within such time period, to commence replacement or repair within such ten days. If the Creekside Association determines that: (1) an emergency exists or (2) that the Association has not complied with the demand given by the Creekside Association as herein provided; then the Creekside Association may provide such maintenance, repair or replacement at the Owner's sole cost and expense and such cost shall be added to and become a part of the assessment due to the Creekside Association. 7. INSURANCE AND CASUALTY OR LIABILITY LOSSES. (a) Insurance - Common Area. General. The Association's Board of Directors shall have the authority to obtain insurance for all insurable improvements on the Common Area against loss or damage by fire or other hazards, including extended coverage, vandalism and malicious mischief. This insurance shall be in an amount sufficient to cover the full cost of any repair or reconstruction in the event of damage or destruction from any such hazard. The Board shall also obtain a public liability policy applicable to the Common Area covering the Association, its officers, directors, members and agents. The public liability insurance shall have coverage in the amount of at least One Million and No/100 Dollars ($1,000,000.00) per occurrence for bodily injury or property damage and Two Million and No/100 Dollars ($2,000,000.00) of aggregate coverage. The cost of all such insurance coverage shall be a part of the Common Expenses of

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the Association. Each insurance policy may contain a reasonable deductible, which shall be paid by the Association. In addition to other insurance required by this Section, the Board shall obtain, as a Common Expense, workers compensation insurance, if and to the extent necessary, and a fidelity policy or bond on officers, directors, employees and other persons handling or the Board of Directors, using its best business judgment. responsible for the Association's funds. The amount of all such coverage shall be determined by disbursed in payment of any repair or reconstruction covered by such insurance. Any proceeds Disbursement of Proceeds. Proceeds of insurance policies shall be remaining after defraying such cost of repair and reconstruction, or in the event no repair or reconstruction is made after making such settlement as is necessary and appropriate, shall be retained by and for the benefit of the Association.

(iii) Damage and Destruction.

other casualty of all or any part of the Common Area covered by insurance written in the name Immediately after the damage or destruction by fire or or the Association, the Board of Directors shall proceed with the filing and adjustment of all claims arising under such insurance and shall obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Repair or reconstruction means repairing and restoring the property to substantially the same condition in which it existed prior repaired or reconstructed unless the Declarant and after the Conversion Date, at least seventy (B) Any damage or destruction to the Common Area shall be five percent (75%) of the total vote of the Association, shall decide within sixty (60) days after the casualty not to repair or reconstruct. If reliable and detailed estimates of the cost of the repair or reconstruction or if the amount of insurance proceeds available as a result of such damage or destruction is not available within such sixty (60) day period, then the period shall be extended until such information shall be made available; provided, however, that such extension shall not exceed beyond sixty (60) additional days. No Mortgagee shall have the right to participate in the determination of whether damage or destruction shall be repaired or reconstructed. In the event that it should be determined that the damage or destruction shall not be repaired or reconstructed and no alternative improvements are authorized, the Common Area affected by such damage or destruction shall be restored to its natural state and maintained as an undeveloped portion of the Common Area. which the insurance proceeds are paid are not sufficient to defray the cost of the required repair, (v) Insufficient Insurance Proceeds. If the damage or destruction for reconstruction or restoration and if the Board determines that the funds in the capital reserve accounts are not sufficient to cover such insurance deficiency, then the Board of Directors shall, without the necessity of a vote of the Association's Members, levy a special assessment against

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all Owners, in an equal amount, and such special assessment shall be used to complete the required repair, reconstruction or restoration.

(b) Insurance - Townhomes

all insurable improvements as initially constructed on the Lots (with the exception of The Association shall obtain casualty insurance for damage by fire or other hazards, in an amount sufficient to cover the full replacement cost, minus improvements and betterments made by the respective Owners or occupants) against loss or ordinary deductible amounts, of any repair or reconstruction in the event of damage or destruction from any such hazard. All such insurance taken by the Association shall be written in the name of the Association for the use and benefit of the individual Townhome Owners and their respective Mortgagees. Premiums for all insurance carried by the Association are Common Expenses included in the maintenance assessments levied by the Association. Such insurance shall

Each Owner may obtain additional insurance at his own expense; provided, however, that no Owner shall be entitled to exercise his right to maintain insurance coverage in such a way as to decrease the amount which the Association, on behalf of all of the Owners and their Mortgagees, may realize under any insurance policy which the Association may have in force on the Townhomess at any particular time. It shall be the individual responsibility of each Owner at his own expense to provide, as he sees fit, title insurance on his individual Lot, public liability insurance, theft and other insurance covering improvements, betterments and personal property damage and loss. Insurance policies covering Townhomes purchased by and in the name of the Association shall provide that (111) Handling of Casualty Insurance Proceeds. proceeds covering property losses shall be paid to the Association. The Association shall receive such proceeds as are paid and delivered to it and hold the same in trust for the benefit of the Owners and their Mortgagees as their interests may appear. Such proceeds, or such portion thereof as may be required for such purpose, shall be disbursed by the Association in payment of repairs or reconstruction as hereinafter provided. Any proceeds remaining after defraying all costs of repairs or reconstruction shall be disbursed to the beneficial Owners, remittances to Owners and their Mortgagees being payable jointly to them. Notwithstanding the foregoing, in the event of a determination that the damage or destruction for which the proceeds are paid shall not be repaired or reconstructed, such proceeds shall be disbursed to such persons as hereinafter provided.

(iv) Damage and Destruction.

casualty to a Townhome covered by insurance written in the name of the Association, the Immediately after any damage or destruction by fire or other Association shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed property. Repair or reconstruction, as used in this paragraph, means

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repairing or restoring the property to substantially the same condition in which it existed prior to the fire or other casualty. Immediately after damage or destruction by fire or other casualty to any Townhome, the Association shall provide written notice of same to each Mortgagee (B) having an interest therein whose name and address have theretofore been furnished to the Association together with a written request for such notice. reconstructed unless the Declarant and after the Conversion Date, Owners of the Townhomes (C) Any damage or destruction to the Towhomnes shall be repaired or sustaining such damage or destruction, together with at least seventy five percent (75%) of the total vote of the Association, shall decide within sixty (60) days after the casualty not to repair or reconstruct. If reliable and detailed estimates of the cost of the repair or reconstruction or if the amount of insurance proceeds available as a result of such damage or destruction is not available within such sixty (60) day period, then the period shall be extended until such information shall be made available; provided, however, that such extension shall not exceed beyond sixty (60) additional days. Should a determination be made not to repair or reconstruct the damage or destruction as provided above, then the damaged or destroyed area or areas shall be cleaned up beneficial Owners, remittances to Owners and their Mortgagees being payable jointly to them. and the insurance proceeds remaining thereafter shall be disbursed by the Association to the the insurance proceeds are paid is to be repaired or reconstructed and such proceeds are not (V) Insufficient Insurance Proceeds. If the damage or destruction for which sufficient to defray the cost thereof, the Association may levy a special assessment against the owners of the Townhomes sustaining such damage or destruction in sufficient amounts to provide funds to pay such excess cost of repair or reconstruction. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction of such damage or destruction. The proceeds from insurance and assessments, if any, received by the Association hereunder when the damage or destruction is to be repaired or reconstructed shall be disbursed as provided for in paragraph this section.

written in the name of the Association for the benefit of all Owners. All policies shall be written (c) General. All insurance coverage obtained by the Association shall be by a company licensed to do business in Georgia, having at least an A rating as established by A.M. Best Company, Inc. or the most nearly equivalent rating. All casualty insurance policies shall have an inflation guard endorsement and an agreed amount endorsement, if reasonably available. The Board of Directors shall be required to make every reasonable effort to secure insurance policies that provide a waiver of subrogation by the insurer as to any claims against the Board of Directors, the Owners and their respective family, tenants, guests, invitees, licensees, and agents and a waiver of the insurer's right to cancel without first giving thirty (30) days prior written notice of such cancellation to the Association. 8. CONDEMNATION If all or any part of the Common Area shall be taken (or conveyed in lieu of and under the threat of condemnation) by any authority having the power of condemnation or eminent

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domain, the award made for such taking shall be payable to the Association, for the benefit of all of the Owners. If the taking involves a portion of the Common Area on which improvements have been constructed and the taking occurs prior to the Conversion Date, the Declarant shall have the right, in its sole discretion, to decide whether the Association shall restore or replace such improvements on the remaining Common Area. If the taking involves a portion of the Common Area on which improvements have been constructed and such taking occurs after the taken on the remaining Common Area unless seventy five percent (75%) of the Members of the Conversion Date, then the Association shall, if possible, restore or replace such improvements so Buildout, the Declarant likewise agrees not to restore or replace such improvements. If the Association vote at a meeting duly called not to restore or replace such improvements and, until improvements are to be repaired or restored, the funds received by the Association shall be disbursed in the same manner as funds are disbursed for casualty damage or destruction as provided above. If the taking does not involve any improvements on the Common Area, or if there is a decision made not to repair or restore, or if there are funds remaining after any such restoration or replacement is completed, then such awarded funds or remaking funds shall be deposited to the benefit of the Association. 9. ANNEXATION OF ADDITIONAL PROPERTY

owner, with the written consent of the owner thereof, Declarant shall have the unilateral right, (a) Unilateral Annexation by Declarant. As the owner thereof or, if not the privilege and option from time to time until fifteen (15) years after the recording of this Declaration to subject all or a part of the Additional Property to the provisions of this Declaration and the jurisdiction of the Association by filing of record an amendment to this Declaration describing the Additional Property being annexed. Any such annexation shall be effective upon the filing of record of such amendment to the Declaration, unless otherwise provided therein. Any property so annexed into the Community shall thereafter be a part of the Property for all purposes under this Declaration. The Declarant may unilaterally amend this Declaration to reflect the different character of any Additional Property so annexed. The rights reserved unto Declarant to subject Additional Property to this Declaration shall not impose any obligation upon Declarant to subject any Additional Property to this Declaration or to the jurisdiction of the Association. Other Annexation. Subject to the consent of the owner thereof and, until Buildout has occurred, with the consent of the Declarant, upon the affirmative vote or written (b) consent of Members representing a Majority of the total Association vote, the Association may annex real property to the provisions of this Declaration to become a part of the Common Area and the jurisdiction of the Association by filing of record an amendment to the Declaration describing the property being annexed. Any such amendment to the Declaration shall be signed upon the filing of record of such amendment to the Declaration, unless otherwise provided by the president and the secretary of the Association, and any such annexation shall be effective therein. Withdrawal of Property. So long as the Conversion Date has not yet occurred, Declarant reserves the right to amend this Declaration unilaterally at any time, without (c) prior notice and without the consent or joinder of any Person, for the purpose of removing

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certain portions of the Property then owed by the Declarant or its affiliates or the Association from the provisions of this Declaration to the extent originally included in error or as a result of any changes whatsoever in the plans for the Community desired to be effected by the Declarant. 10. ASSESSMENTS

(a) Purpose of Assessment. The assessments provided for herein shall be used for the general purpose of promoting the recreation, health, safety, welfare, common benefit and enjoyment of the Owners and occupants of Lots in the Property, including the maintenance of real and personal property, all as may be specifically authorized from time to time hereunder and by the Board of Directors.

(b) Creation of Lien and Personal Obligation for Assessments. Each Owner of a Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association, in accordance with the provisions hereof, from and after the commencement date established in Section 8, below, (a) general assessments; (b) special assessments established as herein provided; and (c) specific assessments against any particular Lot established pursuant to the terms of this Declaration. All such assessments, together with late charges, simple interest at the rate of eighteen percent (18%) per annum, costs of collection and reasonable attorney's fees actually incurred in an amount not less than fifteen percent (15%) of the assessments and interest due and owing, shall be a charge on and a continuing lien against each Lot against which each assessment is made. Each such assessment, together with the late fees, interests, court costs and attorney's fees, shall also be the personal obligation of the person who was the Owner of such Lot at the time the assessment became due and his grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance; provided, however, any First Mortgagee who obtains title to a Lot pursuant to the remedies provided in a First Mortgage will not be liable for any unpaid assessments which accrued prior to the acquisition of title to the Lot by the Mortgagee. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, acceleration of the annual assessment for Owners who are delinquent in the payment of such assessments. Unless otherwise provided by the Board, assessments shall be paid in annual installments.

(c) Computation of General Assessments. It shall be the duty of the Board to prepare a budget covering the estimated cost of operating the Association during the coming year, inclusive of expenses associated with any fees assessed against the Association by the Creekside Association in accordance with this Declaration or the Creekside Governing Documents, and the Recreation Area, as more specifically set forth in Section 11 hereof. The budget may include a capital reserve contribution in accordance with a capital budget that may be separately prepared by the Board. Upon determining the total amount of income required to be allocated through levy of general assessments, the Board shall establish the general assessment at an equal rate per Lot, to be levied against all Lots subject to assessment under this Declaration. general assessment shall, at a minimum, be in an amount adequate to defray costs of ordinary maintenance of the Common Area and private streets within the Community. The Board shall cause a copy of the budget and the general assessment to be levied therefrom to be mailed to each Member at least thirty (30) days prior to the date on which the budget will become

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• 00256

the Members held within the first sixty (60) days of the then current fiscal year by a Majority of the effective. The budget and the assessment shall become effective unless disapproved at a meeting of Members of the Association eligible to vote. Notwithstanding the foregoing, in the event that the membership disapproves the proposed budget or the Board fails for any reason to so determine the budget for the succeeding year, then and until such time as a budget shall have been determined, the budget and assessments in effect for the current year shall continue for the succeeding year.

(a) Special Assessments. In addition to other assessments authorized herein, the Board may in its discretion levy special assessments in any year for the purpose of paying the costs of unexpected maintenance, repairs or replacement of the Common Area or the cost of other unanticipated expenses, needs or obligations of the Association incurred or projected to be incurred in the performance of its obligations in this Declaration. No membership vote shall be necessary prior to the imposition of a special assessment; provided, that until the Conversion Date has occurred, no special assessment may be adopted without the consent of the Declarant.

(e) Specific Assessments The Board shall have the power to specifically assess pursuant to this Section, as it shall deem appropriate. Failure of the Board to exercise its authority under this Section shall not be grounds for any action against the Association or the Board and shall not constitute a waiver of the Board's right to exercise its authority under this Section in the future. The Board may specifically assess Lots for the following Association expenses, which shall include, by way of example and not limitation, the cost of the maintenance of any private road, except for expenses incurred for the maintenance and repair of items which are the maintenance responsibility of the Association as provided herein:

any Common Expense benefiting less than all of the Lots shall be specifically assessed equitably among the Lots so benefited, as determined by the Board of Directors;

(ii) any Common Expenses occasioned by the conduct of less than all any assessment levied pursuant to Section 6(b)(ii), shall be specially assessed against the Owner of the Owners or their family, guests, tenants, licensees, or invitees, including, but not limited to of such Lots whose conduct, or the conduct of such Owners' family, guests, tenants, licensees, or invitees, occasioned any such Common Expenses; or

(iii) any Common Expenses significantly disproportionately benefiting all of the Lots shall be assessed equitably among all of the Lots in the Community as determined by the Board of Directors.

Lien for Assessments. All assessments assessed against any Lot pursuant to this Declaration, together with late charges, interests, costs and attorney's fees as provided herein, shall be secured by a lien on such Lot in favor of the Association. Such lien shall be superior to all other liens and encumbrances except for the lien for ad valorem taxes, the lien of any First Mortgage covering the Lot, and the lien of any Mortgagee recorded prior to the recording of this Declaration. The recording of this Declaration shall constitute record notice of the existence of the lien and the priority of the lien. All Persons acquiring liens or encumbrances

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after this Declaration shall have been recorded shall be deemed to consent that such liens and encumbrances, except as otherwise provided herein, shall be inferior to the lien created by this Declaration.

(g) Nonpayment of Assessments. Any assessment levied pursuant to this Declaration which is not paid within ten (10) days after it is due shall be delinquent and shall also include a late charge established by the Board of Directors, accrue simple interest at the rate of eighteen percent (18%) per annum, and include all costs of collection. including reasonable attorey's fees in an amount not less than fifteen percent (15%) of the principal and interest due. Not less than ten (10) days after notice is sent by certified mail, return receipt requested, to the delinquent Owner at the address of the Lot, or at such other address designated in writing by such Owner, the lien in favor of the Association may be foreclosed by the Association by suit, judgment and foreclosure in the same manner as other liens for the improvement of real property. The notice shall specify the amount of the assessment then due and payable together with all late charges, interest and costs of collection, including attorney's fees. The Association shall have the power to bid on the Lot at any foreclosure sale and to acquire, hold, lease, encumber and convey such Lot.

Except as stated herein, no Owner may waive or otherwise exempt himself or itself from liability for the assessments provided herein, including, but not limited to, non-use of the Common Areas or abandonment of a Lot. No diminution or abatement of any assessment or setoff shall be claimed or allowed by reason of any failure of the Association or the Board to take some action or perform some function required to be taken or performed by the Association or the Board hereunder, or for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or from any action taken to comply with any law, ordinance or with any order or directive of any governmental authority, it being acknowledged that the obligation to pay assessments is a separate and independent covenant on the part of each Owner.

(h) Commencement of Assessments. All assessments shall commence as to all Lots on the thirtieth (30th) calendar day after the subdivision of the Lot pursuant to Section 2(c) of this Declaration; provided that the Declarant shall not have any assessment levied against a Lot owned by it pursuant to this Declaration unless and until a Townhome is constructed on a Lot owned by the Declarant and such Townhome is occupied for residential purposes on a full time basis. Until the Conversion Date, the Declarant may pay in cash or in kind the difference between the amount of general assessment assessed on all Lots each fiscal year and the amount of actual expenditures required to operate the Association during each fiscal year, exclusive of any capital reserve contributions.

(i) Budget Deficits During Declarant Control. For so long as the Declarant has the authority to appoint the directors and officers of the Association, Declarant may (but shall not be required to):

(i) Advance funds to the Association sufficient to satisfy the deficit, if any, between the actual operating expenses of the Association and the sum of the annual, special, and specific assessments collected by the Association in any fiscal year. Such advances

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shall, upon request of Declarant, be evidenced by promissory notes from the Association in favor of the Declarant. The failure of Declarant to obtain a promissory note shall not invalidate the debt; or

Cause the Association to borrow money from a third party at the then prevailing rates for such a loan in the local area of the Community. Declarant, in its sole discretion, may guarantee repayment of such loan, if required by the lending institution, but no Mortgage secured by the Creekside Common Property or any of the improvements maintained by the Association shall be given in connection with such loan; or

Acquire property for, or provide services to, the Association or the Creekside Common Property. Declarant shall designate the value of the property or the services provided and such amounts, at the request of the Declarant, may be evidenced by a promissory note. Failure to obtain a promissory note shall not invalidate the obligation referred to in this Section.

Capital Reserve Budget and Contribution. After the expiration of the Declarant's right to appoint and remove officers and directors of the Association pursuant to Section 9 hereof, the Board of Directors shall annually prepare a capital reserve budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board shall set the required capital reserve contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association as shown on the capital reserve budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The annual capital reserve contribution required, if any, shall be fixed by the Board and included within the budget and assessment as provided in this Section. A copy of the capital reserve budget shall be distributed to each member in the same

No Setoff or Deduction. No Owner may waive or otherwise exempt himself from liability for the assessments provided for in this Declaration.

diminution, or abatement of any assessment shall be claimed or allowed by reason of any alleged failure of the Association to take some action, alleged failure of the Association to perform the maintenance responsibilities required under Section 6 herein, for inconvenience or discomfort arising from the making of repairs or improvements which are responsibility of the Association, or from any action taken by the Association to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority. The obligation to pay assessments is a separate and independent covenant on the part of each Owner and is not subject

Application of Payments. All payments shall be applied first to costs, then to late charges, then to interest and then to delinquent assessments.

ạiFiscal Year. The fiscal year of the Association shall begin on January Is of each year and shall end on December 3 1st of the same year.

11. SHARED USE OF RECREATIONAL AREA.

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(a) Shared Use and Grant of Recreation Area Easement. Declarant has or will develop a detached single family residential subdivision located adjacent to or nearby the Property, which subdivision is or shall be known as "The Estates at Creekside". The owners of lots within The Estates at Creekside shall be members of The Estates at Creekside Homeowners Association, Inc. ('The Estates at Creekside Association"). Subject to the terms and conditions herein and pursuant to Section 11 of the Declaration of Covenants, Conditions and Restrictions for The Estates at Creekside ("The Estates at Creekside Declaration"), members of the Association, their respective family members, licensees, guests and invitees, shall have a non-exclusive easement on, over and across the recreation area, as identified on Exhibit "C" of The Estates at Creekside Declaration (Recreation Areat) to access, use and enjoy the swimming pool, clubhouse and related recreational facilities located within The Estates at Creekside on such Recreation Area.

(b) Grant of Access and Road Use Easement, The owners of lots within The Estates at Creekside and their respective family members, licensees, guests and invitees, shall have a non-exclusive easement on, over and across the Common Area roads within the Community as are reasonably required for the purpose of accessing the Recreation Area and parking for such Recreation Area (Access and Road Use Easement). The Access and Road Use Easement shall be subject to Association's right to restrict the use thereof for the purposes of security, maintenance and/or repair of the roadways, and shall also be subject to the right of Association to enact reasonable rules and regulations pertaining to the use and enjoyment of, and the ingress, egress, access and travel to, from, on and through the roadways.

(c) The Estates at Creekside Instruments. Use of the Recreation Area by the Association's members, family members, licensees, guests and invitees, is subject to The Estates at Creekside Declaration and the Rules and Regulations for The Estates at Creekside, copies of which shall be provided by The Estates at Creekside Association to the Association.

(d) Recreation Area Committee. To assist The Estates at Creekside Association in the administration the Recreation Area, there shall be established a Recreation Area Committee composed of four (4) representatives ("Committee"). The Association and The Estates at Creekside Association shall each appoint two (2) representatives to serve on such Committee. Such representatives from each association serving on the Committee and their successors shall be appointed or elected in the manner provided by the Board of Directors of each respective association. In the absence of an appointment or election, the representatives from each association shall automatically be the then current President and the then current Vice President of each association. Committee meeting and voting procedures, except those otherwise set forth herein, shall be agreed upon by the majority of all the Committee members. Decisions made by the Committee shall be binding upon the Association and The Estates at Creekside Association. Each Committee member representing each respective association shall have one (1) equal vote. At all meetings of the Committee, a majority of the Committee members shall constitute a quorum for the transaction of business, and unless a unanimous vote is required pursuant to this Declaration or under the rules and procedures adopted by the Committee, a majority of the votes cast at a meeting at which a quorum is present shall constitute the decision of the Committee. Decisions made by the Committee shall be binding upon each of the associations. In the event of a tie vote on an issue, each side shall appoint a third party representative within two (2) calendar days of the date on which the vote is taken and the two (2)

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representatives (or the single representative, if one side fails to appoint a representative within the allocated time period) shall appoint a third party to resolve the dispute. The determination of the issue by the third party shall be binding upon the Committee and each of the associations.

(e) Shared Costs.

(1) The right to use and enjoy the Recreation Area shall be conditioned upon the payment by the Association to The Estates at Creekside Association of a pro rata share of the Common Expenses associated with the Recreation Area. At least ninety days (90) prior to the beginning of each calendar year, the Committee shall determine an estimated budget for costs to operate, maintain, insure, administer and repair, inclusive of reserves for the Recreation Area (*Recreation Area Common Expenses) for the upcoming year ("Recreation Budgeti). The Recreation Budget shall be specific to the Recreation Area and shall be separate and apart from other Common Expenses of the Association. The Recreation Budget established by the Committee shall then be provided to The Estates at Creekside Association for inclusion within its overall budget and to the Association. The budget and the Recreation Area Common Expenses assessment established therefrom shall become effective unless disapproved at a meeting by a majority of the votes of the Committee. Notwithstanding the foregoing, however, if the Committee disapproves the proposed budget or the Committee fails for any reason so to determine the budget for the succeeding year, then and until such time as a budget shall have been determined, as provided herein, the budget in effect for the then current year shall continue for the succeeding year.

(i1) to determine the pro rata share of the amount of the Recreation Area Common Expenses to be allocated to the Association, the total amount of the Recreation Budget for the given year shall be multiplied by a fraction, the numerator of which shall be the number of Lots within the Community, and the denominator of which shall be the combined total of the number of Lots within the Community and the number of Lots within The Estates at Creekside (as defined in The Estates at Creekside Declaration). Such amount shall be collected by the Association from the Owners as part of said Owners' general assessments pursuant to Section 10 hereof and shall be paid by the Association to The Estates at Creekside Association in quarterly installments (on January 31, April 30, July 31 and October 31) for the given Recreation Budget year, unless otherwise agreed by the Association and The Estates at Creekside Association. In the event the Association fails to pay its pro rata share of the Recreation Expenses to The Estates at Creekside Association in a timely manner, The Estates at Creekside Association may suspend the use rights of the Association's members and guests as provided by The Estates at Creekside Declaration for the nonpayment of assessments. The Creekside Association shall pay the difference between the Association's pro rata share and the total amount of the Recreation Budget.

(iii) The Committee may recommend the adoption of a special assessment for the purpose of defraying, in whole or in part, the cost of any capital addition to, capital improvement of or repair or replacement of a portion of the Recreation Area (including the necessary fixtures and personal property attached thereto). Any special assessment shall require the approval of a majority of the Owners within each of the respective associations. For so long as the Declarant owns one (1) or more Lot for purposes of sale, or one (1) or more lots

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within The Estates at Creekside for purposes of sale, no special assessment shall be levied against the Association or The Estates at Creekside lot owners pursuant to the provisions of this section unless such special assessment is approved by Declarant.

(f) Record Keeping. The Committee shall maintain, on a calendar year basis, accurate and complete records of the costs to be shared. Within a reasonable time after the end of the calendar year, the records for the year ended shall be presented to the Association. If the Association desires to have the records audited, then it must do so at its own expense, and the Committee shall cooperate with the party performing such audit. If the amount due is in dispute after such audit, the Association and The Estates at Creekside Association shall agree upon another auditor, the cost of which shall be shared equally by said parties, and the decision of the agreed upon auditor shall be binding. However, in the event that the amount determined by the agreed upon auditor varies from the amount asserted by the Committee by more than fifteen percent (15%) of the amount asserted, then The Estates at Creekside Association shall pay the cost of the auditor initially selected by the Association.

(g) Powers and Duties of the Committee. The Committee shall operate, insure, administer and arrange for the maintenance and repair of the Recreation Area on behalf of the Association and The Estates at Creekside Association. The powers and duties of the Committee shall include, but not be limited to, the following:

preparation of the Recreation Budget in which there shall be established the contribution of each association to the Recreation Area Common Expenses.

providing for the operation, care, upkeep, and maintenance of the Recreation Area;

designating, hiring, and dismissing the personnel necessary for the operation of the Recreation Area and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties: The Committee may employ for the Recreation Area a professional management agent at a compensation established by the Committee to perform such duties and services as the Committee shall authorize. The management agreement shall be subject to termination by either party, without cause and without penalty, upon thirty (30) days' written notice;

(iv) collecting the Recreation Area Common Expense assessments, depositing the proceeds thereof in a bank depository which the Committee shall approve, and using the proceeds to administer the Recreation Area;

(v) making, amending and enforcing rules and regulations for the use of the Recreation Area;

(vi) opening of bank accounts for the Recreation Area on behalf of the Association and designating the signatories required; and

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(vii) obtaining and carrying insurance as provided in this Declaration. The Committee shall have the right, but not the obligation, to delegate any of the aforementioned powers and duties to either The Estates at Creekside Association or the Association.

12. ARCHITECTURAL STANDARDS

Creation of Design Review Board. The Declarant shall establish and maintain a Design Review Board (*DRB) consisting of at least three (3) and no more than five (5) members. Until the Conversion Date, Declarant shall have the exclusive right to appoint all members of the DRB and all members of the DRB may be removed by Declarant with or without cause. After the Conversion Date, the Board shall have the exclusive right and authority at any time, and from time to time, to appoint and remove members of the DRB with or without cause.

Each Owner acknowledges that the members of the Board of Directors will change from time to time and that interpretation, application and enforcement of the architectural standards may vary accordingly. Each Owner further acknowledges that the Board may adopt different architectural standards for different parts of the Community based on street visibility, location of the proposed modification in the building and other variable factors. The approval of the Board of Directors of any proposals, plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of the Board of Directors shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters whatever subsequently or additionally submitted for approval or consent.

(b) Function of DRB. The DRB shall have exclusive jurisdiction over all construction on any portion of the Property. No Improvements shall be erected, constructed, placed, altered, remodeled, maintained or permitted to remain on any portion of the Property, including on any Lot, until plans and specifications, in such form and detail as the DRB may deem necessary, shall have been submitted to the DRB and approved by it in writing, unless such Improvement is developed, constructed or altered by Declarant or affiliates of Declarant, in which case the Declarant must approve such Improvement. The DRB may charge a nonrefundable reasonable fee to cover the administrative expense of its review and comment and may also charge a refundable deposit in order to ensure that all aspects of the approval by the DRB are adhered to or to correct any and all damages to any other portion of the Property caused by Owner as a result of such construction, such fees to be payable to the DRB. Additionally, the DRB shall have the authority to select and employ professional consultants to assist it in discharging its duties and the cost of such consultants shall be paid by the Owner of any Lot for which plans and specifications have been submitted for approval prior to such plans and specifications being considered for approval by the DRB. The DRB shall have the right to adopt reasonable regulations, standards and procedures with respect to construction, additions or alterations as to any portion of the Property and the same shall be enforceable as if set forth herein. The DRB shall make its regulations, standards and procedures available to Owners, builders and developers who seek to engage in development, improvement or construction upon all or any portion of the Property and shall conduct its operations in accordance therewith.

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The provision of this Section 12 shall not apply to the initial construction of any improvement by Declarant or to any exterior changes, alteration, or additions or any construction, erection, placing or posting of any sign, object, light or thing on the exterior of any buildings or on any Common Area by the Declarant. In its discretion, the Board may delegate the responsibilities set forth within this Section 12 to the ARB created pursuant to the Creekside Governing Documents.

Any architectural review performed by the Board of Directors as provided herein is not a review under the Creekside Governing Documents, and no approvals or other consents granted by the Board of Directors shall satisfy or waive any of the approvals and other consents required to be obtained under the Creekside Governing Documents. The provisions for architectural control contained in this Declaration shall be in addition to, and not in lieu of, the architectural control provisions contained in the Creekside Governing Documents. Whenever approval of the Board of Directors for the architectural committee is required under this Declaration, the granting of such approval shall not dispense with the need to also comply with the approval procedure set forth in the Creekside Governing Documents. All proposed construction, modifications, alterations, and improvements shall be approved pursuant to this Declaration before being submitted for approval pursuant to the Creekside Governing Documents.

(c) Plans and Specifications.

The DRB shall have the right to approve or disapprove any submitted plans or specifications that are not in compliance with this Declaration, if they are incomplete or if the DRB reasonably determines that such plans and specifications are not consistent with the Community-Wide Standard considering among other things, the following: (i) architectural character and nature, shape, color, size, material, location and kind of all proposed Improvements, taking in consideration the aesthetic quality of any Townhome with respect to height, form, proportion, volume, siting and exterior materials; (ii) adequacy of lot dimensions for proposed Improvements, (iii) conformity and harmony of exterior design with neighboring Lots and Improvements; (iv) relation of topography, grade and finished ground elevations to that of neighboring Lots and Improvements; (v) screening of mechanical and other installations; (vi) functional appropriateness with respect to vehicle handling, sitting of buildings (both in relationship to one another and in relationship to buildings, existing or proposed, located on other Lots), drainage, utility service systems and lighting; (vii) extent and quality of landscaped areas; or (viii) compliance with the Community-Wide Standard

Prior to the commencement of construction of improvements on any Lot, the Owner of such Lot shall submit detailed information in writing regarding the proposed Improvements, including site plans and two (2) full sets of final construction drawings and specifications (which shall be sealed and certified by a duly licensed architect or engineer if so required by the DRB (hereinafter the "Plans"), showing or stating all aspects of the proposed Improvements, including, but not limited to, the following: (i) location of all structures, street rights-of-way and setback lines; (ii) location of all walks, driveways and curb lines; (iii) all landscaping, including location, height, spread, type and number trees and shrubs and location

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and type of all ground cover and material, and existing trees and limits of clearing and grading; (iv) location, height, intensity and fixture type of all exterior lighting; (v) location, size and type of all fencing; (vi) architectural floor plans, elevation, wall sections and details of the Townhome; (vii) building material and color information, including samples if requested; and (viii) size and square footage and height of the Townhomes and all other Improvements.

Owners wishing to construct any improvement on any Lot shall submit to the DRB, in addition to the Plans as provided above, evidence of the proposed Improvement's approval as required by Article II, Section 2 of the Creekside Declaration. The DRB shall have no obligation to review or consider for approval any Plans unless and until said Owner submits evidence of such approval as provided in the Creekside Declaration.

Should the DRB fail either to approve or disapprove the Plans within thirty (30) days after submission in accordance with the terms of this Declaration, it shall be conclusively presumed that the DRB has approved the Plans. Approval of any Plans with regard to a Lot shall not be deemed to be a waiver of the DRB's right, in its discretion, to disapprove similar plans and specifications, or any features or elements included therein, for any other Lot.

If construction has not commenced within one (1) year from the date the Plans are approved, then the approval given pursuant to this Section shall be deemed to be automatically revoked by the DRB, unless the DRB extends the time for commencing construction. In any event, all work covered by such approval shall be completed within nine (9) months of the commencement thereof, except for such period of time as completion is rendered impossible or would result in great hardship due to strikes, fires, national emergencies, critical material shortages or other intervening forces beyond the control of the Owner, unless the DRB extends the time for completion.

The provisions hereof shall not be applicable to any of the Additional Property; provided, however, such shall be applicable to those portions of the Additional Property annexed to this Declaration.

(d) Release of Liability. Each Owner hereby releases the Declarant, the Association, the Board of Directors, and the DRB, from any and all liability for (i) any defects in any plans and specifications submitted, revised or approved pursuant to the terms of this Declaration, (ii) any loss or damage to any Person arising out of the approval or disapproval of any such plans and specifications, (iii) any loss or damage arising from the noncompliance with such plans and specifications or any governmental ordinance or regulation, or (iv) any defects in construction undertaken pursuant to such plans and specifications, regardless of whether such claim arises by reason of mistake in judgment, negligence or nonfeasance by the DRB.

(e) All Improvements, including Townhomes, constructed, erected, placed, altered, remodeled, maintained or permitted on any Lot shall comply with any and all applicable federal, state, county and municipal zoning and building restrictions, including, but not limited to, grading, clearing, construction of impervious surfaces, building and other construction rules and regulations.

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(f) Inspection. The DRB, or its designee, shall have the right during reasonable business hours to enter upon and inspect any Lot or improvement under construction to determine whether the approved Plans are being followed or adhered to. If the DRB shall determine that such Plans have not been approved or that the Plans are not being followed or adhered to, the DRB may in its discretion require the Lot, Property or Improvement to be restored to its former condition by and at the expense of the Owner of such Lot. Upon the failure or refusal of such Owner to perform the required restoration, the DRB, or its authorized agents or employees may, after ten (10) days notice to said Owner, enter upon the Lot (or Townhome) and perform such restoration as the DRB, in the exercise of its sole discretion, may deem necessary or advisable. Such Owner shall be personally liable to the DRB for all direct and indirect costs (including court costs, reasonable attorneys' fees and costs of repair for any damage to the Property incurred as a result of the Owner's failure to abide by the provisions herein) as may be reasonably incurred by the DRB in the performance of such restoration or repair and the liability for such costs shall be enforceable by the DRB on behalf of the DRB by appropriate proceedings in law or in equity. The Owner's liability for such costs shall also be a permanent charge or lien upon the Lot or Townhome of such Owner, enforceable as provided herein. The rights and remedies established in this Section 7 are in addition to those provided and inherent to the Association.

Interior Alterations. No Owner shall make any alterations or improvements to the interior of a Townhome on his Lot, remove any portion thereof, make any additions thereto, or do any thing that would change the exterior appearance of such Improvements without first submitting plans and specifications therefore and obtaining the written consent of the DRB pursuant to this Section. Any other interior alteration of any improvement may be made by the Owner without first obtaining the approval of the DRB.

(h) Creekside Governing Documents. The Design Review Board does not act under the Creekside Governing Documents, and no approvals or other consents granted by the DRB shall satisfy or waive any of the approvals and other consents required to be obtained under the Creekside Governing Documents.

13. USE RESTRICTIONS

General. This Section sets out certain use restrictions which must be complied with by all Owners and their respective families, tenants, guests, licensees and invitees. In addition, the Board may from time to time, without the consent of the Owners, adopt, modify or delete Rules and Regulations applicable to the Community as permitted under this

Residential Use. Except for development, sale and marketing activities carried on by the Declarant or affiliates of Declarant in connection with the Lots and Townhomes, each Lot shall be used for residential purposes only. No trade or business of any kind may be conducted in or from a Lot, except for business use ancillary to a primary residential use so long as (a) the existence or operation of the business activity is not apparent or detectable by sight, sound or smell from the exterior of the Townhome; (b) the business activity does not regularly involve Persons coming onto the Lots who do not reside in the Community or door-to-

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door solicitation of Owners of Lots; (c) the business activity conforms to all zoning requirements for the Lot; and (d) the business activities are consistent with the resident character of the Community and does not constitute a nuisance, a hazardous or offensive use. or threaten the security or safety of other Owners of Lots, as may be determined in the sole discretion of the Board of Directors.

Single-Family. A Townhome shall not be constructed for more, nor occupied by more, than one (1) family.

(d) Gardens. No gardens of any type may be planted or maintained in the front or side yard of any Lot.

(e) Play Equipment. Playhouses, treehouses, basketball goals, trampolines, hammocks, play structures and other recreational equipment constitute Improvements and are therefore subject to review and approval by the DRB in accordance with Section 12 of this Declaration.

Temporary Structures. No structures of a temporary character, trailer, tent, shack, carport, garage, bam, or other outbuilding, structure or facility shall be used as a residence or sleeping quarters on any portion of the Community at any time, either temporarily or permanently; provided, however, that the Declarant shall be permitted to maintain one or more temporary structures within the Community for use in connection with the construction of improvements and/or the marketing and sale of Lots within the Community.

(g) Signs. Except as may be required by legal proceedings or as may be permitted by the Rules and Regulations, no For Sale or For Rent signs or other signs or advertising posters of any kind shall be maintained or permitted on any portion of the Community without the prior express written permission of the Board of Directors of the Association, subject to such rules and regulations which may be adopted to govern the same. Notwithstanding the above, the Association may permit specific signs to be located on bulletin boards placed on the Common Area by the Association. Any such sign must be in compliance with the Rules and Regulations. The Board of Directors shall establish standards for any permitted signs and posters within the Community, and there shall be no deviation from such standards without the prior written consent of the Board of Directors. Notwithstanding the foregoing, the provisions of this Section shall not apply to any signs maintained within the Community by Declarant, its agents, representatives, or assigns; or to a For Sale or For Rent sign posted by a Mortgagee who becomes the Owner of a Lot as purchaser at a judicial or foreclosure sale conducted with respect to a First Mortgage or secondary purchase money Mortgage or as transferee pursuant to any proceeding in lieu thereof, subject to reasonable Rules and Regulations established by the Board of Directors with respect to such For Sale or For Rent signs.

(h) Nuisance. No rubbish or debris of any kind shall be dumped, placed or permitted to accumulate upon any portion of the Community, except in containers specifically designated for such purpose, nor shall any odors be permitted so as to render any portion of the Community unsanitary, unsightly, offensive or detrimental to persons using or occupying other portions of the Community. No obnoxious or offensive activity shall be carried on, within or

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upon the Community, nor shall anything be done thereon which may become an annoyance to other Owners. Without limiting the generality of any of the foregoing provisions, no exterior speakers, homs, whistles, bells or other sound devices, except security devices used exclusively for security purposes, shall be located, used or placed within the Community. Any siren or device for security purposes shall contain a device which causes it to automatically shut off within a reasonable time after sounding. Stereo equipment and similar devices shall be operated so as not to be audible from any other Lot or the Common Area. The display or shooting of fireworks or firecrackers is expressly forbidden. Any Lot Owner, or his family, servants, agents, invitees or guests, who shall dump or place any trash or debris upon any portion of the Community, except in the containers described above, shall be liable to the Association for the actual cost of the removal thereof or the sum of Fifty Dollars ($50.00), whichever is greater, and the same shall be added to and become part of that portion of any assessment next coming due to which the Lot Owner is subject

Prohibited Activities. Obnoxious or offensive activity shall not be carried on upon any Lot or in any part of the Common Area. Each Lot Owner, his family, visitors, invitees, guests, servants and agents, shall refrain from any act or use of his Lot or the Common Area which could reasonably cause embarrassment, discomfort, annoyance or nuisance to the occupants of the Lots, or which could result in the cancellation of or increase in the premiums for insurance on any Lots or any portion of the Common Area, or which could be in violation of any law or governmental code or regulation. The pursuit of hobbies or other activities, including, without limitation, the assembly and disassembly of motor vehicles and other mechanical devises, which might tend to cause disorderly, unsightly or unkempt conditions, shall not be pursued or undertaken

Animals and Pets. No animals, pets, livestock, swine, birds or poultry of any kind shall be raised. bred or kept on any Lot, except that dogs, cats and other usual household pets may be kept by an Owner on his respective Lot and within their respective Townhome provided they are not kept, bred or maintained for any commercial purpose and do not endanger the health of or unreasonably disturb Owners of Lots within the Community. The Board of Directors shall have the right to adopt reasonable Rules and Regulations governing animals and pets kept by Owners of Lots in the Community, including the right certain size, weight or type. No structure for the care, housing or confinement of any pet or animal shall be constructed or maintained on any part of the Common Area except the Limited Common Area, and any such structures maintained on a Lot or Limited Common Area must be approved by the DRB pursuant to Section 12 of this Declaration. Pets and animals shall be on a leash at all times when walked or exercised in any portion of the Community, except on the Owner's Lot or the Owner's Limited Common Area. No pet or animal shall be permitted to leave its excrement on any portion of the Common Area or Limited Common Area or on any Lot not owned by the Owner of the animal or pet and the Owner of such animal or pet shall immediately remove such excrement. In the event an animal or pet is deemed by the Board of Directors to be a nuisance or to be kept in violation of this Declaration, the Board of Directors shall have the right to require the Owner of such animal or pet to remove such animal or pet from the Community. The animal control authority shall be permitted to enter the Community to patrol and remove all pets and animals which are in violation of such animal control regulations or this Declaration. All animals and pets shall be registered, licensed and inoculated as required by law.

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(k) Garbage Cans, Wood Piles, Etc. All garbage cans, wood piles, and related equipment and other similar items shall be located or screened so as to be concealed from view from the streets in front of each Lot. All rubbish, trash and garbage shall be regularly removed from each Lot and shall not be allowed to accumulate thereon. Trash, garbage or other rubbish shall be kept in sanitary containers with covers or lids, which sanitary containers shall be removed from the front of each Lot promptly after pickup by the local garbage service. Exterior clotheslines are expressly prohibited on any Lot. The Declarant expressly reserves the right to allow builders to dump, bury and/or burn construction debris and trees on any Lot as needed for efficient construction; otherwise, no dumping or burning of debris or trees is permitted on any Lot.

Lighting. Except for decorative lights during the holiday season, all exterior lighting on each Lot must be submitted and approved by the DRB in accordance with Section 12 above. The Board of Directors shall have the right to adopt reasonable Rules and Regulations concerning seasonal decorative lights.

(m) Sight Distance at Intersections. All Lots located at any street intersection shall be landscaped so as to permit safe sight across the street corners. No fence, wall, hedge, shrub, or landscape planting shall be place or permitted to remain at any corner of a Lot located at any street intersection where, in the opinion of the Board of Directors, the condition would create a traffic or sight problem for vehicles or persons entering or traveling upon these streets.

(n) Energy Conservation Equipment. No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed, installed or maintained upon any Lot unless approved by the DRB in accordance with Section 12, above.

(0) Above-Ground Pools. Above-ground swimming pools are strictly prohibited and may not be erected, placed or maintained upon any Lot within the Community.

(P) Parking. All boats, buses, recreational vehicles, commercial vehicles, motorcycles, mopeds, all terrain vehicles, scooters, mini bikes, go carts, motor homes, mobile homes, trailers and campers kept or maintained in the Community for periods longer than twenty-four (24) hours must be kept in an enclosed garage. All automobiles, vans and trucks shall be parked within enclosed garages to the extent that garage space is available and, if not, such automobiles, vans and trucks shall be parked on the driveways of Lots, and not in the Common Area. Driveways must be surfaced with concrete, asphalt or unpaved but covered with stones or pebbles or such other material as approved by the DRB. Garages shall not be used for storage or in any manner so that they become unavailable for parking automobiles and other transportation vehicles and devices therein. No automobile, van or truck may be parked along any street for a period longer than twenty-four (24) hours. After such twenty-four (24) hour period, such automobile, van or truck shall be considered a nuisance and may be removed from the Community by the Board of Directors at the expense of the Owner. Any boat, bus, recreational vehicle, motorcycle, moped, all terrain vehicle, scooter, mini bike, go cart, motor home, mobile home, trailer or camper parked on any Lot in violation of this Declaration for

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periods longer than twenty-four (24) hours shall be considered a nuisance and may be removed from the Community by the Board of Directors at such Owner's expense.

Automobiles and other transportation vehicles or devices which are either dismantled, partially dismantled, inoperative, discarded or which do not have a valid license plates attached thereto must be stored within an enclosed garage. No Owner or occupant of any Lot shall repair or restore any automobile or other transportation vehicle or device of any kind upon a Lot, except within an enclosed garage or only to the extent necessary to enable its movement in the event of an emergency repair. No used motor vehicle parts shall be stored, kept or maintained on the Property.

(q) Antennas or Similar Equipment. No antenna, receiver, satellite dish equipment serving as an antenna or satellite dish, or other similar device or equipment shall be attached, placed upon or installed on any Lot, Resident Unit, or any other portion of the Property, unless installed by the Association, the Declarant or in accordance with this Declaration. Direct Broadcast Satellite (DBS) dishes measuring greater than one (1) meter in diameter are strictly prohibited as are any antennas which extend more than twelve (12) feet above any roofline. DBS dishes measuring less than one meter in diameter and antennas extending less than twelve (12) feet above roof lines are permitted, subject to the Rules and Regulations and provided the plans and specifications therefor are submitted to and approved by the DRB. No radio or television signals nor any other form of electromagnetic radiation or other signal shall be permitted to originate from any Lot which may unreasonably interfere with the reception of television or radio signals within the Community.

Firearms. The use of firearms within the Community is strictly prohibited The term firearms includes pellet guns and other firearms of all types, regardless of size, power or gauge.

(S) Traffic Regulations. All vehicular traffic on all streets and paved areas within the Community shall be subject to the laws of the State of Georgia and Oconee County, Georgia concerning operation of motor vehicles in public streets and paved areas. The Association is hereby authorized to promulgate, administer and enforce Rules and Regulations governing vehicular and pedestrian traffic, including reasonable safety measures and speed limits, within the Community. The Association shall be entitled to enforce such Rules and Regulations by establishing such enforcement procedures as it deems appropriate, including levying of fines for any violations thereof. All vehicles of any kind and nature which are operated on the streets or paved area within the Community shall be operated in a careful, prudent, safe and quiet manner and with due consideration for the rights of all Owners and occupants of Lots.

Leasing. Townhomes may be leased for residential purposes only. All leases shall have a minimum term of one (1) year, unless the prior written approval is given by the Board of Directors. All leases shall require that the tenant acknowledge receipt of a copy of the Declaration, the By-Laws and Rules and Regulations of the Association and shall also

• Owners are responsible for the actions and conduct of their tenants and the tenants' family, guests, licensees and invitees. Lots may be

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rented only in their entirety; no fraction or portion may be rented. All leases and lessees are subject to the provisions of this Declaration, the By-laws and the Rules and Regulations of the Association. Any lease agreement shall be required to provide that the terms of the lease shall be subject in all respects to the provisions of the Declaration, the By-Laws and the Rules and Regulations and that any failure by the lessee to comply with the terms of such documents shall be a default under the lease. All leases shall be in writing and shall be in compliance with such Rules and Regulations as may be adopted by the Board of Directors.

(u) Drainage. Natural drainage of streets, Townhomes, Lots or driveways of Lots shall not be impaired by any Owner. No Owner shall obstruct or rechannel the drainage flow of water after location and installation of catch basins, berms, drainage areas, drainage swales, storm sewer or storm drain systems.

Unsightly or Unkempt Conditions. It shall be the responsibility of each Owner to prevent any unclean, unhealthy, unsightly or unkempt condition from existing on or within his Lot and Townhome. Any item such as outside patio furniture or other articles that can be viewed from the streets within the Community, Common Area, or other Lots shall be maintained in a neat and attractive condition as determined by the Board. The pursuit of hobbies or other activities, including, but not limited, assembly, disassembly and repair of motor vehicles or other mechanical devices, which might tend to cause disorderly, unsightly or unkempt conditions shall not be pursued or undertaken on any part of the Community other than in an

(W) Fences. No fence may be installed or constructed on any Lot or Limited Common Area without the prior written approval of the DRB in accordance with Section 12, above.

(x) Artificial Vegetation. Exterior Sculpture and Similar Items. No artificial vegetation shall be permitted in the Community except within a Townhome. Exterior sculptures, fountains, flags and similar items must be approved by the DRB in accordance with Section 12, above.

Tree Removal. No trees shall be removed within the Community without the prior written consent of the DRB, except for diseased or dead trees, trees requiring removal to promote the growth of other trees or for safety reasons.

(z) Utility Transformers and Stand Pipes. All utility transformers and stand pipes shall be landscaped so that they accomplish minimal visibility from the street or any adjacent Lot.

(aa) Mailbox. Only one (1) mailbox may be located on each Lot, which mailbox and its support shall be of a design approved by the DRB and each mailbox shall be placed and maintained to compliment the Lot to which it is appurtenant.

(bb) Creekside Documents Compliance. The use restrictions contained in this Declaration are in addition to those restrictions provided in the Creekside Governing Documents.

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Each Owner of a Lot within the Community agrees to abide by and comply with all restrictions, terms and guidelines as provided in the Creekside Governing Documents, as the same may be amended from time to time.

Governmental Regulations. All governmental building codes, health regulations, zoning restrictions and the like applicable to the Condominium Property shall be

In the event of any conflict between any provision of any such govermental code, regulation or restriction and any provision of this Declaration, the more restrictive provision shall

14. MORTGAGEE PROVISIONS

The following provisions are for the benefit of the holders of First Mortgages on Lots in the Community. To the extent applicable, necessary or proper, the provisions of this Section

shall apply to both this Declaration and to the By-Laws.

Notice of Action. An institutional holder, insurer or guarantor of a First Mortgage who provides a written request to the Association (such request to state the name and address of such holder, insurer or guarantor and identify specifically the Lot encumbered by the First Mortgage, thereby becoming an eligible holder) will be entitled to timely written notice of: (a) any condemnation loss or casualty loss which affects a material portion of the Community or which affects a portion of the Lot on which there is a First Mortgage held, insured or guaranteed by such eligible holder; (b) any delinquency in the payment of assessments or charges owed by an Owner of a Lot, subject to the First Mortgage of the eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, the Association may, without request from such eligible holder, provide notice of such delinquency to such First Mortgagee; (c) any lapse, cancellation or material modification of any insurance policy maintained by the Association; or (d) any proposed action which would require the consent of a specified percentage of eligible holders.

(b) No Priority. No provision of this Declaration or the By-Laws gives or shall be construed as giving any Owner or any other Person a priority over any rights of the First Mortgagee on a Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area.

Notices to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Lot.

Failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days after the date of the Association's request.

ASSOCIATION'S OBLIGATION TO PROVIDE DOCUMENTATION. The Association shall be required to make available to Lot Owners, lenders and the holders, insurers and

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guarantors of the First Mortgage on any Cottage, current copies of the Declaration, By-Laws and other Rules and Regulations governing the Property, and other books, records and financial statements of the Association. The Association shall also be required to make available to prospective purchasers current copies of the Declaration, By-Laws, and Rules and Regulations governing the Property, and the most recent annual audited financial statement, if such is prepared. Available shall mean, at a minimum, available for inspection upon request during normal business hours or under other reasonable circumstances.

16. CREEKSIDE GOVERNING DOCUMENTS COMPLIANCE. Every Owner, by acceptance of a deed to a Lot, acknowledges and agrees, by acceptance thereof, that he is subject to the Creekside Governing Documents and that he she is automatically a member of and subject to assessment by The Creekside Master Association, Inc. (the "Creekside Association"). Any such assessment, including General Assessments and/or Neighborhood Assessments shall be established by the Creekside Association, from time to time, in its own discretion pursuant to the limitations thereof as set forth in the Creekside Governing Documents. In the event of a conflict between the Creekside Governing Documents and the documents pertaining to the Property, the Creekside Governing Documents shall control.

17. USE OF CREEKSIDE COMMON PROPERTY. Subject to the payment of the then existing applicable assessment fees, dues and other fees or charges that may exist and be allocated against a Lot in accordance with the terms of the Creekside Declaration, Owners of the Lots shall be entitled to rights and privileges of use in the facilities and Common Property of Creekside located in Oconee County, Georgia, including any and all easements associated therewith, (including, but not limited to, the non-exclusive easement for pedestrian and vehicular ingress, egress, access, use and enjoyment on, over, and across all of the roads, streets, driveways, and sidewalks of the Creekside Common Property and the right of access and use of the Lake) to the same extent as lot owners as might be subject to the terms of the foregoing restrictions. The rights and privileges of an Owner, including but not limited to the rights and privileges set forth in this Section and the right and privilege to use, occupy and enjoy the Lot, may be delegated to the extent of the Owner's interest for use by the respective Owner to members of such Owner's family, guests, invitees, tenants, and other occupants of the Lot subject to such regulations as The Creekside Master Association, Inc. may hereafter adopt.

18. CREEKSIDE ASSOCIATION AS THIRD PARTY BENEFICIARY.

Creekside Association is a third party beneficiary of the terms of this Declaration. Accordingly, the Creekside Association shall be entitled to file an action to recover sums due, damages, or injunctive relief, or for any other remedy available at law or in equity, on its own behalf. Inasmuch as the enforcement of the provisions of this Declaration, the By-Laws, Rules and Regulations of the Association is essential for the effectuation of the general plan of Creekside, and for the protection of present and future owners within Creekside, it is hereby declared that any breach thereof cannot be adequately compensated by recovery of damages, and that the Creekside Association, in addition to all other remedies, may require and shall be entitled to the remedy of injunction to restrain any such violation or breach or threatened violation or breach.

19. GENERAL PROVISIONS

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(a) Enforcement. Every Owner and every occupant of any Lot, and their respective families, guests, invitees, licensees, successors and assigns, shall comply with this Declaration, the By-Laws and the Rules and Regulations of the Association, as they now exist and may be amended from time to time. Except as otherwise provided herein, the Association shall send written notice of any violation to the violating Owner, who shall have ten (10) days from the date of the notice (in the event of an emergency, as determined by the Board of Directors, only reasonable notice is required) to correct and cure the violation and comply with this Declaration, the By-Laws or the Rules and Regulations. Any lack of such compliance shall entitle the Board of Directors to impose and assess fines and other sanctions against the Owner of the Lot, which shall be collected as provided herein for the collection of assessments. Furthermore, any lack of such compliance shall authorize the Board of Directors to temporarily suspend voting rights and the rights of use of the Common Areas; provided, however, no such suspension shall deny an Owner or any occupant of a Lot access to the Lot owned or occupied Additionally, any lack of such compliance shall authorize the Board of Directors to institute legal action against the Owner and occupant of a Lot to recover damages as a result of such party's action or for injunctive relief, or both, which action shall be maintainable by the Board of Directors on behalf of the Association or, in a proper case, by any aggrieved Owner. Failure by the Board of Directors or any Owner to enforce any of the foregoing shall in no event be deemed a waiver of the right to do so thereafter. The Board of Directors shall have the right to record in the appropriate land records a notice of violation of the Declaration, the By-Laws, or the Rules and Regulations, and assess the cost of the recording and removing of such notice against the Owner responsible for the violation of such documents.

Self-Help. In addition to any other remedies provided for herein, the Board or its duly authorized agent shall have the power to enter upon any portion of the Property including Lots, Limited Common Area and Townhomes, to abate or remove, using such force as may be reasonably necessary, any Improvement, Townhome, thing or condition which violates this Declaration, the By-Laws, or the Rules and Regulations. The Board shall give the violating Owner ten (10) days written notice of its intent to exercise self-help (except in the event of an emergency, as determined by the Board of Directors in which event only reasonable notice is required). All costs of self-help, including reasonable attorney's fees actually incurred, shall be assessed against the violating Owner and shall be collected as proved for herein for the collection

(c) Duration. The provisions of this Declaration shall run with and bind the Property and shall be and remain in effect for a period of twenty (20) years after the date that the Declaration is recorded, after which time this Declaration shall be automatically extended for successive periods of twenty (20) years, unless such extension is disapproved in writing by Members representing greater than a Majority of the total Association vote. A written instrument reflecting such disapproval, if disapproved, must be recorded within the year immediately preceding the beginning of each twenty (20) year renewal period. Every purchaser or grantee of any interest in the Property subject to this Declaration, by acceptance of a deed or other conveyance therefore, thereby agrees that such provisions of this Declaration may be

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(d) Amendment. This Declaration may be amended unilaterally at any time hereof into compliance with any applicable governmental statute, rule, or regulation or judicial determination which shall be in conflict therewith; (b) if such amendment is necessary to enable any reputable title insurance company to issue title insurance coverage with respect to any portion of the Property subject to this Declaration; (c) if such amendment is required by an institutional or governmental lender or purchaser of Mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase mortgage loans on any portion of the Property subject to this Declaration; (d) if such amendment is necessary to enable any governmental agency or reputable private insurance company to insure mortgage loans on any portion of the Property subject to this Declaration; (e) if such amendment is required by an insurance carrier to enable such insurance carrier to provide coverage on any portion of the Property subject to this Declaration as may be required by Section 7 herein; or (f) if such amendment is required by a governmental entity or utility provider to ensure that utilities or stormwater drainage facilities may be provided to any portion of the Property subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Owner's Lot unless any such Owner shall consent thereto in writing. . Further, until Buildout, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially and adversely affect the substantive rights of any Owner hereunder, nor shall it adversely affect title to the Lot of any Owner without the consent of the affected Owner.

In addition to the above, this Declaration may be amended upon the affirmative vote or written consent, or any combination thereof, of Members representing a Majority of the total Association vote and, until Buildout, with the consent of the Declarant. A meeting be called (but shall not require to be called) to consider and vote upon any amendment.

Notwithstanding the above, this Declaration may not be modified or amended in any manner which conflicts with the provisions of the Oconee County, Georgia Subdivision Regulations.

Amendments to the Declaration shall become effective upon recordation, unless a later effective date is specified therein. Until Buildout, no provision of this Declaration which reserves or grants rights, privileges, easements, or any authority to the Declarant shall be amendment must be made within two (2) months of its recordation. In no event shall a change of conditions or circumstances operate to amend any provisions of the Declaration or By-Laws.

(e) Partition. The Common Area shall remain undivided, and no Owner nor any other Person shall bring any action for partition or division of the whole or any part thereof without the written consent of every Owner, the written consent of all holders of Mortgages encumbering the Property, and, until Buildout, the consent of the Declarant. No Lot may be subdivided or partitioned.

Severability. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid. If the application of any provision of

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this Declaration shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application and, to this end, the provisions of this Declaration are declared to be severable.

(g) Captions. The captions of each Section hereof are inserted only for convenience and are in no way to be construed as defining, limiting, extending, or otherwise modifying or adding to the particular Section to which they refer.

(h) Perpetuities. If any of the covenants, conditions, restrictions or other provisions of this Declaration shall be unlawful, void or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of George W. Bush, President of the United States.

(i) Litigation. No judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by at least seventy-five percent (75%) of the Total Association Vote. This Section shall not apply, however, to (a) actions brought by the Association to enforce the provisions of the Declaration (including, without limitation, the foreclosure of liens); (b) the imposition and collection of assessments as provided in this Declaration; (c) proceedings involving challenges to ad valorem taxation; or (d) counterclaims brought by the Association in proceedings against it. This Section shall not be amended during the time period when Declarant owns any property for development or sale in the Community, or has the right to unilaterally annex additional property to the Community unless such amendment is made by the Declarant.

Indemnification. In accordance with Section 14-3-850, et seq., of the Georgia Nonprofit Corporation Code, the Association shall indemnify every Person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the name of the Association), by reason of the fact that such Person is or was serving as a director, officer or Committee Member of the Association, against any and all expenses, including attorney's fees, imposed upon or reasonably incurred in connection with any action, suit or proceeding, if such Person acted in a manner reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Any indemnification hereunder shall be made by the Association only as authorized in a specific case upon a determination that indemnification of the person is proper under the circumstances.

The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be liable as Members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right of indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or coroner officer or director, may be entitled. The

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Association shall maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such coverage is available at reasonable cost, as determined in the sole discretion of the Board.

(k) Books and Records. This Declaration, the By-Laws, the Articles of Incorporation, the Rules and Regulations, design guidelines, membership register, books of account, and minutes of meetings of the Members, of the Board and of committees shall be made available for inspection and copying by any Member of the Association or by his duly appointed representative and, by holders, insurers, or guarantors of any First Mortgage, at their expense, at any reasonable time and for a purpose reasonably related to his or her interest as a Member or holder, insurer, or guarantor of a First Mortgage at the office of the Association or at such other reasonable place as the Board shall prescribe.

The Board shall establish reasonable rules with respect to:

notice to be giver to the custodian of the records;

(ii) hours and days of the week when such an inspection may be made; and

(iii) payment of the cost of reproducing copies of documents.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make a reasonable number of extra copies of documents at the expense of the Association.

Financial Statements. Financial statements reflecting the accounts of the Association shall be compiled annually in such a manner as the Board may decide; provided, however, after having received the Board's financial statements at the annual meeting, the Members representing a Majority of the total Association vote, and until Buildout, with the consent of the Declarant, may require that financial statements of the Association be audited as an Association expense by a certified public accountant. Upon written request of an institutional holder of a First Mortgage, such holder, upon payment of the costs associated therewith, shall be entitled to receive financial statements within ninety (90) days of the date of the request.

Notice of Purchase. Upon acquisition of an interest in the Property, the acquiring Owner shall notify the Board in writing of the name of the acquiring Owner and such other information as the Board may reasonably require.

Duty of Owners to Inform the Association of Current Address. Each Owner shall have the affirmative duty and obligation to inform the Association in writing of any change of the Owner's current address. All notices hereunder shall be deemed given if sent to the Cottage address or to such other address as the Owner may designate by written notice to the Association.

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Estoppel Certificates. Upon the request of any Member, the Board or its designee shall furnish a written certificate signed by an officer or agent of the Association regarding unpaid assessments levied against that Member's Lot and any violations of the Declaration, By-Laws, or Rules and Regulations, by an Owner or occupant of such Owner's Lot. Such certificate shall bind the Association with respect to the foregoing matters. The Association may require the advance payment of a processing fee not to exceed Twenty Five and No/100 Dollars ($25.00) for the issuance of each such certificate.

Agreements. All agreements and determinations, including settlement agreements regarding litigation involving the Association, lawfully authorized by the Board shall be binding upon all Owners, their heirs, legal representatives, successors, assigns and others having an interest in the Community, except that no such agreements shall be binding as to the Declarant until Buildout without the written consent of the Declarant.

Implied Rights. The Association may exercise any right or privilege given to it expressly by the Declaration, the By-Laws, the Articles of Incorporation, or the Rules and Regulations and every other right or privilege reasonably to be implied from the existence of any such right or privilege given to it therein or reasonably necessary to effectuate any such right or

Use of Word "Creekside". No Person shall use the word Creekside in the name of any commercial or residential building or any commercial or residential business or enterprise or in any printed or promotional material without the prior written consent of the Declarant. However, Owners or occupants of Lots may use the word Creekside in printed or promotional matter where such phrase is used solely to specify that particular property is located within The Villages at Creekside Townhomes Community.

Notwithstanding anything to the contrary contained herein, until Buildout, the Declarant shall be authorized to grant individual variances from any of the provisions of this Declaration or the By-Laws, except the provisions of Section 10 of this Declaration regarding assessments, if it determines that waiver of application or enforcement of the provision in a particular case would not be inconsistent with the overall scheme of development for the Community.

(t) Conflict. In the event of a conflict between the provisions of this Declaration and the provisions of Georgia law, then to the extent that the provisions of Georgia law cannot be waived by agreement, Georgia law shall control. In the event of a conflict between the Creekside Governing Documents and the documents pertaining to the Condominium, the Creekside Governing Documents shall control.

(u) Security. All owners, occupants, guests, licensees, and invitees, as applicable, acknowledge that the Declarant, the association and its board of directors, and the DRB do not represent or warrant that any safety or security measures will be implemented in the community or, if implemented, that such safety or security measures may not be compromised or circumvented, or that any such safety or security measures will in all cases provide the detection or protection for which they are designed. Each owner, occupant, guest, licensee, or invitee, as

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applicable, acknowledges and understands that the Declarant, the association, the board of directors and DRB are not insurers and that each owner, occupant, guest, licensee, and invitee assumes all risks of personal injury and property damage and further acknowledges that Declarant, the association, the board of directors, and DRB have made no representations or warranties, nor has any owner, occupant, guest, licensee, or Invitee relied upon any representations or warranties, expressed or implied, including any warranty or merchantability of fitness for any particular purpose relative to any safety or security measures implemented or

(v) Gender and Grammar. The singular whenever used herein shall be construed to mean and include the plural, when applicable, and vise versa, and the use of the masculine or neuter pronoun shall include the feminine, when applicable, and vise versa.

(W) Interpretation. In all cases, the provisions set forth in this Declaration shall be construed together and given that interpretation or construction which, in the opinion of Declarant, or the Board after the Conversion Date, will best evidence the intent of the general plan of the Community. The provisions hereof are to be liberally interpreted and, if necessary, they shall be so extended or enlarged by implication as to make them fully effective.

IN WITNESS WHEREOF, the undersigned has executed this instrument under seal this 20V day of April _, 2005.

Signed, sealed and delivered CREEKSIDE DEVELOPMENT PROPERTIES NV,

LLC,

this 20 day of April, 2005 a Georgia limited liability company

phe presence of

1St (SEAL)

Notar Public, State of Georgi 4/ |

My Commission Expires:

[Notary Seal]

LandsouthHomes\Creekside/Townhomes\Declaration 1.27.05 clean

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By execution hereinbelow, the members of the Architectural Review Board of The Creekside Master Association, Inc. do hereby approve the development of The Villages at Creekside Townhomes.

ARCHITECTURAL REVIEW BOARD

(SEAL)

WYNN

Print Title: Executive V.P. Laud South Development Signed, sealed and delivered

this 2u day of April, 2005

in the presence of:

Consistereo

Witness

My Commission Expires: State of Georgi 1/04

By execution hereinbelow, Creekside Development Properties NV, LLC, the Declarant under the Creekside Declaration, hereby consents to the recordation of this Declaration and the contents herein, and hereby approves the development of The Villages at Creekside Townhomes.

CREEKSIDE DEVELOPMENT PROPERTIES NV, LLC.

a Georgia limited liability Company

Fand Am (SEL)

Print Name: Brandon HiusA

Print Title: Haest

Signed aled and . 2005

A the presence ośšś

an-

or in l

My Commission Éxpires: _ Totary Potic, Safe of Georgy n/ ULL [Notary Seal.

3/30/05

RESOLUTION REGARDING

BY-LAWS OF THE VILLAGES AT CREEKSIDE TOWNHOMES OWNERS

ASSOCIATION, INC.

BOARD OF DIRECTORS OF

VILLAGES AT CREEKSIDE TOWNHOMES OWNERS ASSOCIATION, INC. Townhomes Owners Association, Inc. ('By-Laws") throughout the Articles of Incorporation for WHEREAS, there are numerous citaitons to the By-Laws for Villages at Creekside the Villages at Creekside Townhomes Owners Association, Inc. (Association); and Villages at Creekside Townhomes defines the term By-Laws as the By-Laws of the WHEREAS, the Declaration of Covenants, Conditions and Restrictions for The Assoicaiton as the same maynot exist or as may hereafter be amended.

and WHEREAS, there are numerous citations to the By-Laws throughout the Declaration; Association; WHEREAS, no previous Board of Directors ever duly adopted the By-Laws for the allows the board of directors of a corporation to adopt bylaws for the corporation. WHEREAS, O.C.G.A. § 14-3-206 (a) of the Georgia Nonprofit Corporation Code Owners Association, Inc. hereby adopts the By-Laws for Villages at Creekside Townhomes NOW, THEREFORE, the Board of Directors of Villages at Creekside Townhomes Owners Association, Inc. attached hereto and incorporated herein as Exhibit "A". Creekside Townhomes Owners Association, Inc. hereby certify that this Resolution has been IN WITNESS WHEREOF, the undersigned duly authorized officers of the Villages at Directors this 15Th adopted by the Association's Board of Directors and entered into the minutes of the Board of day of seotem ber. 2011.

ASSOCIATION, INC. VILLAGES AT CREEKSIDE TOWNHOMES OWNERS

L, Presiden _(Seal) Attest: Deita fuchet _(Seal)

Decita Pict

[Corporate Seal]

BY-LAWS

OF

THE VILLAGES AT CREEKSIDE TOWNHOMES OWNERS ASSOCIATION, INC.

Stephen A. Winter, Esq.

WEINSTOCK & SCAVO, P.C.

3405 Piedmont Road, N.E.

Suite 300

Atlanta, Georgia 30305

(404) 231-3999

01/31/05

BY-LAWS

TABLE OF CONTENTS

Page

Article 1 Definitions ..

Section 1. Articles of Incorporation.

Section 2. Association.

Section 3. Board of Directors or Board..

Section 4. Declarant .

Section 5. Declaration.

Section 6. Eligible Votes.

Section 7. Managing Agent...

Section 8. Owner or Member

Section 9. Person

Section 10. Residential Unit

Section 11. Rules and Regulations.

Article II General

Section 1. Applicability..

Section 2. Name

Section 3. Membership.

Section 4. Multiple Owners.

Section 5. Voting..

Section 6. Declarant Control.

Section 7. Suspension of Voting Rights

Article !!! Meetings of Members

Section 1. Annual Meetings. 4 Section 2. Special Meetings .4 Section 3. Place of Meetings. .4 Section 4. Notice of Meetings.. .4 Section 5. Waiver of Notice..

Section 6. Quorum.. 5 Section 7. Adjournment.

Section 8. Proxy ..

Section 9. Consents ..

Section 10. Written Ballot..

Section 11. Decision of Owners....

Section 12. Conduct of Business... 6

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BY-LAWS

TABLE OF CONTENTS (continued)

Page

Article IV Board of Directors. 6

A. Composition and Selection.. 6

Section 1. Composition... 6 Section 2. Term of Office.

Section 3. Removal of Members of the Board of Directors

Section 4. Vacancies ........

Section 5. Compensation..

Section 6. Nomination and Election of Officers

B. Meetings

Section 7. Organizational Meetings

Section 8. Regular Meetings

Section 9. Special Meetings 10 00 00 00 00 00 00. Section 10. Waiver of Notice

Section 11. Conduct of Meetings

Section 12. Quorum..

Section 13. Decision of the Board

Section 14. Action Without a Meeting..

C. Powers and Duties..

Section 15. Powers and Duties.

D. Committees ..

Section 16. Committees....

Article V Officers

Section 1. Designation..

Section 2. Election of Officers...

Section 3. Removal of Officers...

Section 4. Vacancies.

Section 5. President..

Section 6. Vice President.

Section 7. Secretary.. 13 Section 8. Treasurer.. 13 Section 9. Compensation. 13 Section 10. Contracts with Interested Parties. . 14

Article VI Fiscal Matters.. . 14

Section 1. Assessments. 14 Section 2. Fidelity Bonds. .. 14 Section 3. Financial Statements .. 14 Section 4. Deposits.. . 14

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BY-LAWS

TABLE OF CONTENTS (continued)

Page

Article VII Use Restrictions and Rule Making.. . 15

Section 1. Authority and Enforcement. . 15 Section 2. Additional Enforcement Rights. . 15

Article VIII Miscellaneous.. 15

Section 1. Notices.. 15 Section 2. Severability.. 5 Section 3. Captions.... 16 Section 4. Gender and Grammar.

Section 5. Fiscal Year.

Section 6. Conflicts.

Section 7. Amendment

Section 8. Offices.

Section 9. Books and Records.. 16 Section 10. Gifts

Section 11. Agreements.. 17 Section 12. Rights of Action.. . 17

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BY-LAWS

OF

THE VILLAGES AT CREEKSIDE TOWNHOMES OWNERS ASSOCIATION, INC.

Article 1

Definitions

Unless the context otherwise requires, the terms as used in these By-Laws shall have the same meanings as those terms defined in the Declaration. Additionally, the following terms shall have the following meanings:

Section 1. "Articles of Incorporation" shall mean the Articles of Incorporation of the Association as the same now exist or as may hereafter be amended.

Section 2. "Association" shall mean The Villages at Creekside Townhomes Owners Association, Inc., a Georgia non-profit membership corporation formed for the purpose of exercising the powers of the Association under the Declaration, the Articles of Incorporation, these By-Laws and the Georgia Non-Profit Corporation Code.

Section 3. "Board of Directors" or "Board' shall mean the Board of Directors of the Association, the members of which shall be elected from time to time as provided in the Declaration, the Articles of Incorporation and these By-Laws. The Board of Directors shall be the governing body of the Association.

Section 4. "Declarant" shall mean Creekside Development Properties NV, LLC, a Georgia limited liability company and its successors and assigns in interest who come to stand in the same relation to the Property.

Section 5. "Declaration" shall mean that certain Declaration of Covenants, Conditions and Restrictions for The Villages at Creekside Townhomes, recorded in the Office of the Clerk of Superior Court of Oconee County, Georgia, as such document may be amended from time to time.

Section 6. "Eligible Votes" shall mean and refer to those votes available to be cast on the issue at hand. A vote which is for any reason suspended is not available to be cast.

Section 7. "Managing Agent" shall mean the person, company, or other legal entity who undertakes the duties, responsibilities, and obligations of the management of the Association and the Community. The Managing Agent may be employed and terminated by a vote of the Board of Directors of the Association, subject to any contract as might exist.

Section 8. "Owner' or "Member' shall mean and refer to one or more Persons, including Declarant, who or which owns fee simple title to any Lot, excluding, however, those Persons having such an interest solely as security for an obligation.

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Section 9. "Person" shall mean and refer to a natural person, corporation, partnership, limited liability company, trust or other legal entity, or any combination thereof.

Section 10. "Residential Unit shall mean and refer to any building, structure, or improvement on any Lot intended for use and occupancy as a residence and all appurtenances thereto including, but not limited to, all garages, porches, balconies, accessory structures, decks, overhangs, foundations, extensions and projections therefrom.

Section 11. "Rules and Regulations" shall mean the initial Rules and Regulations of the Association as may be supplemented, amended, and repealed by the Board of Directors.

Other terms shall have their natural meanings or the meanings given in the Declaration, or the Georgia Non-Profit Corporation Code.

Article II

General

Section 1. Applicability. These By-Laws provide for the governance of The Villages at Creekside Townhomes in accordance with the Articles of Incorporation for The Villages at Creekside Townhomes Owners Association, Inc., and the Declaration of Covenants, Conditions and Restrictions for The Villages at Creekside Townhomes recorded in the Oconee County, Georgia Records and are applicable to the Property in the Community. These By-Laws are binding on all present and future Owners, tenants, residents, or other persons occupying or using the Lots in any manner. The mere acquisition, rental or act of occupancy of any part of said Lots or Property will signify that these By-Laws are accepted, ratified and will be complied with. These By-Laws are subject to the provisions of the Georgia Non-Profit Corporation Code and the Declaration of Covenants, Conditions and Restrictions for The Villages at Creekside Townhomes Owners Association, Inc.

Section 2. Name. The name of the corporation is The Villages at Creekside Townhomes Owners Association, Inc., (hereinafter sometimes referred to as the "Association).

Section 3. Membership. As provided in the Declaration, every person who is the record owner of a fee or undivided fee interest in any Lot which is subject to the Declaration shall be a Member of and have membership in the Association. Membership shall be appurtenant to and may not be separated from ownership of any such Lot, and ownership of a Lot which is subject to this Declaration shall be the sole qualification for such membership. In the event that fee title to such a Lot is transferred or otherwise conveyed, the membership in the Association which is appurtenant thereto shall automatically pass to such transferee. The foregoing is not intended to include any person who has an interest in a Lot merely as security for the performance of an obligation, and the giving of a Mortgage in a Lot shall not terminate the grantor's membership in the Association.

Section 4. Multiple Owners. No Owner, whether one or more persons, shall have more than one membership per Lot; provided, however, multiple use rights for multiple Owners

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of a Lot shall exist subject, however, to the right of the Board to regulate and limit use by multiple Owners. Each Owner, by acceptance of a deed or other conveyance of a Lot, consents and agrees to the dilution of his or her voting interest in the Association by virtue of the submission from time to time of additional Lots as set forth herein. The rights and privileges of membership, including the right to vote, may be exercised by a Member, the Member's spouse or other family member.

Section 5. Voting. The Association shall have two classes of voting Members, Class "A" and Class "B".

Class "A". Class "A" Members shall be all Owners, with the exception of the Class "B' Member, if any. On any issue brought before the Members, Class "A" Members shall be entitled to cast one vote for each Lot in which they hold the interest required for membership by Section 1, above. When more than one person holds an interest in any Lot, the vote for such Lot shall be exercised as those Owners themselves determine and if one of such multiple Owners exercises the vote without opposition by any other of such multiple Owners at the time such vote is exercised, the vote shall be as so exercised. In the event that more than one of such multiple Owners seeks to exercise the vote, the vote appurtenant to such Lot shall be suspended.

(b) Class "B". The Class "B" Member shall be the Declarant. Prior to the Conversion Date, the Class "B' Member shall be entitled to cast votes equal to three (3) times the total number of the then existing Class "A" votes. The Class "B" membership shall terminate upon the earlier of:

ninety (90) days after the Declarant has sold ninety-five percent (95%) of the approximately ) Lots as are contemplated to be a part of the Community on the master plan thereof, inclusive of Lots not yet subdivided pursuant to Section 3 of Article II, above, having been conveyed to Owners other than the Declarant;

(ii) twenty (20) years after the date the Declaration was recorded; or (iii) the date on which the Declarant, in its sole discretion, chooses to terminate the Class "B' membership by filing of record with the Clerk of the Superior Court of Oconee County, Georgia a written notice of such termination (the "Conversion Date").

From and after the Conversion Date, the Class "B' Member shall be deemed to be a Class "A" Member entitled to one (1) vote for each Lot in which it holds the interest required for membership under Section 1, above.

Section 6. Declarant Control. Notwithstanding any other provision to the contrary in the Declaration, the Articles of Incorporation or these By-Laws, Declarant retains the authority and right to appoint and remove any member of the Board of Directors and any officer of the Association until the Conversion Date. Every grantee of any interest in the Property, by acceptance of a deed or other conveyance of such interest, agrees that the Declarant shall have

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the authority to appoint and remove members of the Board of Directors and officers of the Association in accordance with the foregoing provisions of this Section.

Section 7. Suspension of Voting Rights. The Board may suspend the voting rights of any Owner who is shown on the books and records of the Association or management accounts to be more than sixty (60) days delinquent in the payment of any assessments due to the Association until such assessments have been paid. Such voting rights of an Owner may also be suspended for the infraction of any provision of the Declaration, these By-Laws or any Rule or Regulation established and published by the Board of Directors for the period of such infraction, plus an additional period not to exceed sixty (60) days. Any Owner whose voting rights have been suspended shall not be counted for purposes of a quorum or be permitted to vote until such voting rights have been reinstated by the Association.

Article III

Meetings of Members

Section 1. Annual Meetings. The regular annual meeting of the Members shall be held during the month of November of each year, on a day, and at a time and place established by the Board. Notwithstanding the foregoing, the Board of Directors may cause the annual meeting to be on such other date in any year as they shall determine to be in the best interests of the Association, and any business transacted at said meeting shall have the same validity as if transacted at a meeting held during the month designated herein. At the annual meeting, reports of the affairs, finances and budget projections of the Association shall be made to the Owners.

Section 2. Special Meetings. Special meetings of the Members for any purpose may be called at any time by the President, and shall be called by request of any three or more members of the Board of Directors, or upon the written request of at least fifteen (15%) percent of the Owners. Only the business stated in the notice may be transacted at a special meeting.

Section 3. Place of Meeting. Membership meetings of the Association, whether annual or special meetings, shall be held at the Property or at such suitable place convenient to the Members as may be designated by the Board of Directors.

Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail or to cause to be delivered to each Owner a notice of each annual or special meeting of the Association at least twenty-one (21) days prior to each annual meeting and at least seven (7) days prior to each special meeting, but no more than sixty (60) days prior to each annual or special meeting. The notice shall state the time, place and purpose of such meeting. Notices shall be delivered personally or mailed by United States Mail, postage prepaid, to each Owner at the address of his or her Residential Unit or at such other address designated by such Owner by notice in writing to the Association. The mailing or delivering of a notice of meeting in the manner provided in this Section shall be considered service of notice.

Section 5. Waiver of Notice. Waiver of notice of a meeting of the Association shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting

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of the Association, either before or after such meeting. Attendance at a meeting by an Owner, whether in person or by proxy, shall be deemed a waiver of all objections to lack of notice or defective notice of the meeting, unless the Owner at the beginning of the meeting objects to the holding of the meeting or transacting business at the meeting. An Owner's attendance at a meeting shall also be deemed waiver of all objections to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Owner objects to considering the matter when it is presented. The recitation in the minutes of any membership meeting that notice of such meeting was properly given shall be prima facie evidence that such notice was so given.

Section 6. Quorum. At all membership meetings, whether annual or special, a quorum shall be deemed present throughout any meeting if Owners entitled to cast more than one-third (1/3) of the votes of the Association are present in person or by proxy at the beginning of such meeting.

Section 7. Adjournment. Any meeting of the Owners may be adjourned from time to time by the vote of a majority of the Owners present in person or represented by proxy, regardless of whether a quorum is present. Any business which could be transacted properly at the original session of the meeting may be transacted at an adjourned session, and no additional notice of such adjourned session shall be required other than by an announcement at the meeting at which such adjournment is taken. The quorum required by Section 6 hereof, shall be required at the adjourned session. Notwithstanding the above, when any membership meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 8. Proxy. Any Member entitled to vote may do so by written proxy duly executed by the Member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be filed with the Secretary prior to the opening of the meeting for which it is to be used and must be signed and dated. No proxy shall be revocable except by written notice delivered to the Secretary of the Association except that a proxy shall be automatically revoked if the Member who has given such proxy is in attendance at the meeting. Any proxy shall be void if it purports to be revocable without notice as aforesaid. A proxy shall also automatically be revoked upon the conveyance by an Owner of his Lot and no proxy shall be valid after eleven (11) months from the date of its execution.

Section 9. Consents. Any action which may be taken by a vote of the Owners may also be taken by written consent, without a meeting, provided, that such action is taken in accordance with the provisions of the Georgia Non-profit Corporation Code.

Section 10. Written Ballot. Any action to be taken at any annual or special meeting of Members may be taken without a meeting if approved by written ballot as provided herein. The Association shall deliver a written ballot to each Member entitled to vote on the matter. The written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot of any action shall be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting held to authorize such action and the number of approvals equals or exceeds the number of votes that would be

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required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than the election of directors and specify the time by which a ballot must be received by the Association in order to be counted. A timely written ballot received by the Association may not be revoked without the consent of the Board of Directors. The results of each action by written ballot shall be certified by the Secretary and shall be included in the minutes of meetings of Members filed in the permanent records of the Association.

Section 11. Decision of Owners. Unless otherwise expressly provided in the Declaration, or these By-laws, and provided a quorum is present, the affirmative vote of Owners in attendance in person or by proxy holding at least a majority of the Eligible Votes of the Owners represented at the meeting shall be the act of the Owners. For purposes of these By-Laws, "majority" shall mean more than fifty percent (50%). Notwithstanding the foregoing, any action which by law or pursuant to the provisions of the Declaration requires the assent of a special percentage of the votes of the Owners greater than that herein specified, shall not be considered the act of the Owners unless such requisite percentage so prescribed by law or by the Declaration is obtained. The President may vote. In the event of any tie vote at any annual, special, or adjourned meeting, the President, or the Vice President in the absence of the President, shall cast a separate vote to break the tie. When the Declaration or these By-Laws require the approval or consent of all or a specified percentage of Mortgagees and/or other lien holders, no decision or resolution duly adopted by the Owners shall be effective or valid until such approval or consent shall have been obtained.

Section 12. Conduct of Business. The President, or the Vice President in the absence of the President, shall preside over all meetings of the Owners and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions duly adopted as well as all other transactions occurring at such meetings.

Article IV

Board of Directors

A. Composition and Selection.

Section 1. Composition. The affairs of the Association shall be governed by a Board of Directors consisting of at least three (3) but no more than five (5) members, the exact number of members of the Board of Directors to be fixed by resolution of the Board of Directors from time to time. The directors shall be Owners of Lots or spouses of such Owners; provided, however, that no Owner and his or her spouse may serve on the Board at the same time and no Owner or his spouse may serve on the Board if said Owner is shown on the books and records of the Association or management accounts to be more than sixty (60) days delinquent in the payment of any assessment due to the Association. Any director who ceases to be an Owner or a spouse of a Owner or who becomes more than sixty (60) days delinquent in the payment of any assessment due to the Association shall not be eligible to continue to serve as a director, provided that any director who becomes more than sixty (60) days delinquent in the payment of any assessment due to the

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Association shall have ten (10) days to cure such delinquency prior to losing eligibility. Notwithstanding the above, the term " Owner" shall be deemed to include, without limitation, any shareholder, director, officer, partner in, or trustee of any Person which is, either alone or in conjunction with any other Person or Persons, an Owner. However, any individual who would not be eligible to serve as a member of the Board of Directors were he not a shareholder, director, officer, partner in, or trustee of such Person, shall be deemed to have disqualified himself from continuing in office if he ceases to have any such affiliation with that Person. No decrease in the authorized number of directors shall shorten the term of any incumbent director. The provisions of this paragraph shall not apply in respect to directors appointed by the Declarant pursuant to the terms of the Declaration.

Section 2. Term of Office. Subject to the Declarant's right to appoint directors as further set forth in the Declaration, the directors shall be elected as provided in this Section. At the first meeting at which an election of Directors is to be held, three (3) directors shall be elected to serve a term of two (2) years and two (2) directors shall be elected to serve a term of one (1) year. Upon expiration of these initial terms, successor directors shall be elected for two (2) year terms. Directors shall hold office for the term for which he was elected and until his successors are elected and qualified or until his early resignation, death, or removal.

Section 3. Removal of Members of the Board of Directors. At any annual or special meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed with or without cause by a majority vote of the total authorized vote of the Owners and a successor may then and there be elected to fill the vacancy thus created for the term so remaining. Any such director whose removal has been proposed by the Membership shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Any member of the Board of Directors who has not attended three (3) consecutive Board meetings may be removed from the Board by a majority vote of the Board Members present at a Board meeting, a quorum being had. Notwithstanding the foregoing, the Declarant shall have the right to appoint the successor to any director appointed by the Declarant pursuant to the terms of the Declaration and removed from the Board pursuant to this Section 3.

Section 4. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a director by vote of the Members, shall be filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the Board of Directors. Each person so selected shall serve for the remainder of the vacating director's term. Vacancies in the Board of Directors caused by removal of a director by vote of the Members shall be filled by the Membership in accordance with Section 2 hereof. Notwithstanding the foregoing, the Declarant shall have the right to fill any vacancies caused by the departure of a director appointed by the Declarant pursuant to the terms of the Declaration.

Section 5. Compensation. Directors shall not be compensated for their services as directors unless and to the extent the Members of the Association authorize by majority vote of the Owners present in person or by proxy at any meeting duly called for that purpose. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

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Section 6. Nomination and Election of Directors. Subject to the Declarant's right to appoint directors as further set forth in the Declaration, election to the Board of Directors shall be by written ballot cast at the annual meeting, unless dispensed with by unanimous consent of those present at such meeting. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. Directors shall be elected by a plurality of the votes cast. Cumulative voting is not permitted.

B. Meetings.

Section 7. Organizational Meetings. The first meeting of a newly elected Board of Directors shall be held within thirty (30) days of election at such time and place as may be determined by the directors.

Section 8. Regular Meetings. Meetings of the Board of Directors shall be held monthly, without notice, at such time and place as shall be determined from time to time by the Board. A Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each director given by mail, in person, by telephone or by facsimile, which notice shall state the time, date, place, and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President, Secretary, or Treasurer in like manner and on like notice on the written request of at least three (3) directors.

Section 10. Waiver of Notice. Any director may, at any time, in writing, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice. Attendance at or participation by a director at any meeting of the Board of Directors shall constitute a waiver by him of any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to any action taken at the meeting. Whenever any director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be prima facie evidence that due notice of such special meeting was given such director as required hereunder and by Georgia law. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in any written waiver of notice. If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.

Section 11. Conduct of Meetings. The President, or the Vice President in the absence of the President, shall preside over all meetings of the Board of Directors and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings.

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Section 12. Quorum. A quorum shall be deemed present throughout any meeting of the Board of Directors if a majority of the number of directors is present at the beginning of such meeting. If any Board of Directors meeting cannot be held because of the absence of a quorum, a majority of the votes present and voting may adjourn the meeting to a later time. The necessary quorum shall be required at the adjourned session. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without turther notice.

Section 13. Decision of the Board. A decision of the Board of Directors shall be by a majority of those directors present at a duly called meeting and every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. At all meetings of the Board of Directors, each director, including the President in his capacity as a Board Member, shall be entitled to cast one (1) vote. In the event of a tie vote by the Board of Directors, the President may, in addition to his vote as a Board Member, exercise a supplemental vote to break the tie vote.

Section 14. Action Without A Meeting. Any action by the Board of Directors or by any committee appointed by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if, prior to such action, one or more written consents describing the action taken are signed by no less than a majority of the members of the Board of Directors or of such committee, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or of the appropriate committee and such consent or consents shall be treated for all purposes as a vote at a meeting. Action taken under this provision is effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

C. Powers and Duties.

Section 15. Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Community and may do all such acts and things as are not by the Declaration, Articles of Incorporation, or these By-Laws directed to be done and exercised exclusively by the Members. In exercising its powers and duties, the Board of Directors shall take as its standard the maintenance of the general character of the Community as a first-class residential community in the quality of its maintenance, use, and occupancy. Such powers and duties of the Board of Directors shall be exercised in accordance with and subject to all provisions of the Declaration, the Georgia NonProfit Corporation Code, and these By-Laws, and shall include, by way of example and not limitation, the powers and duties to:

(a) Operate, care for, maintain, repair, and replace the Common Areas and employ personnel necessary or desirable therefor.

(b) Determine common expenses of the Association.

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(C) Levy and collect assessments from the Owners.

To enter into agreements with third parties to provide services to all lots within the Community, such as a trash collection company, or other service provider, in order to facilitate efficient operation of the Development. The terms, including compensation and duties and services to be performed, of said agreements, shall be as determined by the Board of Directors to be in the best interest of the Association and shall be subject in all respects to the By-Laws and the Declaration, provided, however, that said agreements entered into by the Association shall provide that such agreements may be terminated, at any time, with or without notice, by the Association, without penalty, upon thirty (30) days' written notice. The term of any such agreements shall not exceed one (1) year; provided, however, that the term of any such agreements may be renewable by mutual agreement of the parties for successive one (1) year periods.

(e) Adopt, modify, and repeal such reasonable Rules and Regulations as it deems necessary and appropriate for the governance of the Community including, but not limited to, the use of the Common Area and the personal conduct of the Members and their guests thereon, or the administration of the affairs of the Association and to impose sanctions for violations thereof, including, but not limited to, monetary fines in such amounts as the Board, in its sole discretion, determines to be reasonable under the circumstances.

Open bank accounts on behalf of the Association and designate the signatories required therefor.

(g) Manage, control, lease as lessor, and otherwise deal with the Common Areas, including the right to grant permits, licenses and easements over, under and across the Common Areas for utilities, road and other purposes reasonably necessary or useful for the proper operation or maintenance of the Community.

(h) Purchase, lease, or otherwise acquire Lots offered for sale or lease or surrendered by Owners to the Association.

(i) Own, sell, lease, encumber, and otherwise deal in, Lots owned by the Association.

(i) Obtain and maintain insurance for the Community pursuant to the provisions of these By-Laws and the Declaration.

(k) Make additions, improvements, and alterations to the Common Areas, and make repairs to and restoration of the Community after damage or destruction by fire or other casualty, or as a result of condemnation.

(I) Enforce by any legal or equitable remedies available all obligations of the Owners or any of them to the Association. Such enforcement power shall include, without limitation, the power to levy, as assessments, fines against Owners, as provided in these By-Laws and the Declaration.

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(m) Appoint auditors and accountants for the Association and make and file tax returns for and on behalf of the Association.

To enter into management agreements with third parties, such as a Managing Agent, in order to facilitate efficient operation of the development. It shall be the primary purpose of such management agreement or agreements to provide for the administration of the development, the maintenance, repair, replacement and operation of the Common Areas, and the receipt and disbursement of funds as may be authorized by the Board of Directors. The terms, including compensation and duties and services to be performed, of said management agreement, shall be as determined by the Board of Directors to be in the best interest of the Association and shall be subject in all respects to the By-Laws and the Declaration, provided, however, that any management agreement entered into by the Association shall provide that such agreement may be terminated, at any time, with or without notice, by the Association, without penalty, upon thirty (30) days' written notice. The term of any such management agreement shall not exceed one (1) year; provided, however, that the term of any such management agreement may be renewable by mutual agreement of the parties for successive one (1) year periods.

(o) Conduct litigation as to any cause of action involving the Common Areas or arising out of the enforcement of the provisions of the Declaration or these By-Laws.

Make contracts in connection with the exercise of any of the powers and duties of the Board of Directors. The Board of Directors may authorize any officer or officers, agent or agents, of the Association, in addition to the officers or agents so authorized by the Declaration and these By-Laws, to enter into any contract or execute and deliver any instrument in the name, or on behalf of, the Association, and such authority may be general or confined to a specific instances.

(q) To borrow money for the purpose of repair or restoration of common areas and facilities without the approval of the Members of the Association; provided, however, the Board shall obtain Membership approval if the total amount of such borrowing exceeds or would exceed ten thousand dollars ($10,000.00) outstanding debt.

Take all other actions the Board of Directors deems necessary or proper for the sound management of the Community and fulfillment of the terms and provisions of the Declaration and these By-Laws.

In the case of those powers and duties specified in the foregoing clauses (g), (h), (i), and (m), the Board of Directors need exercise the same only to the extent, if any, it deems necessary or desirable or is required to do so by the vote of the Owners. The Board of Directors shall not be obligated to take any action or perform any duty imposed upon it requiring an expenditure of funds unless in its opinion it shall have funds of the Association sufficient therefor.

In addition to the duties imposed by these By-Laws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to perform and be

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responsible for any and all functions necessary or proper for the administration and operation of the Community, unless otherwise particularly and specifically given to the Membership.

D. Committees.

Section 16. Committees. The Board of Directors shall have the power and authority to create and establish committees as it deems desirable. Any such committee shall advise the Board of Directors of matters pertaining to the purpose for which any such committee shall have been created and shall have and exercise such powers as may be provided by resolution of the Board of Directors. Each such committee shall be comprised of one (1) or more Owners and may, but need not, include one or more members of the Board of Directors. The members, including the chairman, of any such committee, shall be appointed by and shall serve at the pleasure of the Board of Directors. A majority of the members of any such committee shall constitute a quorum.

Article V

Officers

Section 1. Designation. The principal officers of the Association shall be the President, the Vice President, the Secretary, and the Treasurer, all of whom shall be elected by and from the Board of Directors. The Board of Directors may appoint an Assistant Treasurer, an Assistant Secretary, and such other subordinate officers as in its judgment may be necessary and such officers shall hold their offices for such terms and shall exercise such powers and perform such duties as directed from time to time by the Board of Directors. Such subordinate officers shall not be required to be members of the Board of Directors, but shall be Owners of Lots or spouses of such Owners. Except for the offices of Secretary and Treasurer, which may be held by the same person, no person may hold more than one (1) office.

Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the first meeting (organizational meeting) of the Board following the annual meeting of the Members and shall hold office for one (1) year and until his successor is chosen and has qualified unless he shall resign or shall be removed, or is otherwise disqualified to serve.

Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor may be elected. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the office he replaces.

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Section 5. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation Code, and shall in general, manage, supervise, and control all of the business and affairs of the Association. Without limiting the foregoing, the President shall have the authority to sign, on behalf of the Association, any contracts, deeds, notes, mortgages, bonds, policies of insurance, checks, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing or execution thereof shall be expressly delegated by the Declaration or these By-Laws or the Board of Directors to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed.

Section 6. Vice President. The Vice President shall act in the President's absence, or in the event of his death or inability or refusal to act and shall have all powers, duties, and responsibilities provided for the President when so acting. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other Member of the Board of Directors to act in the place of the President on an interim basis. The Vice-President shall also perform such other duties as shall, from time to time, be imposed upon him by the Board of Directors or by the President.

Section 7. Secretary. The Secretary shall attend, record the votes and keep the minutes of all meetings of the Association and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, pertorm all duties incident to the office of the secretary of a corporation organized in accordance with Georgia law. Without limiting the foregoing, the Secretary shall keep the Association's seal and atfix it on such papers and documents requiring it; shall keep appropriate current records showing the Members of the Association and their addresses and the addresses of the holder of any mortgage on such Owner's Lot which shall be furnished to the Secretary by such Owner; shall see that all notices are duly given in accordance with the Declaration, these By-Laws, or if required by law; and shall, in general, perform all other duties incident to the office of the Secretary as from time to time may be imposed by the Board of Directors or by the President.

Section 8. Treasurer. The Treasurer shall have the responsibility, together with any management agent, if any, retained by the Association, for the Association's funds and securities and shall be responsible, together with such agent, for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements, for preparing and executing all checks payable by the Association and for the deposit of all monies and other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall in general, perform all duties incident to the office of the treasurer of a corporation organized in accordance with Georgia law and such other duties, as from time to time, may be imposed upon him by the Board of Directors or by the President.

Section 9. Compensation. Unless otherwise expressly provided by the majority vote of the Association, no officer shall receive compensation from the Association for acting as such, but

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shall be entitled to reimbursement from the Association as a common expense for reasonable out-ofpocket disbursements made by him in the performance of his duties. No officer shall be obligated to make any such disbursements.

Section 10. Contracts with Interested Parties. No contract or transaction between the Association and one or more of its officers or directors, or between the Association and any other entity in which one or more of the Association's officers or directors are officers, directors, partners, or trustees, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Association's officer or director is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because his or their votes are counted for such purposes, if (a) the material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote or votes of the interested director or directors; or (b) the material facts as to his interest and as to the contract or transaction are disclosed or are known to Owners entitled to vote thereon, and the contract or transaction is specifically approved or ratified in good faith by vote of such Owners; or (c) the contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the Board of Directors or the Owners. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction.

Article VI

Fiscal Matters

Section 1. Assessments. Owners shall pay assessments imposed pursuant to the provisions of the Declaration. In any year in which there is an excess of assessments over expenditures, the Board of Directors, by resolution and without the necessity of a vote of the Owners, shall determine either to apply such excess or any portion thereof against and reduce the subsequent year's assessments, or to allocate the same to one or more reserve accounts.

Section 2. Fidelity Bonds. The Board of Directors shall require that any manager, contractor or employee of the Association handling or responsible for Association funds shall furnish an adequate fidelity bond or proof of adequate insurance.

Section 3. Financial Statements. Financial statements of the accounts of the Association shall be made annually and a copy of the report shall be furnished to each Member who requests a copy in writing. Upon written request of any First Mortgagee, such holder shall be entitled to receive a copy of the annual financial statement within one hundred twenty (120) days after the end of each fiscal year.

Section 4. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may determine.

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Article VII

Use Restrictions and Rule Making

Section 1. Authority and Enforcement. The Community shall be used only for those uses and purposes set out in the Declaration and herein. In addition, the Board of Directors shall have the authority to make, modity, repeal, and entorce reasonable Rules and Regulations governing the conduct, use, and enjoyment of Lots, provided that copies of all such Rules and Regulations are furnished to all Owners. The Board shall have the power to impose reasonable monetary fines, as provided within the Declaration and these By-Laws, which shall constitute a lien upon the Lot and otherwise be collectible as an assessment and to suspend an Owner's right to vote or to use the Common Areas for violation of any duty imposed under the Declaration, these ByLaws, or any Rules and Regulations duly adopted hereunder.

Section 2. Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through its Board of Directors, may elect to enforce any provision of the Declaration, these By-Laws, or the Rules and Regulations by self-help (specifically including, but not limited to, the towing of vehicles without notice that are in violation of the Declaration or the parking Rules and Regulations) or by suit at law or in equity or enjoin any violation or to recover monetary damages or both. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation for which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.

Article VIII

Miscellaneous

Section 1. Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications under these By-Laws or the Declaration shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by overnight delivery or U.S. Mail, first class postage pre-paid:

if to an Owner, at the address which the Owner has designated in writing and filed with the Secretary or the Managing Agent or, if no such address has been designated, at the address of the Lot of such Owner; or

if to the Association, the Board of Directors and the Managing Agent, at the principal office of the Association and the Managing Agent, if any, or at such other address as shall be designated by the notice to the Owners in accordance with subsection (a) hereof.

All such notices shall be deemed effective upon personal delivery, or, if mailed, on the postmarked date of the notice.

Section 2. Severability. The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of these By-Laws.

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Section 3. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these By-Laws or the intent of any provision thereof.

Section 4. Gender and Grammar. The use of the masculine gender in these By-Laws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural whenever the context so requires.

Section 5. Fiscal Year. The fiscal year shall be set by resolution of the Board of Directors. In the absence of a resolution by the Board, the fiscal year shall run from January 1 of each year until December 31 of that year.

Section 6. Conflicts. In the event of conflicts between the Declaration and these ByLaws the Declaration shall control.

Section 7. Amendment. These By-Laws shall be amended in accordance with the procedure set forth in this Section 7. The Board of Directors shall recommend each amendment to the members unless the Board elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment. The By-Laws may thereafter be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of members holding two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. These By-Laws may also be amended by the Declarant alone to correct any scrivener's error or for the purpose of complying with the requirements of any governmental or quasi-governmental entity authorized to fund, purchase or guarantee security deeds on individual Lots, as such requirements may exist from time to time, to comply with the requirements of any applicable governmental (including federal, state, municipality or other governmental entity) law, statute, rule, regulation or ordinance or to comply with the requirements of any title insurance company. Notwithstanding the above, every amendment to these By-Laws is subject to the prior written approval of Declarant so long as Declarant owns any Lot primarily for the purpose of sale or has an unexpired option to add additional property to the Declaration, whichever is last to occur. Further, until Buildout, Declarant may unilaterally amend these By-Laws for any other purpose; provided, however, any such amendment shall not materially and adversely affect the substantive rights of any Owner hereunder, nor shall it adversely affect title to the Lot of any Owner without the consent of the affected Owner.

Section 8. Offices. The Association shall maintain at all times a registered office in the State of Georgia and a registered agent at said office. Notwithstanding the above, the Association may also have office at such other places both within and without the State of Georgia as the business of the Association may require.

Section 9. Books and Records. All Members of the Association and all holders, insurers or guarantors of First Mortgages shall, upon written request, be entitled to inspect current copies of the Declaration, these By-Laws, the Rules and Regulations of the Association and all

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books and records of the Association during normal business hours at the office of the Association or other place designated reasonably by the Board of Directors as the depository of such items.

Section 10. Gifts. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or device for the general purposes, or for any special purpose, of the Association.

Section 11. Agreements. Subject to the provisions of the Declaration or these By-Laws, all agreements and determinations lawfully authorized by the Board of Directors of the Association shall be binding upon all Owners, their heirs, legal representatives, successors, assigns, or others having an interest in the Property, and in performing its responsibilities hereunder, the Association, through the Board of Directors, shall have the authority to delegate to such Persons of its choice such duties of the Association as may be determined by the Board of Directors.

Section 12. Rights of Action. The Association and any aggrieved Owner shall be granted a right of action against Owners for failure to comply with the provisions of the Declaration, these By-Laws, the Rules and Regulations of the Association or equivalent documents, or with decisions of the Association which are made pursuant to authority granted the Association in such documents.

LandsouthHomes\Creekside/Townhomes/BYLAWS

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RESOLUTION REGARDING

BY-LAWS OF THE ESTATES AT CREEKSIDE HOMESOWNERS

ASSOCIATION, INC.

BY

BOARD OF DIRECTORS OF

THE ESTATES AT CREEKSIDE HOMEOWNERS ASSOCIATION, INC. Homesowners Association, Inc. ('By-Laws) throughout the Articles of Incorporation The WHEREAS, there are numerous citaitons to the By-Laws for The Estates at Creekside Estates at Creekside Homesowners Association, Inc. ("Association); and

• at Creekside defines the term By-Laws as the By-Laws of the Association as the same may WHEREAS, the Declaration of Covenants, Conditions and Restrictions for The Estates not exist or as may hereafter be amended.

and WHEREAS, there are numerous citations to the By-Laws throughout the Declaration; Association; WHEREAS, no previous Board of Directors ever duly adopted the By-Laws for the allows the board of directors of a corporation to adopt bylaws for the corporation. WHEREAS, O.C.G.A. § 14-3-206 (a) of the Georgia Nonprofit Corporation Code Homesowners Association, Inc. hereby adopts the By-Laws for The Estates at Creekside NOW, THEREFORE, the Board of Directors of The Estates at Creekside Homesowners Association, Inc, attached hereto and incorporated herein as Exhibit "A". at Creekside Homesowners Association, Inc. hereby certify that this Resolution has been IN WITNESS WHEREOF, the undersigned duly authorized officers of the The Estates adopted by the Association's Board of Directors and entered into the minutes of the Board of Directors this _ day of September 2011.

ASSOCIATION, INC. THE ESTATES AT CREEKSIDE HOMESOWNERS

By: _(Seal) Attest: Derita Puchett _(Seal)

Decita BucKett, Secretary

[Corporate Seal]

BY-LAWS

OF

THE ESTATES AT CREEKSIDE HOMEOWNERS ASSOCIATION, INC.

Stephen A. Winter, Esq.

WEINSTOCK & SCAVO, P.C.

3405 Piedmont Road, N.E.

Suite 300

Atlanta, Georgia 30305

(404) 231-3999

01/31/05

BY-LAWS

TABLE OF CONTENTS

Page

Article I. Definitions.

Section 1. Articles of Incorporation

Section 2. Association..

Section 3. Board of Directors or Board..

Section 4. Declarant ..

Section 5. Declaration..

Section 6. Eligible Votes...

Section 7. Managing Agent...

Section 8. Owner or Member

Section 9. Person...

Section 10. Residential Unit.

Section 11. Rules and Regulations..

Article II. General

Section 1. Applicability..

Section 2. Name.

Section 3. Membership 29222999 Section 4. Multiple Owners

Section 5. Voting...

Section 6. Declarant Control..

Section 7. Suspension of Voting Rights.

Article !!!I. Meetings of Members.

Section 1. Annual Meetings

Section 2 Special Meetings

Section 3. Place of Meeting..

Section 4. Notice of Meetings.

Section 5. Waiver of Notice..

Section 6. Quorum..

Section 7. Adjournment

Section 8. Proxy ..

Section 9. Consents ..

Section 10. Written Ballot

Section 11. Decision of Unit Owners aa Section 12. Conduct of Business..

Article IV. Board of Directors..

A. Composition and Selection.

Section 1. Composition.

Section 2. Term of Office.

01/31/05/

BY-LAWS

TABLE OF CONTENTS (continued)

Page

Section 3. Removal of Members of the Board of Directors 7 Section 4. Vacancies ......... 7 Section 5. Compensation..

Section 6. Nomination and Election of Officers.. 7 B. Meetings

Section 7. Organizational Meetings.. 00 00 00 00 Section 8. Regular Meetings

Section 9. Special Meetings.

Section 10. Waiver of Notice.

Section 11. Conduct of Meetings

Section 12. Quorum.. 00000099 Section 13. Decision of the Board.

Section 14. Action Without a Meeting.

C. Powers and Duties

Section 15. Powers and Duties

D. Committees

Section 16. Committees.

Article V. Officers ..

Section 1. Designation....

Section 2. Election of Officers.

Section 3. Removal of Officers.

Section 4. Vacancies

Section 5. President.

Section 6. Vice President

Section 7. Secretary.

Section 8. Treasurer

Section 9. Compensation...

Section 10. Contracts with Interested Parties..

Article VI. Fiscal Matters... . 14

Section 1. Assessments .. .14 Section 2. Fidelity Bonds. 14 Section 3. Financial Statements.. 14 Section 4. Deposits.. 14

Article VII. Use Restrictions and Rule Making.. . 14

Section 1. Authority and Enforcement... 14 Section 2. Additional Enforcement Rights . 14

01/31/05

BY-LAWS

TABLE OF CONTENTS (continued)

Page

Article VIII. Miscellaneous . 15

Section 1. Notices. . 15 Section 2. Severability

Section 3. Captions..

Section 4. Gender and Grammar...

Section 5. Fiscal Year. . 15 Section 6. Conflicts .. 15 Section 7. Amendment . 15 Section 8. Offices ....

Section 9. Books and Records......

Section 10. Gifts...

Section 11. Agreements...

Section 12. Rights of Action...

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BY-LAWS

OF

THE ESTATES AT CREEKSIDE HOMEOWNERS ASSOCIATION, INC.

Article I.

Definitions

Unless the context otherwise requires, the terms as used in these By-Laws shall have the same meanings as those terms defined in the Declaration. Additionally, the following terms shall have the following meanings:

Section 1. "Articles of Incorporation" shall mean the Articles of Incorporation of the Association as the same now exist or as may hereafter be amended.

Section 2. "Association" shall mean The Estates at Creekside Homeowners Association, Inc., a Georgia non-profit membership corporation formed for the purpose of exercising the powers of the Association under the Declaration, the Articles of Incorporation, these By-Laws and the Georgia Non-Profit Corporation Code.

Section 3. "Board of Directors' or "Board" shall mean the Board of Directors of the Association, the members of which shall be elected from time to time as provided in the Declaration, the Articles of Incorporation and these By-Laws.. The Board of Directors shall be the governing body of the Association.

Section 4. "Declarant" shall mean Creekside Development Properties NV, LLC, a Georgia limited liability company and its successors and assigns in interest who come to stand in the same relation to the Property.

Section 5. "Declaration" shall mean that certain Declaration of Covenants, Conditions and Restrictions for the Estates at Creekside, recorded in the Office of the Clerk of Superior Court of Oconee County, Georgia, as such document may be amended from time to time.

Section 6. "Eligible Votes" shall mean and refer to those votes available to be cast on the issue at hand. A vote which is for any reason suspended is not available to be cast.

Section 7. "Managing Agent' shall mean the person, company, or other legal entity who undertakes the duties, responsibilities, and obligations of the management of the Association and the Community. The Managing Agent may be employed and terminated by a vote of the Board of Directors of the Association, subject to any contract as might exist.

Section 8. "Owner' or "Member' shall mean and refer to one or more Persons, including Declarant, who or which owns fee simple title to any Lot, excluding, however, those Persons having such an interest solely as security for an obligation.

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Section 9. "Person" shall mean and refer to a natural person, corporation, partnership, limited liability company, trust or other legal entity, or any combination thereof.

Section 10. "Residential Unit' shall mean and refer to any building, structure, or improvement on any Lot intended for use and occupancy as a residence and all appurtenances thereto including, but not limited to, all garages, porches, balconies, accessory structures, decks, overhangs, foundations, extensions and projections therefrom.

Section 11. "Rules and Regulations" shall mean the initial Rules and Regulations of the Association as may be supplemented, amended, and repealed by the Board of Directors.

Other terms shall have their natural meanings or the meanings given in the Declaration, or the Georgia Non-Profit Corporation Code.

Article II.

General

Section 1. Applicability. These By-Laws provide for the governance of The Estates at Creekside in accordance with the Articles of Incorporation for The Estates at Creekside Homeowners Association, Inc., and the Declaration of Covenants, Conditions and Restrictions for The Estates at Creekside recorded in the Oconee County, Georgia Records and are applicable to the Property in the Community. These By-Laws are binding on all present and future Owners, tenants, residents, or other persons occupying or using the Lots in any manner. The mere acquisition, rental or act of occupancy of any part of said Lots or Property will signify that these By-Laws are accepted, ratified and will be complied with. These By-Laws are subject to the provisions of the Georgia Non-Profit Corporation Code and the Declaration of Covenants, Conditions and Restrictions for The Estates at Creekside.

Section 2. Name. The name of the corporation is The Estates at Creekside Homeowners Association, Inc., (hereinafter sometimes referred to as the "Association").

Section 3. Membership. As provided in the Declaration, every person who is the record owner of a fee or undivided fee interest in any Lot which is subject to the Declaration shall be a Member of and have membership in the Association.

appurtenant to and may not be separated from ownership of any such Lot, and ownership of a Lot which is subject to this Declaration shall be the sole qualification for such membership. In the event that fee title to such a Lot is transferred or otherwise conveyed, the membership in the Association which is appurtenant thereto shall automatically pass to such transferee. The foregoing is not intended to include any person who has an interest in a Lot merely as security for the performance of an obligation, and the giving of a Mortgage in a Lot shall not terminate the grantor's membership in the Association.

Section 4. Multiple Owners. No Owner, whether one or more persons, shall have more than one membership per Lot; provided, however, multiple use rights for multiple Owners of a Lot shall exist subject, however, to the right of the Board to regulate and limit use by multiple Owners. Each Owner, by acceptance of a deed or other conveyance of a Lot, consents

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and agrees to the dilution of his or her voting interest in the Association by virtue of the submission from time to time of additional Lots as set forth herein. The rights and privileges of membership, including the right to vote, may be exercised by a Member, the Member's spouse or other family member.

Section S. Voting. The Association shall have two classes of voting Members, Class A and Class B.

Class A. Class A Members shall be all Owners, with the exception of the Class B Member, if any. On any issue brought before the Members, Class A Members shall be entitled to cast one vote for each Lot in which they hold the interest required for membership by Section 1, above. When more than one person holds an interest in any Lot, the vote for such Lot shall be exercised as those Owners themselves determine and if one of such multiple Owners exercises the vote without opposition by any other of such multiple Owners at the time such vote is exercised, the vote shall be as so exercised. In the event that more than one of such multiple Owners seeks to exercise the vote, the vote appurtenant to such Lot shall be suspended

Class B. The Class B Member shall be the Declarant. Prior to the Conversion Date, the Class B Member shall be entitled to cast votes equal to three (3) times the total number of the then existing Class A votes. The Class B membership shall terminate upon the earlier of: ninety (90) days after the Declarant has sold ninety-five percent (95%) of the approximately Lots as are contemplated to be a part of the Community on the master plan thereof, inclusive of Lots not yet subdivided pursuant to Section 3 of Article II, above, having been conveyed to Owners other than the Declarant;

twenty (20) years after the date the Declaration was recorded; or the date on which the Declarant, in its sole discretion, chooses to terminate the Class B membership by filing of record with the Clerk of the Superior Court of Oconee County, Georgia a written notice of such termination (the "Conversion Date").

From and after the Conversion Date, the Class B Member shall be deemed to be a Class A Member entitled to one (1) vote for each Lot in which it holds the interest required for membership under Section 1, above.

Section 6. Declarant Control. Notwithstanding any other provision to the contrary in the Declaration, the Articles of Incorporation or these By-Laws, Declarant retains the authority and right to appoint and remove any member of the Board of Directors and any officer of the Association until the Conversion Date. Every grantee of any interest in the Property, by acceptance of a deed or other conveyance of such interest, agrees that the Declarant shall have the authority to appoint and remove members of the Board of Directors and officers of the Association in accordance with the foregoing provisions of this Section.

Section 7. Suspension of Voting Rights. The Board may suspend the voting rights of any Owner who is shown on the books and records of the Association or management accounts to

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be more than sixty (60) days delinquent in the payment of any assessments due to the Association until such assessments have been paid. Such voting rights of an Owner may also be suspended for the infraction of any provision of the Declaration, these By-Laws or any Rule or Regulation established and published by the Board of Directors for the period of such infraction, plus an additional period not to exceed sixty (60) days. Any Owner whose voting rights have been suspended shall not be counted for purposes of a quorum or be permitted to vote until such voting rights have been reinstated by the Association.

Article III.

Meetings of Members

Section 1. Annual Meetings. The regular annual meeting of the Members shall be held during the month of November of each year, on a day, and at a time and place established by the Board. Notwithstanding the foregoing, the Board of Directors may cause the annual meeting to be on such other date in any year as they shall determine to be in the best interests of the Association, and any business transacted at said meeting shall have the same validity as if transacted at a meeting held during the month designated herein. At the annual meeting, reports of the affairs, finances and budget projections of the Association shall be made to the Owners.

Section 2. Special Meetings. Special meetings of the Members for any purpose may be called at any time by the President, and shall be called by request of any three or more members of the Board of Directors, or upon the written request of at least fifteen (15%) percent of the Owners. Only the business stated in the notice may be transacted at a special meeting.

Section 3. Place of Meeting. Membership meetings of the Association, whether annual or special meetings, shall be held at the Property or at such suitable place convenient to the Members as may be designated by the Board of Directors.

Section 4. Notice of Meetings. It shall be the duty of the Secretary to mail or to cause to be delivered to each Owner a notice of each annual or special meeting of the Association at least twenty-one (21) days prior to each annual meeting and at least seven (7) days prior to each special meeting, but no more than sixty (60) days prior to each annual or special meeting. The notice shall state the time, place and purpose of such meeting. Notices shall be delivered personally or mailed by United States Mail, postage prepaid, to each Owner at the address of his or her Residential Unit or at such other address designated by such Owner by notice in writing to the Association. The mailing or delivering of a notice of meeting in the manner provided in this Section shall be considered service of notice.

Section 5. Waiver of Notice. Waiver of notice of a meeting of the Association shall be deemed the equivalent of proper notice. Any Owner may, in writing, waive notice of any meeting of the Association, either before or after such meeting. Attendance at a meeting by an Owner, whether in person or by proxy, shall be deemed a waiver of all objections to lack of notice or defective notice of the meeting, unless the Owner at the beginning of the meeting objects to the holding of the meeting or transacting business at the meeting. An Owner's attendance at a meeting shall also be deemed waiver of all objections to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Owner objects

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to considering the matter when it is presented. The recitation in the minutes of any membership meeting that notice of such meeting was properly given shall be prima facie evidence that such notice was so given.

Section 6. Quorum. At all membership meetings, whether annual or special, a quorum shall be deemed present throughout any meeting if Owners entitled to cast more than one-third (1/3) of the votes of the Association are present in person or by proxy at the beginning of such meeting.

time by the vote of a majority of the Owners present in person or represented by proxy, regardless of whether a quorum is present. Any business which could be transacted properly at the original session of the meeting may be transacted at an adjourned session, and no additional notice of such adjourned session shall be required other than by an announcement at the meeting at which such adjournment is taken. The quorum required by Section 6 hereof, shall be required at the adjourned session. Notwithstanding the above, when any membership meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting

Section 8. Proxy. Any Member entitled to vote may do so by written proxy duly executed by the Member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be filed with the Secretary prior to the opening of the meeting for which it is to be used and must be signed and dated. No proxy shall be revocable except by written notice delivered to the Secretary of the Association except that a proxy shall be automatically revoked if the Member who has given such proxy is in attendance at the meeting. Any proxy shall be void if it purports to be revocable without notice as aforesaid. A proxy shall also automatically be revoked upon the conveyance by an Owner of his Lot and no proxy shall be valid after eleven (11) months from the date of its execution.

Section 9. Consents. Any action which may be taken by a vote of the Owners may also be taken by written consent, without a meeting, provided, that such action is taken in accordance with the provisions of the Georgia Non-profit Corporation Code.

Section 10. Written Ballot. Any action to be taken at any annual or special meeting of Members may be taken without a meeting if approved by written ballot as provided herein. The Association shall deliver a written ballot to each Member entitled to vote on the matter. The written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot of any action shall be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting held to authorize such action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than the election of directors and specify the time by which a ballot must be received by the Association in order to be counted. A timely written ballot received by the Association may not be revoked without the consent of the Board of Directors. The results of

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each action by written ballot shall be certified by the Secretary and shall be included in the minutes of meetings of Members filed in the permanent records of the Association.

Unless otherwise expressly provided in the Declaration, or these By-laws, and provided a quorum is present, the affirmative vote of Owners in attendance in person or by proxy holding at least a majority of the Eligible Votes of the Owners represented at the meeting shall be the act of the Owners. For purposes of these By-Laws, "majority" shall mean more than fifty percent (50%). Notwithstanding the foregoing, any action which by law or pursuant to the provisions of the Declaration requires the assent of a special percentage of the votes of the Owners greater than that herein specified, shall not be considered the act of the Owners unless such requisite percentage so prescribed by law or by the Declaration is obtained. The President may vote. In the event of any tie vote at any annual, special, or adjourned meeting, the President, or the Vice President in the absence of the President, shall cast a separate vote to break the tie. When the Declaration or these By-Laws require the approval or consent of all or a specified percentage of Mortgagees and/or other lien holders, no decision or resolution duly adopted by the Owners shall be effective or valid until such approval or consent shall have been obtained.

Section 12. Conduct of Business. The President, or the Vice President in the absence of the President, shall preside over all meetings of the Owners and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions duly adopted as well as all other transactions occurring at such meetings.

Article IV.

Board of Directors

A. Composition and Selection.

Section 1. Composition. The affairs of the Association shall be governed by a Board of Directors consisting of at least three (3) but no more than five (5) members, the exact number of members of the Board of Directors to be fixed by resolution of the Board of Directors from time to time. The directors shall be Owners of Lots or spouses of such Owners; provided, however, that no Owner and his or her spouse may serve on the Board at the same time and no Owner or his spouse may serve on the Board if said Owner is shown on the books and records of the Association or management accounts to be more than sixty (60) days delinquent in the payment of any assessment due to the Association. Any director who ceases to be an Owner or a spouse of a Owner or who becomes more than sixty (60) days delinquent in the payment of any assessment due to the Association shall not be eligible to continue to serve as a director, provided that any director who becomes more than sixty (60) days delinquent in the payment of any assessment due to the Association shall have ten (10) days to cure such delinquency prior to losing eligibility. Notwithstanding the above, the term " Owner" shall be deemed to include, without limitation, any shareholder, director, officer, partner in, or trustee of any Person which is, either alone or in conjunction with any other Person or Persons, an Owner. However, any individual who would not be eligible to serve as a member of the Board of Directors were he not a shareholder, director, officer, partner in, or trustee of such Person, shall be deemed to have disqualified himself from continuing in office if he ceases to have any such affiliation with that Person. No decrease in the

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authorized number of directors shall shorten the term of any incumbent director. The provisions of this paragraph shall not apply in respect to directors appointed by the Declarant pursuant to the terms of the Declaration.

Section 2. Term of Office. Subject to the Declarant's right to appoint directors as further set forth in the Declaration, the directors shall be elected as provided in this Section. At the first meeting at which an election of Directors is to be held, three (3) directors shall be elected to serve a term of two (2) years and two (2) directors shall be elected to serve a term of one (1) year. Upon expiration of these initial terms, successor directors shall be elected for two (2) year terms. Directors shall hold office for the term for which he was elected and until his successors are elected and qualified or until his early resignation, death, or removal.

Section 3. Removal of Members of the Board of Directors. At any annual or special meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed with or without cause by a majority vote of the total authorized vote of the Owners and a successor may then and there be elected to fill the vacancy thus created for the term so remaining. Any such director whose removal has been proposed by the Membership shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. Any member of the Board of Directors who has not attended three (3) consecutive Board meetings may be removed from the Board by a majority vote of the Board Members present at a Board meeting, a quorum being had. Notwithstanding the foregoing, the Declarant shall have the right to appoint the successor to any director appointed by the Declarant pursuant to the terms of the Declaration and removed from the Board pursuant to this

Section 4. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a director by vote of the Members, shall be filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the Board of Directors. Each person so selected shall serve for the remainder of the vacating director's term. Vacancies in the Board of Directors caused by removal of a director by vote of the Members shall be filled by the Membership in accordance with Section 2 hereof. Notwithstanding the foregoing, the Declarant shall have the right to fill any vacancies caused by the departure of a director appointed by the Declarant pursuant to the terms of the Declaration.

Section 5. Compensation. Directors shall not be compensated for their services as directors unless and to the extent the Members of the Association authorize by majority vote of the Owners present in person or by proxy at any meeting duly called for that purpose. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 6. Nomination and Election of Directors. Subject to the Declarant's right to appoint directors as further set forth in the Declaration, election to the Board of Directors shall be by written ballot cast at the annual meeting, unless dispensed with by unanimous consent of those present at such meeting. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. Directors shall be elected by a plurality of the votes cast. Cumulative voting is not permitted.

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B. Meetings.

Section 7. Organizational Meetings. The first meeting of a newly elected Board of Directors shall be held within thirty (30) days of election at such time and place as may be determined by the directors.

Section 8. Regular Meetings. Meetings of the Board of Directors shall be held monthly, without notice, at such time and place as shall be determined from time to time by the Board. A Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each director given by mail, in person, by telephone or by facsimile, which notice shall state the time, date, place, and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President, Secretary, or Treasurer in like manner and on like notice on the written request of at least three (3) directors.

Section 10. Waiver of Notice. Any director may, at any time, in writing, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice. Attendance at or participation by a director at any meeting of the Board of Directors shall constitute a waiver by him of any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to any action taken at the meeting. Whenever any director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be prima facie evidence that due notice of such special meeting was given such director as required hereunder and by Georgia law. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in any written waiver of notice. If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be

Section 11. Conduct of Meetings. The President, or the Vice President in the absence of the President, shall preside over all meetings of the Board of Directors and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings.

Section 12. Quorum. A quorum shall be deemed present throughout any meeting of the Board of Directors if a majority of the number of directors is present at the beginning of such meeting. If any Board of Directors meeting cannot be held because of the absence of a quorum, a majority of the votes present and voting may adjourn the meeting to a later time. The necessary quorum shall be required at the adjourned session. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

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Section 13. Decision of the Board. A decision of the Board of Directors shall be by a majority of those directors present at a duly called meeting and every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. At all meetings of the Board of Directors, each director, including the President in his capacity as a Board Member, shall be entitled to cast one (1) vote. In the event of a tie vote by the Board of Directors, the President may, in addition to his vote as a Board Member, exercise a supplemental vote to break the tie vote.

Section 14. Action Without A Meeting. Any action by the Board of Directors or by any committee appointed by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if, prior to such action, one or more written consents describing the action taken are signed by no less than a majority of the members of the Board of Directors or of such committee, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or of the appropriate committee and such consent or consents shall be treated for all purposes as a vote at a meeting. Action taken under this provision is effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

C. Powers and Duties.

Section 15. Powers and Duties. The Board of Directors shall manage the affairs of the Association and shall have all the powers and duties necessary for the administration of the Community and may do all such acts and things as are not by the Declaration, Articles of Incorporation, or these By-Laws directed to be done and exercised exclusively by the Members. In exercising its powers and duties, the Board of Directors shall take as its standard the maintenance of the general character of the Community as a first-class residential community in the quality of its maintenance, use, and occupancy. Such powers and duties of the Board of Directors shall be exercised in accordance with and subject to all provisions of the Declaration, the Georgia NonProfit Corporation Code, and these By-Laws, and shall include, by way of example and not limitation, the powers and duties to:

(a) Operate, care for, maintain, repair, and replace the Common Areas and employ personnel necessary or desirable theretor.

(b) Determine common expenses of the Association.

(c) Levy and collect assessments from the Owners.

(d) To enter into agreements with third parties to provide services to all lots within the Community, such as a trash collection company, or other service provider, in order to facilitate efficient operation of the Development. The terms, including compensation and duties and services to be performed, of said agreements, shall be as determined by the Board of Directors to be in the best interest of the Association and shall be subject in all respects to the By-Laws and the Declaration, provided, however, that said agreements entered into by the Association shall provide that such agreements may be terminated, at any time, with or without notice, by the Association, without penalty, upon thirty (30) days' written notice. The term of any such agreements shall not

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exceed one (1) year; provided, however, that the term of any such agreements may be renewable by mutual agreement of the parties for successive one (1) year periods.

Adopt, modify, and repeal such reasonable Rules and Regulations as it deems necessary and appropriate for the governance of the Community including, but not limited to, the use of the Common Area and the personal conduct of the Members and their guests thereon, or the administration of the affairs of the Association and to impose sanctions for violations thereof, including, but not limited to, monetary fines in such amounts as the Board, in its sole discretion, determines to be reasonable under the circumstances.

(f) Open bank accounts on behalf of the Association and designate the signatories required theretor.

Manage, control, lease as lessor, and otherwise deal with the Common Areas, including the right to grant permits, licenses and easements over, under and across the Common Areas for utilities, road and other purposes reasonably necessary or useful for the proper operation or maintenance of the Community.

(h) Purchase, lease, or otherwise acquire Lots offered for sale or lease or surrendered by. Owners to the Association.

(1) Own, sell, lease, encumber, and otherwise deal in, Lots owned by the Association.

Obtain and maintain insurance for the Community pursuant to the provisions of these By-Laws and the Declaration.

(k) Make additions, improvements, and alterations to the Common Areas, and make repairs to and restoration of the Community after damage or destruction by fire or other casualty, or as a result of condemnation.

(I) Enforce by any legal or equitable remedies available all obligations of the Owners or any of them to the Association. Such enforcement power shall include, without limitation, the power to levy, as assessments, fines against Owners, as provided in these By-Laws and the Declaration.

(m) Appoint auditors and accountants for the Association and make and file tax returns for and on behalf of the Association.

To enter into management agreements with third parties, such as a Managing Agent, in order to facilitate efficient operation of the development. It shall be the primary purpose of such management agreement or agreements to provide for the administration of the development, the maintenance, repair, replacement and operation of the Common Areas, and the receipt and disbursement of funds as may be authorized by the Board of Directors. The terms, including compensation and duties and services to be performed, of said management agreement, shall be as determined by the Board of Directors to be in the best interest of the Association and shall be

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subject in all respects to the By-Laws and the Declaration, provided, however, that any management agreement entered into by the Association shall provide that such agreement may be terminated, at any time, with or without notice, by the Association, without penalty, upon thirty (30) days' written notice. The term of any such management agreement shall not exceed one (1) year; provided, however, that the term of any such management agreement may be renewable by mutual agreement of the parties for successive one (1) year periods.

Conduct litigation as to any cause of action involving the Common Areas or arising out of the enforcement of the provisions of the Declaration or these By-Laws.

Make contracts in connection with the exercise of any of the powers and duties of the Board of Directors. The Board of Directors may authorize any officer or officers, agent or agents, of the Association, in addition to the officers or agents so authorized by the Declaration and these By-Laws, to enter into any contract or execute and deliver any instrument in the name, or on behalf of, the Association, and such authority may be general or confined to a specific instances.

(q) To borrow money for the purpose of repair or restoration of common areas and facilities without the approval of the Members of the Association; provided, however, the Board shall obtain Membership approval if the total amount of such borrowing exceeds or would exceed ten thousand dollars ($10,000.00) outstanding debt.

Take all other actions the Board of Directors deems necessary or proper for the sound management of the Community and fulfillment of the terms and provisions of the Declaration and these By-Laws.

In the case of those powers and duties specified in the foregoing clauses (g), (h), (i), and (m), the Board of Directors need exercise the same only to the extent, if any, it deems necessary or desirable or is required to do so by the vote of the Owners. The Board of Directors shall not be obligated to take any action or perform any duty imposed upon it requiring an expenditure of funds unless in its opinion it shall have funds of the Association sufficient therefor.

In addition to the duties imposed by these By-Laws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to perform and be responsible for any and all functions necessary or proper for the administration and operation of the Community, unless otherwise particularly and specifically given to the Membership.

D. Committees.

Section 16. Committees. The Board of Directors shall have the power and authority to create and establish committees as it deems desirable. Any such committee shall advise the Board of Directors of matters pertaining to the purpose for which any such committee shall have been created and shall have and exercise such powers as may be provided by resolution of the Board of Directors. Each such committee shall be comprised of one (1) or more Owners and may, but need not, include one or more members of the Board of Directors. The members, including the chairman,

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of any such committee, shall be appointed by and shall serve at the pleasure of the Board of Directors. A majority of the members of any such committee shall constitute a quorum.

Article V.

Officers

Section 1. Designation. The principal officers of the Association shall be the President, the Vice President, the Secretary, and the Treasurer, all of whom shall be elected by and from the Board of Directors. The Board of Directors may appoint an Assistant Treasurer, an Assistant Secretary, and such other subordinate officers as in its judgment may be necessary and such officers shall hold their offices for such terms and shall exercise such powers and perform such duties as directed from time to time by the Board of Directors. Such subordinate officers shall not be required to be members of the Board of Directors, but shall be Owners of Lots or spouses of such Owners. Except for the offices of Secretary and Treasurer, which may be held by the same person, no person may hold more than one (1) office.

Section 2. Election of Officers.

annually by the Board of Directors at the first meeting (organizational meeting) of the Board following the annual meeting of the Members and shall hold office for one (1) year and until his successor is chosen and has qualified unless he shall resign or shall be removed, or is otherwise disqualified to serve.

Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor may be elected. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the office he replaces.

Section 5. President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of the president of a corporation organized under the Georgia Nonprofit Corporation Code, and shall in general, manage, supervise, and control all of the business and affairs of the Association. Without limiting the foregoing, the President shall have the authority to sign, on behalf of the Association, any contracts, deeds, notes, mortgages, bonds, policies of insurance, checks, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing or execution thereof shall be expressly delegated by the Declaration or these By-Laws or the Board of Directors to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed.

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Section 6. Vice President. The Vice President shall act in the President's absence, or in the event of his death or inability or refusal to act and shall have all powers, duties, and responsibilities provided for the President when so acting. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other Member of the Board of Directors to act in the place of the President on an interim basis. The Vice-President shall also perform such other duties as shall, from time to time, be imposed upon him by the Board of Directors or by the President.

Secretary. The Secretary shall attend, record the votes and keep the minutes of all meetings of the Association and of the Board of Directors and shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all duties incident to the office of the secretary of a corporation organized in accordance with Georgia law. Without limiting the foregoing, the Secretary shall keep the Association's seal and affix it on such papers and documents requiring it; shall keep appropriate current records showing the Members of the Association and their addresses and the addresses of the holder of any mortgage on such Owner's Lot which shall be furnished to the Secretary by such Owner; shall see that all notices are duly given in accordance with the Declaration, these By-Laws, or if required by law; and shall, in general, perform all other duties incident to the office of the Secretary as from time to time may be imposed by the Board of Directors or by the President.

Section 8. Treasurer. The Treasurer shall have the responsibility, together with any management agent, if any, retained by the Association, for the Association's funds and securities and shall be responsible, together with such agent, for keeping full and accurate financial records and books of account showing all receipts and disbursements, for preparing all required financial statements, for preparing and executing all checks payable by the Association and for the deposit of all monies and other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall in general, perform all duties incident to the office of the treasurer of a corporation organized in accordance with Georgia law and such other duties, as from time to time, may be imposed upon him by the Board of Directors or by the President.

Section 9. Compensation. Unless otherwise expressly provided by the majority vote of the Association, no officer shall receive compensation from the Association for acting as such, but shall be entitled to reimbursement from the Association as a common expense for reasonable out-ofpocket disbursements made by him in the performance of his duties. No officer shall be obligated to make any such disbursements.

Section 10. Contracts with Interested Parties. No contract or transaction between the Association and one or more of its officers or directors, or between the Association and any other entity in which one or more of the Association's officers or directors are officers, directors, partners, or trustees, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Association's officer or director is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because his or their votes are counted for such purposes, if (a) the material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the

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vote or votes of the interested director or directors; or (b) the material facts as to his interest and as to the contract or transaction are disclosed or are known to Owners entitled to vote thereon, and the contract or transaction is specifically approved or ratified in good faith by vote of such Owners; or (c) the contract or transaction is fair as to the Association as of the time it is authorized, approved, or ratified by the Board of Directors or the Owners. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction.

Article VI.

Fiscal Matters

Section 1.

provisions of the Declaration. In any year in which there is an excess of assessments over expenditures, the Board of Directors, by resolution and without the necessity of a vote of the Owners, shall determine either to apply such excess or any portion thereof against and reduce the subsequent year's assessments, or to allocate the same to one or more reserve accounts.

Section 2. Fidelity Bonds. The Board of Directors shall require that any manager, contractor or employee of the Association handling or responsible for Association funds shall furnish an adequate fidelity bond or proof of adequate insurance.

Section 3. Financial Statements. Financial statements of the accounts of the Association shall be made annually and a copy of the report shall be furnished to each Member who requests a copy in writing. Upon written request of any First Mortgagee, such holder shall be entitled to receive a copy of the annual financial statement within one hundred twenty (120) days after the end of each fiscal year.

Section 4. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may determine.

Article VII

Use Restrictions and Rule Making

Authority and Enforcement. The Community shall be used only for those uses and purposes set out in the Declaration and herein. In addition, the Board of Directors shall have the authority to make, modify, repeal, and enforce reasonable Rules and Regulations governing the conduct, use, and enjoyment of Lots, provided that copies of all such Rules and Regulations are furnished to all Owners. The Board shall have the power to impose reasonable monetary fines, as provided within the Declaration and these By-Laws, which shall constitute a lien upon the Lot and otherwise be collectible as an assessment and to suspend an Owner's right to vote or to use the Common Areas for violation of any duty imposed under the Declaration, these ByLaws, or any Rules and Regulations duly adopted hereunder.

Section 2. Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through its Board of Directors, may elect to enforce any

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provision of the Declaration, these By-Laws, or the Rules and Regulations by self-help (specifically including, but not limited to, the towing of vehicles without notice that are in violation of the Declaration or the parking Rules and Regulations) or by suit at law or in equity or enjoin any violation or to recover monetary damages or both. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation for which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.

Article VIII.

Miscellaneous

Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications under these By-Laws or the Declaration shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by overnight delivery or U.S. Mail, first class postage pre-paid:

if to an Owner, at the address which the Owner has designated in writing and filed with the Secretary or the Managing Agent or, if no such address has been designated, at the address of the Lot of such Owner; or

All such notices shall be deemed effective upon personal delivery, or, if mailed, on the postmarked date of the notice.

Section 2. Severability. The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity, enforceability, or effect of the balance of these By-Laws.

Section 3. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these By-Laws or the intent of any provision thereof.

Section 4. Gender and Grammar. The use of the masculine gender in these By-Laws shall be deemed to include the feminine gender, and the use of the singular shall be deemed to include the plural whenever the context so requires.

Section 5. Fiscal Year. The fiscal year shall be set by resolution of the Board of Directors. In the absence of a resolution by the Board, the fiscal year shall run from January 1 of each year until December 31 of that year.

Section 6. Conflicts. In the event of conflicts between the Declaration and these ByLaws the Declaration shall control.

Section 7. Amendment. These By-Laws shall be amended in accordance with the procedure set forth in this Section 7. The Board of Directors shall recommend each amendment to

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the members unless the Board elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment. The By-Laws may thereafter be amended by the affirmative vote, written consent, or any combination of affirmative vote and written consent of members holding two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. These By-Laws may also be amended by the Declarant alone to correct any scrivener's error or for the purpose of complying with the requirements of any governmental or quasi-governmental entity authorized to fund, purchase or guarantee security deeds on individual Lots, as such requirements may exist from time to time, to comply with the requirements of any applicable governmental (including federal, state, municipality or other governmental entity) law, statute, rule, regulation or ordinance or to comply with the requirements of any title insurance company. Notwithstanding the above, every amendment to these By-Laws is subject to the prior written approval of Declarant so long as Declarant owns any Lot primarily for the purpose of sale or has an unexpired option to add additional property to the Declaration, whichever is last to occur. Further, until Buildout, Declarant may unilaterally amend these By-Laws for any other purpose; provided, however, any such amendment shall not materially and adversely affect the substantive rights of any Owner hereunder, nor shall it adversely affect title to the Lot of any Owner without the consent of the affected Owner.

Section 8. Offices. The Association shall maintain at all times a registered office in the State of Georgia and a registered agent at said office. Notwithstanding the above, the Association may also have office at such other places both within and without the State of Georgia as the business of the Association may require.

Section 9. Books and Records. All Members of the Association and all holders, insurers or guarantors of First Mortgages shall, upon written request, be entitled to inspect current copies of the Declaration, these By-Laws, the Rules and Regulations of the Association and all books and records of the Association during normal business hours at the office of the Association or other place designated reasonably by the Board of Directors as the depository of such items.

Section 10. Gifts. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or device for the general purposes, or for any special purpose, of the Association.

Section 11. Agreements. Subject to the provisions of the Declaration or these By-Laws, all agreements and determinations lawfully authorized by the Board of Directors of the Association shall be binding upon all Owners, their heirs, legal representatives, successors, assigns, or others having an interest in the Property, and in performing its responsibilities hereunder, the Association, through the Board of Directors, shall have the authority to delegate to such Persons of its choice such duties of the Association as may be determined by the Board of Directors.

Rights of Action. The Association and any aggrieved Owner shall be granted a right of action against Owners for failure to comply with the provisions of the Declaration, these By-Laws, the Rules and Regulations of the Association or equivalent documents, or with decisions of the Association which are made pursuant to authority granted the Association in such documents. LandsouthHomes\Creekside/Detached/Docs/BYLAWS10.21.04

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