Townside Covenants

After recording, return to: " P & A Ventures

2171 Barnett Shoals Road

Wtkinsville, Georgia 30677

DECLARATION OF PROTECTIVE COVENANTS

THIS DECLARATION OF PROTECTIVE COVENANTS, made as of the 10th day of September, 2005 by P & A Ventures, Inc., (hereinafter referred to as "Declarant"), for TownSide (hereinafter referred to as the "Subdivision") pursuant to Final Plat of said subdivision recorded in Plat Book _, Page. _, Records of Oconee County, Georgia (hereinafter referred to as the "Plat"),

WITNESSETH

WHEREAS, Declarant is the owner of the Subdivision, the Subdivision being a subdivision of all of those certain lots, tracts or parcels of land lying and being in the

_ and Districts, of Oconee County, Georgia and being more particularly described on Exhibit "A" attached hereto and incorporated herein by reference; and

WHEREAS, it is to the interest, benefit and advantage of Declarant and each and every person who shall hereafter purchase any lot in the Subdivision (hereinafter collectively referred to in the singular as a "Lot" and in the plural as "Lots") that certain protective covenants governing and regulating the use and occupancy of the Subdivision be established, set forth and declared to be covenants running with the land.

NOW, THEREFORE, for and in consideration of the premises and of the benefits to be derived by Declarant and each and every subsequent owner of any of the Lots, Declarant does hereby set up, establish, promulgate and declare the following protective covenants to apply to all of the Lots and to all persons owning the Lots, or any of them, hereafter. These protective covenants shall be binding on all persons claiming under and through the Declarant for a period of twenty (20) years from and after the date of this instrument, at which time such covenants may be extended as hereinafter provided.

1. Land Use und Building Type. No Lot shall be used except for residential purposes. No building shall be erected, altered, placed or permitted to remain on any Lot other than one detached single-family dwelling unit and one ancillary building in keeping with the general scheme of residential use and being ancillary thereto. Any permitted ancillary building must be located in rear of dwelling and be constructed of the same materials as the dwelling to insure that exterior of ancillary building

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matches the exterior of the dwelling.

2. Architectural Control. No building or ancillary building shall be erected, placed or altered on any Lot until the construction plans and specifications and plans showing location of the structure has been approved by the Architectural Control Committee, as described in Paragraph 18 below, as to quality of workmanship and materials, harmony of external design with existing structures and as to location with respect to topography and finished grade elevation. No fence or walls shall be erected, placed or altered on any Lot nearer to any street than the minimum building set-back line unless similarly approved. Approval shall be obtained as provided in Paragraph 18 below. Once approved no changes shall be made until 85% of the lots have been sold.

3. Dwelling, Cost, Quality and Size. It being the intention and purpose of this covenant to assure that all dwellings shall be of the quality of workmanship and materials, and of a minimum size, the ground floor area of the main structure, exclusive of one-story open porches and garages, shall be not less than Fifteenteen HUNDRED (1500) square feet. All dwellings must be erected in conformity with Oconee County regulations concerning minimum standards. All dwellings must be constructed to meet the minimum efficiency standards of Georgia Power Good Cents Home Certification requirements.

4. Building Location. No building shall be located on any Lot nearer to the front line of the Lot or nearer to the side lines than the minimum building set-back lines shown on the Plat. For the purposes of this covenant, steps and walkways shall not be considered as part of a building, provided, however, that this shall not be construed to permit any portion of a building on a Lot to encroach upon another Lot.

5. Easements. Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the Plat. Drainage flow shall not be obstructed nor diverted from drainage or utility easements as designated above or on the recorded Plat.

6. Nuisances. No noxious or offensive activities shall be carried on or upon any Lot, nor shall anything be done thereon which may be or may become an annoyance or a nuisance to the Subdivision neighborhood. This section shall apply to pets.

7. Temporary Structures. No structure of a temporary character, trailer, mobile home, basement, tent, shack, garage, barn or other outbuilding shall be used on any. Lot at any time as a residence, either temporarily or permanently.

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8. Fences. Only ornamental fencing and walls conforming architecturally to the principal dwelling located on a lot shall be erected or constructed on a lot. Any permitted chain link fence must be constructed of black or-green-vinyl coated chain link. All fencing and the exterior of any wall shall be located no nearer to any street than the rear line of the dwelling. Any permitted fence or enclosure must contain a minimum of four thousand (4,000) square feet. All fencing and walls must be approved by the Architectural Control Committee prior to installation.

9. Clothes Lines ond Tanks. No clotheslines, drying racks or fences used for drying clothes shall be constructed or permitted on any lot. No exposed above ground tanks shall be permitted for the storage of fuel, water or any other use.

10. Signs. No sign of any kind shall be displayed to the public view on any Lot except for one (1) sign of not more than four (4) square feet advertising such Lot for sale or signs used by a builder to advertise the Lot during the construction and sales period or to advertise an established model home.

• 11. Wells, Oil and Mining Operations. No oil drilling, oil development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any Lot, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon any Lot: No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any Lot. No wells shall be established on any lots.

12. Livestock and Poultry. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except that a dog, a cat or another household pet may be kept, provided that they are not kept, bred or maintained for any commercial purposes, and pose no nuisance.

13. Garbage and Refuge Disposal. No Lot shall be used or maintained as a dumping ground for rubbish. Trash, garbage or other waste shall not be kept except in sanitary containers. All containers, incinerators or other equipment for the storage or disposal of such material shall be kept in a clean and sanitary condition.

14. Sewerage Disposal. No individual sewerage-disposal system shall be permitted on any Lot unless such system is designed, located and constructed in accordance with the requirements, standards and recommendations of the Georgia Department of Public Health. Approval of such systems as installed shall be obtained from the appropriate governmental authorities.

15. Sight Distance at Intersections. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between two (2) feet and six (6) feet above

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the roadways shall be placed or permitted to remain on any corner Lot within the triangular area formed by the street property lines and a line connecting them at points fifteen (15) feet from the intersection of the street lines, or in the case of a rounded property corner from the intersection of the street property lines as extended. The same sight-line limitations shall apply on any Lot within ten (10) feet from the intersection of a street property line with the edge of the driveway pavement of such Lot. No tree shall be permitted to remain within such distances of such intersections unless the foliage line is maintained at a sufficient height to prevent obstruction of such sight lines.

16. Common Area Maintenance All common areas and elements (including street lights) shall be maintained by the Declarant, his designee, or the Association once Declarant relinquishes control as provided herein, and all costs for maintenance, repair, improvement, and insurance shall be lien assessable against the Residential Unit/Lot Owners as provided for herein. The 75 foot green space buffer (as depicted on the site plan) is to be preserved for green space purposes. Other than fencing, drainage structures, and utility crossings, no above ground structures of any kind will be allowed. The area may be used for underground septic drainfields if required by the Oconee County Health Department and if re-vegetated after construction.

17. Storm Water Detention Facility and Drainage Easements. In addition to any other common elements associated with Property, all stormwater detention facilities and their related easements shall be common elements to be owned and enjoyed by the Unit Owners. These elements shall be maintained by the Association and all costs for maintenance, repair, improvement, and insurance shall be lien assessable to the same extent as for other common elements as provided for herein.

18. Architectural Control Committee. The Architectural Control Committee shall be composed of the officers of P & A Ventures, INC or the heirs. The majority of the Architectural Control Committee may designate a representative to act for it. In the event of the death or resignation of any member of the Architectural Control Committee, the remaining members shall have full authority to designate a successor. Neither the members of the Architectural Control Committee, nor its designated representative, shall be entitled to any compensation for services performed pursuant to this instrument. The approval or disapproval of the Architectural Control Committee as required by this instrument shall be in writing. In the event the Architectural Control Committee, or its designated representative, fails to approve or disapprove plans and specifications within thirty (30) days after such plans and specifications shall have been submitted to it, then the approval of the Architectural Control Committee shall be deemed to have been given and

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compliance with the related covenants shall be deemed to have been made. For any lot owner, or its agent, to rely. on the provisions of this section for failure of the Committee to respond with the time period designated, any such person or entity seeking approval of plans and specifications must first have made such request in writing and transmitted same to Architectural Control Committee via certified mail, return receipt requested to P & A Ventures

2171 Barnett Shoals Road

Watkinsville GA 30677

or such other address as the Committee may designate.

19. Storm Water Detention Facilities. The storm water detention facilities, and all other common areas and elements, set forth on the plat of the Property shall be conveyed to the Homeowners Association, as herein provided, and shall be maintained by the Association as provided by the laws and regulations of Oconee County and the State of Georgia.

20. Homeowners Association

20.1 The Association.

The Declarant, upon relinquishing control of the common areas and elements, will cause to be formed and incorporated under the laws of the State of Georgia a non-profit Homeowners Association to manage the common areas and elements, storm water detention facilities, and otherwise enforce these covenants.

20.2 Membership.

Every person who is an Owner of a lot shall be a member of the Association; provided, however, that any Person who owns such interest merely as security for the performance of an obligation shall not be a member of the Association.

20.3 Classes of Membership; Voting Rights.

The Association shall have one class of membership.

20.4. Suspension of Membership Rights.

The membership rights of any member, including the right to vote, may be suspended by the Association's Board of Directors pursuant to authority granted the Association as amended from time to time. Any such suspension shall not affect such members' obligations to pay assessments past due or coming due during the period of suspension and shall not affect the permanent charge and lien on the

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members' property in favor of the Association.

20.5. Meetings of.the Membership.

All matters concerning meetings of members of the Association, including the time in which and the manner in which notice of any of said meetings shall be given to members of the quorum and percentage vote required for the transaction of business of any meetings, shall be specified in this Declaration; in the By-Laws of the Association as amended from time to time or by law.

21. Assessments.

21.1. Creation of the Lien or Personal Obligation for Assessments.

Each lot owner, by acceptance of a deed or other conveyance for any lot being a part of the Property, whether or not it shall be so expressed in any deed or other conveyance, shall be deemed to covenant and agreed to pay the Declarant or the Association, as the case may be: (a) Annual assessments and charges and (b) Special assessments; such assessments to be fixed, established and collected from time to time as hereinafter provided. The annual and special assessments, together with such interests thereon on the land, shall be a continuing lien upon the property against which each such assessment is made and shall also be the personal obligation of the person who is the record owner of the property at the time the assessment fell due.

21.2. Purpose of Assessment.

The assessments levied under this Section 21 shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the members and their tenants and, in particular, for the servicing, improvement, insuring and maintaining the common areas and elements and other facilities related thereto devoted to such purposes and related to the use and enjoyment of the Property, and for the maintenance of the landscaped entrance area or areas (the "Entrance Areas") of the Subdivision, including, but not limited to, the payment of taxes and insurance thereon and repair, replacement and additions thereto, and for the cost of labor, equipment, materials, management and supervision thereof. Such portion of the annual assessments levied by the Association under this Section 21 as may be necessary for such purposes shall be devoted to promoting the recreation, health, safety and welfare of the members and establishing and maintaining reserves for the maintenance, repair, replacement and operation of the common areas and elements and other facilities and the entrance area or areas:

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21.3. Basis ofrAnnual Assessments.

The annual assessment allocated and charged to each lot owner shall be set annually by the Declarant or the Board of Directors of the Association, as the case may be..

21.4. Special Assessments.

Upon the affirmative vote of the holders of fifty-one percent (51%) or more of the vote of those then entitled to vote of all classes of membership of the Association, the Association may levy and collect a specific special assessment so authorized for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction or unexpected repair or replacement of a capital improvement upon the common areas and elements, including any necessary fixtures or personal property related thereto; or for the purpose of increasing the annual assessment by an amount in excess of what is authorized by this Section.

21.5. Equolity of Assessment among Residential Units.

No Residential Unit/Lot within the Property shall bear a higher assessment than any other Residential Unit within the Property.

21.6. Date of Commencement of Annual Assessments; Due Dates.

(a) The Declarant, or the Association's Board of Directors as the case may be, shall send written notice of the annual assessment and the amount of such assessment to every member subject thereto at least ten (10) days in advance of each annual assessment. Unless otherwise provided by the Association's Board of Directors, the entire amount of the annual assessment for each Residential Unit shall become due and payable to the Declarant or Association, as the case may be, on the 15th day of January of each year and shall be paid without further notice; provided however that in the event the Declarant or the Board of Directors shall fail to send written notice of the annual assessment to members at least ten (10) days prior to the annual assessment period the payment for the annual assessment shall not be due until ten (10) days after such notice is given; the failure to notify ten (10) days prior to the annual assessment period shall not however reduce the amount of the assessment due and payable.

The annual assessment shall be established on a calendar year basis and shall commence as to each member when he or she becomes a lot owner.

The first annual assessment payable with respect to a Residential Unit shall be

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adjusted according to the number of days remaining in the calendar year following the date of purchase of a Residential Unit/Lot.

(b) The Declarant, or the Association as the case may be, shall, upon demand at any time, furnish to any member liable for any assessment a certificate in writing signed by an officer of the Association setting forth whether said assessment has been paid. A reasonable charge, as determined by the Board of Directors may be made for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid

21.7. Effective Nonpayment of Assessment: the Personal Obligation; the Lien; Remedies of the Association.

(a) If an assessment is not paid on or before the date when due then such assessment shall become delinquent and shall, together with such interest thereon and the cost of the collection thereof if hereinatter, thereupon become a continuing lien on the delinquent owners' property which shall bind such property in the hands of the then owner, his heirs, designees, personal representatives, successors and assigns. In addition to the lien rights, the personal obligation of the then owner to pay such assessments shall remain his personal obligation and shall also pass to his successors in title. Such owners shall nevertheless remain as fully obligated as before to pay to the Association any and all amounts which he was obligated to pay immediately preceding the transfer; and such owner and such successors in title shall be jointly and severally liable with respect thereto, notwithstanding any agreement between such owners and successors in title creating any indemnification of the owner or any relationship of principal and surety as between themselves.

(b) If assessment is not paid within thirty (30) days after the due date, such assessment shall bear interest from the date of the delinquency at the lesser of the highest rate permitted by law or twelve percent (12%) per annum, and the Declarant, or the Association as the case may be, may bring legal action against the owner personally obligated to pay the same or foreclose its lien against such owner's property in which event, interest, costs and attorney's fees equal to fifteen percent (15%) of the principal amount shall be added to the amount of such assessment as may then be due. Each owner by acceptance of a deed or other conveyance of his or her property, invests in the Association or its agents the right and power to bring all actions against him or her personally for the collection of such charges as a debt and to foreclose the aforesaid lien in an appropriate proceeding and lower equity. The lien provided for in this Section shall be in favor of the Declarant, or the Association as the case may be, and shall be for the benefit of all other members. The Declarant, or the Association as the case may be, acting on behalf of the other members shall have

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the power to bid in the owners' property at any foreclosure sale and to acquire, hold, lease, mortgage and convey the same. No member may waive or otherwise escape liability for the assessment provided for herein by nonuse of the common areas and elements and facilities. The Declarant, or the Association as the case may be, shall not waive any liens or rights it may have against any member or such member's Residential Unit/Lot without the approval of holders of fifty-one percent (51%) or more of the vote of those then entitled to vote all classes of membership.

(c) If the assessment is not paid within thirty (30) days after the due date, the Declarant, or the Association as the case may be, may also suspend the membership rights of the delinquent member, including the right to vote, the right of enjoyment in and to the common areas and elements and facilities and the right to receive and enjoy such servicing and other benefits as may then be provided by the Association. Any such suspension shall not affect such members obligation to pay assessments, due during the period of such suspension and shall not effect the permanent charge and lien on such members property in favor of the Association.

21.8. Subordination of Charges and Liens to Mortgages.

(a) The liens and permanent charges of all assessments and charges authorized herein (annual, special or otherwise) with respect to any restrictive property is hereby made subordinate to the lien of any first mortgage placed on such property if, but only if, all assessments and charges with respect to such property authorized herein having a due date on or prior to the date of the mortgage as filed of record have been paid. The liens and permanent charges hereby subordinated are 'only such liens or charges as relate to assessments and charges authorized hereunder having a due date subsequent to the date such mortgage is filed of record and prior the satisfaction, cancellation or foreclosure of such mortgage or the sale or transfer of the mortgage property pursuant to any proceeding in lieu of foreclosure or the sale of transfer of the mortgage property pursuant to a sale under power contained in such mortgage.

(b) Such subordination is merely a subordination and shall not relieve the owner of the mortgaged property of his personal obligation to pay all assessments and charges coming due at any time when he is the owner of such property; shall not relieve such property from the liens and permanent charges provided for herein (except to the extent a subordinated lien or permanent charge is extinguished as a result of such subordination as against a mortgagee or such mortgagee's assignee or transferee by foreclosure or by sale under power); and no sale or transfer of such property to the mortgagee or to any other person pursuant to a decree of foreclosure, or pursuant to any other proceeding in lieu of foreclosure or pursuant to a sale under power, shall relieve any existing or previous owner of such

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property of any personal obligation or relieve such property or the then owner of such property from liability for any assessment or charges authorized hereunder become due after such sale and transfer.

23. Term. The covenants contained in this instrument are to run with the land and shall be binding on all parties and all persons claiming under them for a period of twenty (20) years from and after the date this instrument is recorded, after which time such covenants shall automatically extended for successive periods of twenty (20) years until the recordation of an instrument of termination within two (2) years of the expiration of the initial twenty (20)-year period or any extension thereof, such instrument having been exécuted by a minimum of fity-one percent (51%) of the record owners of the Subdivision.

24. Enforcement. Enforcement of the covenants contained in this instrument shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any covenant, either to restrain violation or to recover damages.

25. Severability. Invalidation of any one of these covenants by judgment or court order shall in no wise affect any of the other provisions of this instrument which shall remain in full force and effect.

27. Common Area. The common area and recreation areas established shall be for the use of the lot owners only and shall be turned over to homeowners association at the time that 85% of all lots are sold by the developer.

IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed under seal, as of the day and year first above written.

By:

Title

Executed in the presence of:

Unofficial Witness

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Attest:

Title:

Notary Public

Commission Expiration Date:

[NOTARIAL SEAL] [AFFIX CORP, SEAL]

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After recording please return to:

Law Offices of M. Barton Rice, Jr.

1091 Founders Blvd. - Ste. A

Athens, GA 30606

(706) 548-4862

STATE OF GEORGIA

COUNTY OF OCONEE

RE: Declaration of Protective Covenants recorded in Deed Book 835, pages 322-332, Oconee County, Georgia, records.

AMENDMENT TO RESTRICTIVE COVENANTS

WHEREAS, P & A Ventures, Inc., as owner and developer, did establish protective Covenants on the property known as Townside as described in that plat of survey recorded in Plat Book 26, pages 106-112, Oconee County, Georgia, and now the undersigned owners desire to amend the Protective Covenants;

NOW the undersigned as owners of the lots in Townside do hereby amend those Protective Covenants as follows:

1.

Paragraph 8. Is amended by changing the second sentence to read as follows:

" Any permitted chain link fence must be constructed of black vinyl coated chain link fencing."

2.

Paragraph 28 is added as follows:

" The lake is to be used only by lot owners whose property abuts on the lake and their guests while accompanied by the lot owner. The lake frontage of the lots which abut the lake is private property and shall not be used by other abutting lot owners. No gasoline or electric motors are

lake when not in use. Docks are allowed with an area not to exceed 256 square feet plus a walkway. Swimming is not allowed *

This the day of July, 2006.

Signed, sealed, and delivered in

the presence of:

P & A Ventures, Inc.

Witness

By:_

, President

Notary Public

Townside, LLC

Witness

BY_

Notary Public

Witness

BY-LAWS OF THE

TOWNSIDE HOMEOWNERS ASSOCIATION, INC.

The Terms and conditions of this instrument shall be amplified and complemented by the Declaration of Covenants and Restrictions for TOWNSIDE Subdivision located in Bishop, Oconee County, Georgia, ("TOWNSIDE "), said Declaration having been originally filed in the Office of the Clerk of the Superior Court of Oconee County, Georgia at Deed Book 835 Pages 322-332 and, (hereafter collectively the "DECLARATION"'), reference to which are hereby made for a more accurate description of the property subject to the terms and conditions of this instrument.

ARTICLE 1

MEMBERS

1.1 Members

The "Members" of the TOWNSIDE HOMEOWNERS ASSOCIATION, INC., (the "Association') shall be those persons who are defined as Members in accordance with Section 20.2 of the Declaration of Protective Covenants (hereinafter referred to as the "Declaration"), executed by P&A Ventures, Inc., a Georgia corporation, as Declarant therein (hereinafter referred to as the

"Declarant"), for the community to be known as "Townside Subdivision" in Oconee County, Georgia (hereinafter referred to as the "Subdivision"), which Declaration was filed for record in the Office of the Clerk of the Superior Court of Oconee County, Georgia, at Deed Book 835 Page 322-332 as such Declaration may be amended from time to time.

1.2 Powers of Members

Members in good standing shall have the power to vote in any election for Board of Directors and in all other matters referred by the Board of Directors to the membership.

1.3 Good Standing of Members

A member is in good standing if the lot over which they have an ownership interest is current on all HOA assessments.

1.4 Definition: "All Members"

If a lot is owned by more than one member then the term "all members" shall be understood to mean "at least one member per lot' in the context of a particular lot with respect to notifications by the HOA to such members. It is the responsibility of any single member/owner notified to make all other owner/members of the same lot aware of any such notices. Lack of individual notice to each member of a multi-owner lot by the HOA shall not constitute cause for claims of deprivation of due process.

ARTICLE 2

MEETINGS OF MEMBERS

2.1 Annual Meeting Date

The regular annual meeting of the Members shall be held at such place within Oconee County as shall be designated in the call of the meeting, and at such time as shall be designated in the call of the meeting, provided that such meeting in any case shall occur no later than on or before the 15th day of the 3rd month following the close of each fiscal year of the Association, if not a legal holiday, and if a legal holiday, then on the next business day succeeding. The Members shall at such annual meeting elect a Board of Directors for the ensuing year, in the manner provided in Article 3.00 hereof, and shall have authority to transact any and all business that was previously outlined on the agenda for said meeting.

2.2 Special Meetings

Special meetings of the members may be called at any time by the President and must be called by the President when so requested in writing by any two Directors or by the members having twenty-five (25%) percent or more of the total vote of the Association. Upon failure of the President to execute the obligation of calling a meeting when so required here then the Vice-President may do so and failing that then any Director.

2.3 Notice

Notice of annual or special meetings of the members shall be given to each property owner at least thirty (30) days in advance of any

v. March 31, 2016

annual or regularly scheduled meeting, and at least ten (10) days in advance of any other meeting, stating the time, place and purpose of such meeting. Such notice shall be delivered personally or sent by United States mail, postage pre-paid, to all members of record at such address or addresses as any of them may have designated, or, if no other address has been so designated, at the address of their respective properties.

2.4 Quorum

A quorum shall be deemed present throughout any meeting of the members until adjourned if members, in person or by proxy, entitled to cast more than one-fifth (1/5th) or greater of the votes of the Association are present throughout such meeting.

2.5 Vote of Members

On all matters upon which the members are entitled to vote, each property owner shall be entitled to cast one vote per lot owned. When more than one person holds an interest in any lot, the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot. If a lot is owned by multiple Members and only one of those Members is present at a meeting of the Members, that Member shall be entitled to cast the vote for such lot; however, if more than one of those Members is present, such vote shall be cast only in accordance with their unanimous agreement, and such agreement shall be conclusively presumed if any one of them purports to cast the vote of such lot without protest being made forthwith by any of the others present at such meeting to the person presiding over the meeting. If such Members are unable to reach unanimous agreement as to how the vote for such lot shall be cast, no vote may be cast by such Members. Any action of the Association shall be deemed valid upon the majority vote of the members present in person or by proxy at any annual or special meeting of the Association at which a quorum is present, unless the Articles of Incorporation or Declaration of Restrictions and Covenants provide for an affirmative vote greater than a majority. The vote of the owners or a lot owned by a corporation or other legal entity shall be cast by the person named in a certificate signed by the agent of such corporation or entity, or by a general partner of a partnership, as the case may be, and filed with the Secretary of the Association. Such certificate shall be valid until revoked by a subsequent certificate. If such a certificate is not on file, the vote of such property shall not be considered in determining the requirement for a quorum nor for any other purpose.

2.6 Voting Methods

Vote tallies may be obtained by any of the following methods (in order of precision and accuracy): voice, raise of hand, ad hoc ballot, printed ballot. Generally speaking a quicker less precise method may be used where the vote difference far exceeds any potential error. Where the vote difference is 10% or less of all votes cast any of the more precise methods must be employed if there is a motion and second of any two members in good standing who do not share ownership of any particular lot.

2.7 Proxies

The vote of any Member may (and shall, in the case of any Member not a natural person or persons) be cast pursuant to the proxy or proxies duly executed by or on behalf of the Member, or in cases where the Member consists of more than one person, by or on behalf of all such persons. All proxies shall be filed with the Secretary. No such proxy shall be revocable except by written notice delivered to the Association by the Member or by any of such persons executing the proxy. Any proxy shall be void if it is not dated or if it purports to be revocable without notice as aforesaid. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy shall be automatically revoked by the transfer of title to the "Lot" (as defined in the Declaration) to which it relates. The officers of the Association may from time to time adopt a proxy form and reasonable procedures for proxy filing with the Association, subject to the approval of the Membership.

2.8 Presiding Officer

The presiding officer at all meetings of the members shall be the President, in whose absence the Vice President shall preside. If neither of such officers is present, the Board shall appoint a chairman to preside at the particular meeting.

2.9 Adjournments

Any meeting of the members, whether or not a quorum is present, may be adjourned by the holders of a majority of the votes represented at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting, if the time and place of the reconvened meeting are announced at the meeting that was adjourned. Any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transacted at the meeting that was adjourned.

2.10 Action in Lieu of Meeting

Any action to be taken at a meeting of the members, or any action that may be taken at a meeting of the members, may be taken without a meeting if notice of the action to be voted on is provided to all members (wherein receipt of such notice is documented) and consent in writing setting forth the action so taken shall be signed by members entitled to vote who represent at least one half of the lots plus one and any further requirements of law pertaining to such consents have been complied with. To be clear, if actions are sought to be undertaken without a meeting then at least 50% + 1 consent must be obtained from all members in good standing (§1.3) according to the rules governing such votes of members (§2.5).

v. March 31, 2016

ARTICLE 3

DIRECTORS

3.1 Number and Qualifications of Directors

The business and affairs of the Association shall be managed by a Board of Directors of no fewer than 3 and no more than 7, who need not necessarily be members of the Association. In no event shall the number of Directors be an even number. Directors shall be natural persons who have attained the age of eighteen (18) years. Directors may be nominated by a Nominating committee established by the President of the Association, or may be nominated from the floor in a duly called meeting of the Members.

3.2 Election and Term of Office of Directors

The members of the Board of Directors shall be elected by the majority vote of all Members in attendance at a duly-called meeting of Members at which such election takes place and at which a quorum is present. Each Director shall hold office for the term to which he is elected or appointed and until his successor shall have been elected or appointed and qualified or until his earlier resignation, removal from office or death. The term of each Director shall be not less than 1 year and not more than 3 years. Directors' Terms may be staggered wherever possible so as to foster continuity and a transfer of knowledge between incoming and outgoing board members, and the first set of Directors elected pursuant to this paragraph may have terms of 1, 2 or 3 years to effectuate this process.

3.3 Vacancies

The Directors may fill the place of any Director which may become vacant prior to the expiration of his term, and such appointment by the Directors is to continue until the expiration of the term of the Director whose place has become vacant.

3.4 Resignation

Directors may resign their position upon 60 days written notice to the Board of Directors. If such a Director is also an Officer then a meeting of the Board of Directors shall be called in order to vote on a replacement for such an Officer position.

3.5 Meetings

The Directors shall meet annually without notice, following the annual meeting of the members. Board meetings of the Directors may be called at any time by the President or by any two Directors, on two days' notice of each Director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof. Wherever it may be practical the Secretary shall give notice of a meeting of the Directors electronically to any members who have provided to the Secretary a means of contact by electronic communication for this purpose. Such notice is intended to afford membership so interested the opportunity to observe (only) such meetings in order to foster an environment of transparency. For those meetings where it is not practical to give notice (due to expediency considerations or all electronic meetings) the Secretary (or his/her proxy) shall provide to any member, upon request, a copy of the minutes from such meeting. The minutes of any meeting of the Directors shall be made available to any member, upon request.

3.6 Action in Lieu of Meeting

Any action to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent is writing, setting forth the actions so taken, shall be signed by all of the Directors and any further requirements of law pertaining to such consents have been complied with.

3.7 Compensation

Officers and directors shall serve without compensation, but they shall be entitled to reimbursement for reasonable expenses incurred in the performance of their duties.

3.8 Quorum

A quorum at any meeting of the Board of Directors shall consist of a majority of the members of the Board. Unless otherwise provided in the Articles of Incorporation of the Association, these By-Laws or the Declaration, a majority of those present at any meeting at which a quorum is present may decide any questions which may come before any meeting.

3.9 Removal of Directors

Any Director may be removed, with or without cause, by a majority of the votes entitled to be cast by those Members who appear in

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person or are represented by proxy and voting at a special meeting of the Members at which a quorum is present.

3.10 General Powers

Except as provided otherwise in the Georgia Nonprofit Corporation Code, the Articles of Incorporation or Declaration of Restrictions and Covenants, or these Bylaws, the powers inherent in or expressly granted to the Association may be exercised by the Board of Directors, acting through the officers, without any further consent or action on the part of the members. The Board of Directors shall have the authority to adopt from time to time reasonable rules and regulations governing the use of the submitted property by the members. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting.

The Board of Directors shall also be authorized to enter into such agreements for professional management of the Association as the Board shall deem to be in the best interest of the Association; provided, however, that all such agreements must provide for termination on ninety (90) days' written notice and a maximum contract term of three (3) years.

3.11 Specific Powers

The Board of Directors shall have power to :

(a) Adopt and publish rules and regulations governing the use of common areas and facilities, the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

(b) Suspend the voting rights and right to use of any common areas or recreational facilities of a Member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and a hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations; (c) Exercise for the Association all powers, duties, and authority vested in or delegated to the Association and not reserved to the Membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration of Restrictive covenants; (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e) Employ a manager, an independent contractor, or such other employees as they deem necessary and to prescribe their duties.

Its shall be the duty of the Board of Directors to:

(a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members of the Association who are entitled to vote;

(b) Supervise all officers, agents and employees of the Association, and to see that their duties are property performed;

(c) As more fully provided in the Declaration, to:

1) Fix the amount of the annual assessment against each Lot at least (30) days in advance of each annual assessment period;

2) Send written notice of each assessment to every Owner subject thereto at least 30 days in advance of each annual assessment period, and

3) Foreclose the lien against any lot for which assessments are not paid to bring an action at law against the Owner personally obligated to pay the same, said action to occur within such time as is reasonably prudent or required by law, but in any event no earlier than thirty 30 days after the due date of the Assessment.

(d) Issue or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has ben paid, such certificate shall be conclusive evidence of such payment;

(e) Procure and maintain adequate liability and hazard insurance on property owned by the Association.

(1) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate

(g) Cause any common areas to be maintained.

(h) Cause the Association to obtain insurance that will protect the Association, its Directors, and Officers from liability claims arising out of the good faith actions of the Association, its Directors, and Officers in carrying out their duties

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ARTICLE 4

OFFICERS

The officers of the Association shall be appointed by the Board of Directors during the annual meeting of the Board of Directors. The officers shall consist of a President, Vice President, Secretary and a Treasurer and such additional Officers, if any, as the Board of Directors may see fit to appoint at any time or from time to time. Each Officer shall serve at the pleasure of the Board of Directors at any time, with or without cause. The same person may hold the office of Secretary and Treasurer. All signatures of the Association followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Association. The seal shall be in the custody of the Secretary and affixed by him on all appropriate papers. The term of each officer position shall be 1 year.

4.2 President

The President shall be the chief executive officer of the Association and shall have general and active management of the operation of the Association. He shall be responsible for the administration of the Association. He shall be responsible for the administration of the Association, general and active management of the financial affairs of the Association, and shall execute bonds, mortgages or other contracts in the name and on behalf of the Association.

4.3. Vice-President

The Vice President shall perform such duties and have such other power as may from time to time be delegated to him by the President or Board of Directors.

4.4 Secretary

The Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and the Directors. He or she shall have charge of the minute books, records, contracts, corporate seal, and other documents of the Association. The Secretary may affix the corporate seal to any lawfully executed documents requiring the same, and shall sign such instruments as may require his or her signature.

4.5 Treasurer

The Treasurer shall be charged with the management of the financial affairs of the Association, and shall have custody of all funds and securities belonging to the Association and shall receive, post or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and true accounts of all receipts and disbursements and shall make such reports of the same of the Board of Directors and the President as they may request.

ARTICLE 5

NOTICE TO MORTGAGEES

5.1. Inspection

The books, records, and papers of the Association shall at all times by appointment, during reasonable business hours, be subject to the inspection of any property owner or the mortgagee of any property owner.

ARTICLE 6

SEAL

6.1. The Seal

The seal of the Association shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such seal at any time, the signature of the Association followed by the word "Seal" enclosed in parenthesis or scroll shall be deemed the seal of the Association. The seal shall be in the custody of the Secretary and affixed by him on all appropriate papers.

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ARTICLE 7

FISCAL YEAR

7.1. Fiscal Year

The Board of Directors shall be authorized to fix the fiscal year of the Association and to change the same from time to time, as it shall deem appropriate.

ARTICLE 8

MISCELLANEOUS

8.1. No change in meaning

All of the terms defined in O.C.G.A. §44-3-221 shall be deemed to have the meanings therein specified wherever they appear in these bylaws, unless the context otherwise requires.

An Architectural Control Committee shall be established and shall operate in the manner provided in the Declaration. The Board of Directors may from time to time establish such other committees as it deems advisable, and the members of such other committees shall be appointed by the Board of Directors, and shall serve subject to the will of the Board of Directors. The Board of Directors shall have the right to appoint and to remove members of the Architectural Control Committee at any time with or without cause. Any members of any other such committee may be removed from office at any time by the Board of Directors, with or without cause.

8.3 Indemnification

In accordance with Section 14-3-110 of the Georgia Non-Profit Corporation Code, and to the full extent allowed in Section 14-2-851 of the Georgia Business Corporation Code, and in accordance with the provisions contained therein, 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 contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was serving as a director or officer of the Association against any and all expenses, including attorneys' 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 (as provided in Section 14-3-110 of the Georgia Business Corporation Code) in a specific case upon a determination that indemnification of the Person is proper under the circumstances. The right to indemnification conferred by this Section shall not restrict the power of the Association to make any indemnification permitted by law

These bylaws may be altered, amended, or repealed, in whole or in part, from time to time by an affirmative vote of a majority of the members present at any duly called meeting of the Association at which a quorum is present. All proposed bylaws, amendments, alterations, or repeals shall be submitted to the Board of Directors for preliminary review, and upon affirmative vote of the Board, shall be added to the meeting agenda of the next duly scheduled homeowners meeting. Upon addition to the agenda, the board shall publish to the member by distribution or other publicly available communication a copy of the proposed amendments. The foregoing notwithstanding, no meeting whose purpose includes the amendment, addition, repeal or other alteration of the existing bylaws shall take place any sooner than 30 days after such proposed changes have been published. In the event the Board declines to approve proposed bylaws, amendments, alterations, or repeals, the Members may, by a petition executed by members entitled to vote who represent one half of the lots, add the proposal to the meeting agenda of the next duly scheduled homeowners meeting.

8.5 Proviso

No amendment may be adopted which would eliminate, modify, prejudice, abridge or otherwise adversely affect any rights, benefits, privileges or priorities granted or reserved to any Mortgagee without the prior written consent of the Mortgagee. No amendment that is in conflict with the Article of Incorporation or the Declaration shall be adopted.

8.6 The Declaration

All provisions contained in the Declaration with regard to the rights, powers and duties of the Association, the Members, the Board of Directors and the Declarant are hereby incorporated into these By-Laws by this reference, with the same effect as if such provisions

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were fully set forth herein.

More specifically:

8.6.1 Every person who is an owner of a lot shall automatically be a member of the Association under Section 20.2 of the

Declarations.

8.6.2 Responsibility for maintenance shall be as provided under Section 20.1 and 21.2.

8.6.3 Sharing of the costs of maintenance, insurance and taxes is provided under the Homeowner Association's right to levy annual and special assessment as provided in Section 21.1 and 21.4 of the Declarations.

8.6.4 Authority to place liens on the real property is provided in Section 21.7-21.8 of the Declarations.

8.6.5 The Association may not participate or intervene in any political campaign, and upon its dissolution all assets must be distributed to that entity that replaces it or to a qualified charitable organization as so described in Article 9 of the Articles of Incorporation.

8.7 Interpretation

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

SO APPROVED AND ADOPTED by resolution of the Members of Townside Homeowners Association on May 7 → 2016.

TOWNSIDE HOMEOWNERS ASSOCIATION, INC.

BY:

ATTEST: Ju BensOn (Seal) President

Corporate Secretary

{SEAL}

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