Shoal Creek Farms Covenants

Covenants INTRODUCTORY NOTE: This version of the Shoal Creek Farm Covenants was produced by scanning and correcting a photocopy of the covenants on file in the Office of the Clerk of the Superior Court of Clarke County. The goal was to produce a copy having exact verbal fidelity to the original. Spelling corrections are shown in [ ] after the original, and two commas were inserted in [,] to make the meanings of two phrases more clear (See Article V (G)). A few other editorial suggestions are shown in [ ] following the portion of the original Declaration that appears ambiguous or incorrect. In one or two places, a “space” was inserted after a comma and before the following word, and those changes were not marked. Otherwise, to the best of the Board’s knowledge, the scanned version faithfully reproduces the original. In any dispute concerning the covenants, the Declaration on file at the Superior Court, Clarke County shall be the controlling version.

The pagination of the original Declaration is indicated in this scanned version by inserting [Book #/Page #] in the text where the indicated page begins. This scanned version was last corrected on March 31, 2005] [Book 757/Page 157] DECLARATION OF COVENANTS AND RESTRICTIONS SHOAL CREEK FARMS This declaration made this first day of September, l986, by Ronald M.

North, dba SHOAL CREEK FARMS and by NORTH DEVELOPMENT COMPANY, a partnership, their successors, successor organizations and assigns, hereinafter referred to as “DECLARANTS,” is intended in all of its declarations to protect existing and future owners of property in SHOAL CREEK FARMS from activities and behavior detrimental to community values, to enhance expectations and to insure a reasonable process for establishing a community of residents mutually protected to maintain the desireability [desirability] of the property.

RECITALS

A. Declarants are the owners and developers of the real property and improvements thereon known as SHOAL CREEK FARMS and consisting of 315 acres of land fronting on Morton Road on the east

and Shoal Creek on the west as described on the respective plats for this property (Attachment A).

B. Declarants desire to subject the real property described in Attachment A and improvements constructed or to be constructed thereon to th [the] provisions of this declaration. All real property and improvements thereto and thereon are subject to these declarations and shall be held, improved, sold, transferred, conveyed, used, occupied, taxed, mortgaged or otherwise encumbered subject to these covenants and restrictions which shall run with the title to the real property and shall be binding on all persons having any right, title or interest in all or any part of the real property subject hereto as well as their respective heirs, assigns, representatives or successors with the benefits therefrom inuring to each and every owner of all or any portion thereof.

DEFINITIONS

A. “Architectural Review Committee” (hereinafter the ARC) shall mean and refer to the Board of Directors of SHOAL CREEK FARMS HOMEOWNER’S ASSOCIATION, Inc. which shall initially be comprised of the declarants and such other individuals or entities as declarants may appoint and upon conversion or completion of development, those persons selected annually by the owners in compliance with the provisions of these declarations and the bylaws of the Association.

B. “Association” shall mean and refer to the SHOAL CREEK FARMS HOMEOWNER’S ASSOCIATION, INC., a nonprofit Georgia corporation, its successors and assigns.[Book 757/Page 158]

C. “Community” shall mean and refer to that real property described in Exhibit A attached hereto and any additional real or personal property that may by attachment thereto or by amendment be subject to this declaration.

D. “Declarants “ shall mean and refer to Ronald M. North, North Development Co. and Shoal Creek Farms, Inc., the parties executing this declaration, as well as any or all successors in title to any or all of the said parties to any portion or all or the property subject to this declaration. Further, should any or all of the property subject to this declaration be now or become subject to a mortgage given by declarants as security for the repayment of a loan, then all of the

rights, privileges, options and/or responsibilities herein reserved to “declarants” shall inure to the benefit of the holder of such mortgage upon its becoming the owner of all or a part of the property subject to these declarations.

E. “Owner” or “homeowner” shall mean and refer to the owner(s) of record, (whether one or more natural persons, a corporation, joint venture, partnership of any kind, association, trust or other legal entity), of the fee simple title to any unit within the community.

F. “Unit” shall mean and refer to any plot of land located within the community that constitutes a dwel1ing site designated on any plat of survey by declarants and recorded in the office of the Clerk of the Superior Court of Clarke County.

G. “Community property” shall mean and refer to any designated community use area such as trails, pastures, lakes, recreational areas, amenity areas or others intended for the use of declarants, owners and guests of owners and declarants. The use of and/or the right to use all community properties (real and personal) may be subject to appropriate admission, user and membership fees and assessments in any combination for their upkeep, maintenance, services, taxes and other costs of such reservations for the benefit of all owners and guests.

H. “Improvement” shall mean and include any change or modification of the appearance or structure of a unit from the state existing on the date of conveyance of a unit from the declarants to a unit owner.

Article I PROPERTY SUBJECT TO THIS DECLARATION The real property described in Exhibit A, by the recording of this declaration, is subject to the covenants and restrictions hereinafter set forth sequentially as each phase of the development of SHOAL CREEK FARMS is approved by appropriate authorities of Clarke County and opened for development by declarants. Tracts not approved for development will not be subject hereto.[Book 757/Page 159] Article II PLAN OF DEVELOPMENT Declarants hereby reserve the option to be exercised in their sole discretion to submit fromm [from] time to time additional properties or

phases of this property to the provisions of this declaration and thereby cause such property to become a part of the community. At this time declarants intend to construct a maximum of one hundred ninety-five (195) owner units in a manner consistent with the topographical, aesthetic, architectural and zoning conditions, together with roads, utility systems, trails, amenity areas and other improvements serving such units. However, declarants reserve the right to construct fewer or more units on the 315 acre property provided that declarants are in compliance with applicable zoning provisions of Clarke County. Phases of subject property may be subjected to these declarations at different times, there being no limits fixing the boundaries of these phases or regulating the order, sequence or location in which such phases may be added to the community.

As each phase of the property or any portion thereof is added to the community, the designs, improvements, easements thereon shall be compatible with such designs, improvements, easements and covenants required and constructed in previous phases (now phases one and two) with respect to quality, materials, style, ambience and value. Declarants shall construct on the property at selected locations such recreational and convenience facilities as declarants deem advisable for the common use and enjoyment of the owners, their families, guests and invitees. Such amenities shall consist of a common area to include a clubhouse, tennis courts, horse stable, riding areas, walking areas and associated recreational facilities in a number, size and location to meet community needs.

Every purchaser, mortgagee, lienholder [lien holder] or party acquiring or holding an interest to any unit herein shall take title or hold such security interest with notice of declarant’s plan of development as setforth [set forth] herein and full acceptance of all covenants, restrictions, plans and schedules promulgated by declarants.

Article III ARCHITECTURAL REVIEW COMMITTEE

A. PURPOSE, POWERS and DUTIES. The purpose of the ARC is:

(a) to administer and enforce the covenants and restrictions set forth in this declaration;

(b) to set, collect and disburse any fees and charges in connection with the enforcement or administration of this declaration and

(c) to assure the installation, construction or alteration of any structure on any [Book 757/Page 160] unit is submitted to the

Committee for prior approval as to its conformity and harmony of design and quality with the existing standards of the community and as to the location of structures with respect to topography, elevation, drainage, easements/setbacks and surrounding structures.

B. SELECTION. From the execution date of this declaration until such time as the declarants’ rights pursuant to Article II expire, all units have been fully developed, permanently improved and sold to permanent residents, the ARC shall consist of the declarants or their designees. Upon the sale by declarants of the last unit and the completion of a permanent residence thereon, the declarants shall cease functioning as the ARC. However, the declarants may, at any time prior thereto, resign from the ARC, turning its functions over to the Board of Directors of the Shoal Creek Homeowners Association.

C. MEETINGS. The Committee shall hold such meetings as required for timely conduct of business or as allowed for the Board of Directors in the Bylaws of the Association.

D. ACTIONS of MEMBERS and APPLICANTS. Any member of the ARC may be authorized by the Committee or by the Board of Directors to exercise full authority of the Committee. The action of such authorized member, with respect to the decisions authorized, shall be final and binding on the Committee and upon any applicant for an approval, permit or authorization. However, such decision will be subject to review and modification by the full Committee on its own motion or on appeal by the applicant. Written notice of decisions of such authorized member shall be given to the applicant for an approval within five (5) business days of its submission. The applicant may, within ten (10) business days, after receipt of notice of any decision, file a written request to have the matter in question reviewed by the Committee. Upon the filing of any such request, the ARC shall provide its review promptly, but in no case later than thirty

(30) days after the filing of an appeal. The decision of the majority of the Committee Members (or of the Board of Directors) shall be final and binding on all parties.

ARTICLE IV

BUILDING REQUIREMENTS

The following property rights and architectural restrictions shall apply to the property initially subject to this declaration as well as to any later phases of development of this or additional property.

A. SUBDIVISION of UNIT. No unit shall be subdivided or its boundary 1ines changed except with the written approval of the ARC. However, declarants expressly reserve the right to replat any unit or units in order to create more acceptable residential units or amenities until such time as the last unit is sold. All of the covenants and restrictions set forth herein shall apply to each such modification. Any such replat or [Book 757/Page 161] boundary change shall be in conformance with and/or acceptable to Clarke County subdivision and zoning regulations.

B. APPROVAL of PLANS. No building, fence, wall, road, driveway, parking area, tennis court, swimming pool, barn, shed or structure or improvement or alteration of any kind shall be erected, placed, altered, added to, modified or reconstructed on any unit until the plans therefor and for the proposed location thereof upon the unit shall have been approved in writing by the ARC. Before taking any action requiring approval under this Article, a unit owner shall submit to the ARC a complete set of final plans and specifications showing:

construction schedule, site plan, landscape layout, floor plans, exterior elevations, exterior materials/colors/finishes and how the modification or structure affects the surrounding environment. No changes or deviations from such approved plans shall be made without written approval from the ARC. Before beginning construction or modification, the contractor’s name must be submitted to the ARC for approval as to experience, ability, cooperation and willingness to build or modify structures consistent with the class and type existing or to be built in the community. The ARC may disapprove plans, siting or specifications on technical and/or aesthetic or any other grounds which it shall deem sufficient. Approval of any one or a series of improvements shall not waive the Committee’s rights to disapprove subsequent improvements to the same unit or simi1ar improvements to different units. However, neither the Committee nor any party to whom such review and approval authority may be assigned, shall be responsible or liable in any way for the performance of any approved improvement or for the performance of any contractor or for for [an extra for in original] any defects in any plans or structures approved under this article.

C. BUILDING LOCATION. In order to improve privacy, views and environments or to provide air and water drainage, trails or other amenities, no specific setbacks or siting rules are promulgated by these covenants other than those required by governmental rules and regulations and those specifically shown on recorded plans and plats,

which shall be observed. The Committee shall provide every reasonable opportunity to each site for a plan appropriate to that site.

D. PROVISION of ADEQUATE PARKING. Each residence must have a garage of sufficient size to house two (2) motor vehicles within the approved building area and such vehicle housing must conform architecturally to the dwelling to which it relates. The Committee may grant waivers only when such variance is needed to preserve the overall design and integrity of the community. If the number of powered or towed vehicles exceeds the enclosed capacity, then the unit owner must provide off-street parking within the approved buildable area in a manner not to detract from the approved design or use off-site parking in an approved area.

E. SPECIFIC BUILDING REQUIREMENTS. The requirements set forth below are in no way to be construed as limiting the exercise of the ARC’s discretion pursuant to Section B and C above. [Book 757/Page 162]

(a) Each residence shall have a minimum of 2,200 square feet of heated living space or a quality and style of construction equal in value to a 2,200 square foot dwelling at prevailing average costs.

Owners may request in writing to the ARC a waiver of this requirement to allow smaller heated living space where the resulting value and appearance of the Unit is likely to preserve the overall appearance and design of the Community.

(b) Each residence and other structures shall be constructed only of materials, styles and colors approved in writing by the Architectural Review Committee.

(c) Driveways, parking areas, pools, amenities and auxiliary structures shall be constructed only of materials and styles approved in writing by the ARC.

(d) The exterior of all residences and other structures must be completed within six (6) months after commencement of construction and the landscaping on such Units must be completed within ninety

(90) days thereafter except, in cases of great hardship to the owner or builder due to strike, fire, national emergency, or natural calamity.

(e) All electrical service, exterior lights, cable television and telephone lines shall be placed underground, and no exterior pole, tower, antenna or other device shall be erected, placed or maintained on any Unit except as may be constructed by the Declarants or approved in writing by the ARC.

(f) Mechanical equipment (other than heating or air conditioning equipment), fuel or water tanks and similar storage receptacles shall

be installed only within the main dwelling, within an accessory building, buried underground, or otherwise located or screened so as to be concealed from view of neighboring Units, streets and property located adjacent to the Community.

(g) No trees, shrubs, bushes or other vegetation having a trunk diameter of six (6) inches or more at a point two (2) feet above ground level may be cut, pruned, mutilated or destroyed without the prior written approval of the ARC; except that dead or diseased trees, shrubs, bushes or other vegetation shall be cut and removed promptly by the Owner thereof after such condition is first brought to the attention of the ARC.

(h) No temporary or accessory building structure shall be placed upon any Unit at any time, except for shelters used by a building contractor during the course of construction.

F. RIGHT OF INSPECTION. The ARC, its agents and representatives, shall have the right during reasonable hours to enter upon and inspect any Unit and improvement thereon for the purpose of ascertaining whether the installation, construction, alteration or maintenance of any improvement or the use of any Unit or improvement is in compliance with the provisions of this Declaration;

and the ARC shall not be deemed to have committed a trespass or other wrongful act solely by reason of such entry or inspection.

G.VIOLATIONS. Any improvement erected, placed, maintained or altered upon any Unit, otherwise than in accordance with the plans and specifications approved by the ARC shall be deemed in [Book 757/Page 163] violation of this Article. If, in the opinion of the ARC such violation shall have occurred, the Committee shall be entitled and empowered to enjoin or remove any such construction, and take any other action permitted in the By-Laws of the Association. Any costs and expenses incurred in enjoining and removing any construction or improvements shall become a lien against the Owner’s Unit in accordance with Article VII, Section 2. Additionally, the ARC shall be entitled to pursue all legal and equitable remedies.

H. FEES. The ARC may impose and collect a reasonable and appropriate fee to cover the cost of inspections performed pursuant to Section 7 hereof. Such fees may be paid out of regular or special assessments established per Article VII hereof.

ARTICLE V

USE RESTRICTIONS

A.RESIDENTIAL USE. All units shall be used for single-family residentia1 purposes exclusively. No business or business activity shall be carried on or upon any unit at any time except with the written approval of the ARC; except that nothing herein shall prevent the Declarants from using any unit for the purpose of carrying on business related to the development and management the Community.

B. SIGNS. No commercial signs, including “for rent” or “for sale” signs or advertising posters of any kind shall be erected, placed or maintained on any unit except as may be required by legal proceedings or as approved by the ARC.

C. MAIL BOXES, PROPERTY IDENTIFICATION MARKERS, AND

DECORATIVE HARDWARE. The ARC shall have the right to approve the location, color, size, design, lettering, and all other particulars of mail and newspaper boxes, as well as property identification markers and decorative hardware.

D. CLOTHESLINES, GARBAGE CANS. WOODPILES. ETC. All clotheslines, garbage cans, woodpiles, etc. shall be located or screened so as to be concealed from view of neighboring units, streets and property located adjacent to the Community. All rubbish, trash and garbage shall be regularly removed from the premises and shall not be allowed to accumulate thereon.

E. PROHIBITED STRUCTURES. No mobile home, boat, recreational vehicle, house trailer, factory or manufacturer assembled homes, modular homes, tent, shack, barn, or other outbuinding [outbuilding] or structure (except accessory buildings. otherwise permitted hereunder) shall be placed on any unit at any time, either temporarily or permanently except for construction purposes during the construction period of residences or as one or more real estate sales offices of Declarant.

F. ANIMALS AND PETS. No animals, horses, livestock or poultry [Book 757/Page 164] of any kind may be raised, bred, kept or permitted on any unit with the exception of dogs, cats or other usual and common household pets in reasonable number, provided that said pets are not kept, bred or maintained for any commercial purpose, are not permitted to roam free, and in the sole discretion of the ARC, do not endanger the health, make objectional

[objectionable] noise or constitute a nuisance or inconvenience to the owners of other units or the owners of any property located adjacent to the Community. Dogs outside a dwelling shall be confined within a pen or a leash. No structure for the care, housing or confinement of any pets shall be maintained so as to be visible from neighboring property. HORSES will be encouraged but must be kept in the designated equestrian areas, pastures, trails and buildings.

G. PARKING. All motor vehicles[,] boats, recreational and travel vehicles shall be parked within a garage[,] in the designated unit parking areas or in the Association storage area. The exterior doors of such garage shall be kept closed at all times, except when entering or 1eaving the garage.

No private or commercial automobile, boat, recreational vehicle motor driven or towed vehicle may be 1eft upon any unit for a period longer than five (5) days in a condition such that it is incapable of being operated upon the public highways. Commercial vehicles will not be parked, stored or temporarily kept within the Community except wholly within private garages or to service existing improvements or construction needs within the Community.

H. NUISANCES. It shall be the responsibility of each unit owner to prevent the development of unclean, unhealthy, unsightly, or unkempt bui1dings or grounds. No noxious, dangerous, unsightly or offensive activity can be carried on at or upon any unit nor shal1 any activity or behavior to cause discomfort, annoyance or embarrasment [embarrassment] to other persons in the community be conducted.

The pursuit of hobbies which might tend to create disorderly, unsightly or unkempt conditions shall not be undertaken in any part of the community.

I. OWNER’S RESPONSIBILITIES. All portions of the unit shall be maintained by the Owner thereof in a manner consistent with the provisions contained herein. In the event that the Declarants determine that any Owner has failed or refused to discharge properly his obligations with regard to the maintenance, repair, or replacement of items for which he is responsible hereunder, the Association may perform the repair, replacement or maintenance and shall, except in the event of an emergency situation, give the Owner written notice of the Association’s intent to provide such necessary maintenance, repair, or replacement, at Owner‘s sole cost and expense, in accordance with procedures set forth in the By-Laws of the association. [Book 757/Page 165]

ARTICLE VI

ASSOCIATION MEMBERSHIP AND VOTING RIGHTS

A. MEMBERSHIP. Every Owner of a unit in the Community shall be a member of the Association. If title to a unit is held by more than one person, each of such persons shall be members. Membership shall be appurtenant to the unit to which it appertains and shall be transferred automatically by conveyance of that unit. Membership in the Association may not be transferred except in connection with the transfer of title to a unit.

B. VOTING. The Association shall have two classes of voting membership.

Class A. Class A members shall be all Owners, with the exception of the Declarants and shall be entitled to one vote for each unit owned. When more than one person holds an interest in any unit, all such persons shall be members. The vote for such unit shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any unit.

Class B. Class B member(s) shall be the Declarants who shall be entitled to five (5) votes for each unit owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

(a) the total number of votes outstanding in the Class A membership equals the total number of votes outstanding in the Class B membership; or

(b) the passage of ten (10) years following the date of the conveyance of the first unit in the Community to an Owner other than Declarants.

Said votes shall be cast under such rules and procedures as may be prescribed in the ByLaws of the Association, as amended from time to time, or by law.

C. MEETINGS. Except as may be herein otherwise provided, all matters concerning meetings of members of the Association, including the time within which and the manner in which notice of any meetings shall be given to said members, and the quorum required for the transaction of business at any of such meetings, shall be as specified in the Articles of Incorporation or By-Laws of the Association, as amended from time to time, and by law.

D. CASTING OF VOTES. Subject to the provisions of this Declaration and the Articles of Incorporation, the votes of the members shall be cast under rules and procedures as may be prescribed in the By- Laws of the Association, as amended from [Book 757/Page 166] time to time, or by law.

E. AMPLIFICATION. The provisions of this Article are to be amplified by the Articles of Incorporation and By-Laws of the Association;

provided, however, that no such amplification shall substantially alter or amend any of the rights or obligations of the Owners or units as set forth herein. In the event of any conflict or inconsistencies among this Declaration, the Articles of Incorporation or the By-Laws of the Association, this Declaration and the Articles of Incorporation (in that order) shall prevail.

ARTICLE VII

ASSESSMENTS

A.PURPOSE OF ASSESSMENTS. The assessments provided for herein shall be used for the purpose of administering and enforcing the covenants and restrictions set forth in this Declaration and promoting the recreation, health, safety, welfare, common benefit and enjoyment of the Owners and occupants of units in the Community to include the upkeep, safety and convenience of Community property.

B. CREATION OF THE LIEN AND PERSONAL OBLIGATION FOR

ASSESSMENTS. Each Owner of any unit, by acceptance of a deed or other conveyance therefor, whether or not it shall be so expressed in any such deed or other conveyance, covenants and agrees to pay to the Association assessments which shall be fixed, established and collected from time to time as herein provided. Such assessments, together with such interest thereon and costs of collection thereof as herein provided, shall be a charge on and a continuing lien upon the unit against which each such assessment is made. Such lien shall be perfected by filing of record in the office of the Clerk of the Superior Court of Clarke County a claim of lien within ninety (90) days after the assessment, or portion thereof, for which a lien is claimed became due. Such a claim of lien shall also secure all assessments, or portions thereof, which come due thereafter until the claim of lien is cancelled of record. Also, each Owner shall be personally liable for the portion of any assessment coming due while he is the Owner of a unit and his grantee shall be jointly and severally liable for such portion

thereof as may be due and payable at the time of a conveyance but without prejudice to the rights of the grantee to recover from the grantor the amounts paid by the grantee therefor. Provided, however, any person who becomes the Owner of a unit as purchaser at a judicial or foreclosure sale conducted with respect to a first mortgage on the unit or pursuant to any proceeding in lieu of the foreclosure of such mortgage shall be liable only for assessments coming due after the date such person so acquires title to the unit. [Book 757/Page 167]

C. ASSESSMENTS. Assessments may be of two types:

(1) an annual assessment for the general upkeep of Community property and (2) special assessments or user fee for specific services provided to using owners. The Class B members shall have the right to establish assessments for so long as Class B memberships shall exist. The Association, by majority vote of the owners which the Class A members present, or represented by written proxy, are entitled to cast at a meeting duly called for such purpose and with the consent of the Class B members for so long as such memberships shall exist, shall have the right to establish annual and/or user fee assessments to carry out the purposes set forth in “A” of Article VI [VII] herein.

D. UNIFORM RATES OF ASSESSMENTS. Except as otherwise provided in “H” of this Article, all assessments must be fixed at a uniform rate for all units or at a uniform rate for each service provided and may be collected monthly or in such other reasonable manner as may be determined by the Boarad [Board] of Directors of the Association. Due notice of assessments and due dates will be provided to Owners in advance.

E. ANNUAL ASSESSMENTS: DUE DATES. The annual assessments, if any, payable to the Association, as provided for in this Article VII, may be established on a calendar year basis and shall commence as to each unit as of the first day of the month next following the month in which any one of the following shall first occur:

(i) the lapse of one (1) year from the date such unit is conveyed by Declarants, or (ii) a residence constructed on the unit is first occupied, whichever occurs first. The first annual assessment payable to the Association shall be adjusted according to the number of months remaining in the calendar year as of the commencement date.

F. SPECIAL ASSESSMENTS (USER FEES). In addition to annual assessments, if any, the Association, through the same voting procedure per “C” of this Article, may levy special assessments or user fees against all units or using units only for the following purposes:

(a) Any of the purposes set forth in “A” of this Article, if no regular annual assessments are in effect;

(b) To provide for the administration and enforcement of the covenants and restrictions set forth in this Declaration, including the payment of attorneys fees, court costs and other costs of litigation;

(c) To resolve an emergency which threatens life or property of the Community; and

(d) Special services provided to using units and Owners for their particular benefit. [Book 757/Page 168]

G. EFFECT OF NON-PAYMENT OF ASSESSMENTS: REMEDIES

OF THE ASSOCIATION. Any assessment, or portion thereof, not paid when due shall be delinquent. If the same is not paid within ten

(10) days after the due date, then a late charge equal to ten (10)

percent of the amount thereof, or $5.00, whichever is greater, shall also be due and payable to the Association. If any assessment or portion thereof is delinquent in accordance with “B” of this Article the Board of Directors of the Association may suspend the voting rights of the unit Owner during the period in which any assessment or portion thereof remains unpaid and may bring an action at law against the unit Owner or Owners personally obligated to pay the same or foreclose its lien against such Owner’s unit. In this event late charges, interest, costs and attorney’s fees in an amount equal to the greater of $250.00 or fifteen (15%) percent of the amount of such assessment or portion thereof which is past due shall become due and payable to the Association. All payments on account shall be applied first to costs of collection, then to late charges, then interest and then to the assessment lien first due. Each unit Owner, by his acceptance of a deed or other conveyance to a unit, vests in the Association the right and power to bring all actions against him personally for the collection of such charges as a debt and to foreclose the aforesaid lien against his unit in the same manner as other liens for the improvement of real property.

H. PRIORITY OF LIEN. The lien of the assessments and fees provided for in this Article and Article IV and V shall be prior and superior to all other liens except only (a) ad valorem taxes and (b) all sums unpaid on a first mortgage on a unit, if any, filed of record in the

office of the Clerk of the Superior Court of the County in which the unit is located.

I. EXEMPT PROPERTY. Notwithstanding the commencement date otherwise established by “E” of this Article, all units made subject to this Declaration shall be exempt from the assessments created herein until conveyed by Declarants to another unit Owner. Provided, however, that all units made subject to this declaration and not so conveyed by Declarant shall be and become subject to such assessments as of the beginning of the calendar yearnext [year next] following the calendar year in which the Class B membership of the Association shall terminate and cease to exist. Thereupon, such assessments shall be imposed at such rates and on such terms and conditions as may then be applicable to all units conveyed by the Declarants prior thereto.

J. NOTICE TO ASSOCIATION. Each unit Owner shall be obligated to furnish to the Association the name and address of the holder of any mortgage encumbering such Owner’s unit. [Book 757/Page 169]

ARTICLE VIII

GENERAL PROVISIONS

A. EASEMENTS FOR ARCHITECTURAL REVIEW COMMITTEE.

There is hereby created in favor of the Architectural Review Committee, its members, agents, employees and any management company retained by the Architectural Review Committee, an easement to enter in or to cross over the units to inspect and to perform the duties of maintenance and repair of the units, as provided for herein.

B. EASEMENTS FOR DECLARANTS. Declarants hereby reserve for themselves, their successors and assigns, agents, employees, contractors and subcontractors, the following easements and rights- of-way in, on, over, under and through any part of the Communityas [Community as] well as in, on, over, under and through any part of Additional Property for so long as declarants own any unit primarily for the purpose of sale or so long as Declarants retain the right to submit the Community Property to the provisions of this Declaration pursuant to Article II hereof, whichever is 1onger.

(a) For the erection, installation, construction and maintenance of wires, lines and conduits and amenity improvements in connection with the transmission of electricity, gas, water, telephone, community

antenna, television cables, other utilities, trails, roads, access points and community amenity areas;

(b) For the construction of improvements on the Units;

(c) For the installation, construction and maintenance of storm-water drains, public and private sewers, and for any other public or quasi- public utility facility

(d) For use as sales offices, model units and parking spaces in connection with its efforts to market units; and

(e) For the maintenance of such other facilities and equipment as in the sole discretion of Declarant may be reasonable [reasonably] required, convenient or incidental to the completion, improvement and sale of units

C. ENFORCEMENT. The Architectural Review Committee, the Association, or any Owner, including Declarants, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, easements, liens and charges now or hereafter imposed by the provisions of this Declaration.

Failure by any person to enforce any covenant or restriction herein contained shall in no event be deemed a [Book 757/Page 170] waiver of the right to do so thereafter.

D. DURATION. The provisions of this Declaration shall run with and bind the land and shall be and remain in effect perpetually to the extent permitted by Georgia law. Renewals or extensions of these Declarations beyond the initial period must be approved by at least eighty percent (80%) of the unit Owners. Every purchaser or grantee of any interest in any real property subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that such provisions of this Declaration may be extended and renewed as provided in this section.

E. RIGHTS OF MORTGAGEES. In addition to the rights elsewhere provided, each mortgagee of a unit, or purchaser or insurer of a mortgage on any unit subject to this Declaration, shall

(a) default by an Owner in the performance of his obligations under the Declaration which is not cured within 90 days;

(b) be entitled to timely written notice of any proposed action which would require the consent of a specified percentage of mortgagors;

provided, however, that such mortgagee or purchaser or insurer of such mortgage shall first file with the Association a written request that such notices be sent to a named agent or representative of the mortgagee at an address stated in such notice.

F. AMENDMENT. This Declaration may be amended unilaterally at any time and from time to time by Declarants so long as Class B memberships exist

(a) if such amendment is necessary to bring any provision 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 the units 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 purshaser [purchaser] to make or purchase mortgage loans on the units subject to this Declaration, or (d) if such amendment is necessary to enable any governmental agency or reputable private insuraqnce [insurance] company to insure mortgage loans on the units subject to this Declaration, provided any such amendment shall not adversely affect the title to any Owners unit unless any such unit Owner shall consent thereto in writing.

All amendments other than those specified above shal1 be adopted as follows:

(a) At least sixty-seven (67%) percent of the unit Owners shall be necessary to amend this Declaration. Notwithstanding anything to the contrary herein, it is express1y provided that any amendment which adversely affects the title to any unit must be approved by the Owner of such unit in writing.

[Book 757/Page 171]

(b) The amendment may be proposed by either the unit Owners or Declarants. The Declarants, or the Association after termination of the Clas [Class] B membership, may call a meeting of the unit Owners to consider such an amendment and shall be required to call such a meeting upon a petition signed by at least twenty-five (25%)

percent of the unit Owners. If a meeting of the unit Owners is called to consider such an amendment, the time within which and the manner by which notice of such meeting shall be given, the authorized use of proxies, and the quorum required for the transaction of business at such meeting shall correspond to the requirements for meetings of the Association.

(c) The consent of the unit Owners required to approve said amendments shall be obtained by affirmative vote, written consent, or a combination thereof. A meeting of the unit Owners shall not be

required in the event that the requisite approval of the unit Owners is obtained by written consent. The required consent of Declarants shall be in writing.

No amendment to the provisions of this Declaration shall alter, modify, change or rescind any right, title, interest or privilege herein granted or accorded to the holder of any mortgage affecting any unit unless such holder shall consent thereto in writing. The written consent thereto of any mortgage holder affected thereby shall be filed with such amendment. Every purchaser or grantee of any interest in any real property now or hereafter subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that this Declaration may be amended as provided in this section. No amendment shall become effective until filed with the Clerk of the Superior Court of Clarke County, Georgia.

G. INTERPRETATION. In all cases, the provisions set forth or provided for in this Declaration shall be construed together and given that interpretation or construction which will best effect the intent of the general plan of development. The provisions hereof shall be liberally interpreted and, if necessary, they shall be so extended or enlarged by implication as to make them fully effective.

H. GENDER AND GRAMMAR. The singular whenever used herein shall be construed to mean the plural when applicable and the use of the masculine pronoun shall include the neuter and feminine.

I. SEVERABILITY. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision of this Declaration to any person or to any property shal1 be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision herein.

[Book 757/Page 172] IN WITNESS WHEREOF, the undersigned, being the Declarants herein, have executed this instrument under seal this {8th} day of{April}1987.

Signed and sealed in the presence of the undersigned on this {8th} day of {April} 1987:

_________{signature}_________ Notary Public _________{signature}_________ Witness For:SHOAL CREEK FARMS _____{signature}______________ Ronald M. North, Proprietor _____{signature}______________ North Development Company

{signature› Carlton R. North, Partner _{signature }. Roger R. North, Partner

[Book 757/Page 173] EXHIBIT A

All that tract or parcel of land, containing 314.596 acres, more or less, situate, lying and being in the 218th G.M.D., Clarke County, Georgia, being designated Tract 1 on a plat thereof by Ben McLeroy and Associates, Surveyors, recorded in Plat Book 17, page 193, in the Of fice of Clerk of Superior Court of Clarke County, Georgia, which plat and the record thereof are incorporated herein and made a part hereof by reference.

CLERK'S OFFICE SUPERIOR COURT CLARKE COUNTY, GEORGIA File for the record at _{12:07}. o'clock__{P}_M. this _{6} day of _{July}_19 {87}_ _ and recorded in the book _{757}_ Folio _{157}_ _ this _{7}_ day of _{July}_ _ 19 {87}_

{signature} Clerk S.C.C.C. GA

Regulations

ADMINISTRATIVE RULES AND REGULATIONS OF SHOAL CREEK FARMS

Adopted by the Board on January 8, 2006

General Regulations

Definitions: In Shoal Creek Farms (SCF) Administrative Rules and Regulations,

Declaration means the Declaration of Covenants and Restrictions, as recorded in the Superior Court of Clarke County and amended from time to time.

Bylaws mean the Bylaws of the Shoal Creek Farms Homeowner's Association.

In all cases where the Declaration specifies written notice, request, or approval, email qualifies.

These Administrative Rules and Regulations are promulgated under the authority of Bylaws section 4.02. They may be amended, augmented, revoked, or otherwise changed by the Board of Directors of Shoal Creek Farms Homeowner's Association.

Codified Regulations

[Regulation designations correspond to Article and section

designations in the Declaration.]

Regulation I

All tracts in the original 315-acre SCF development are approved for development; hence the Declaration and Bylaws apply to all units in the development. Owners of units or tracts may request permission to build homes and other structures as provided for in the Declaration and Bylaws. Such requests should be made to the Architectural Review Committee (ARC) by contacting the President of the Association.

Regulation II

(Reserved)

Regulation III

(Reserved)

Regulation IV Building Requirements

(A-C) (Reserved)

(D) Parking. Motor homes, trailers, motor-powered recreational vehicles, or large boats must be parked in the rear of the unit, on a designated parking area, and screened with evergreen vegetation. (E) Specific Building Requirements (a) - (f) (Reserved)

Regs-1.doc111/30/06

(g) The ARC generally grants permission to cut, prune, mutilate, or destroy trees, shrubs, or other vegetation exceeding six (6) inches in diameter if the unit owner presents reasons for the desired action that are satisfactory to the ARC. Such permission is solely within the discretion of the ARC.

(h) (See Regulation V(E)) (F) (Reserved)

(G) Violations. The ARC may, upon request, approve or disapprove past violations. Any unit owner who does not request approval for past violations runs the risk of being asked to remove the violation at his own expense or having the Association remove the violation, at the Unit owners' expense, in accordance with procedures set out in the Bylaws and Declaration.

(H) (Reserved)

Regulation V Use Restrictions

(A) Residential Use. Any Unit owner contemplating business use of their property must request approval in writing from the Board of Directors. The written request should specify the nature of the proposed business activity, the extent to which it may involve visits to the Unit by suppliers, independent contractors, customers, workers, or employees, the portion of the Unit in which business is anticipated, and any modifications to the Unit anticipated in connection with the proposed business use.

The Board may, at its discretion, grant or reject approval of business activity. Generally, the Board will not approve proposed business activities that anticipate regular visits from customers, contractors, suppliers, or employees, or that may pose special safety or liability issues, or that, in the ARC's sole discretion, impair, lessen or degrade important attributes of SCFS, such as, but not limited to, its rural, quiet, residential character.

(B) Signs. The ARC hereby permits "For Sale" signs to be placed or maintained on any Unit, provided the sign is for the sale of the Unit and not for the sale of used automobiles, home crafts, or other items of personal or real property or services. If in the judgment of the ARC, a "For Sale" sign is unattractive, not properly maintained, or otherwise

detracts from the character and quality of the Community, the ARC may revoke this general permit in individual cases. If the ARC so revokes any Unit owner's permit, the ARC must specify what the Unit owner must do to improve the sign for inclusion within the general permit herein granted.

(C)—(D) (Reserved)

(E) PROHIBITED STRUCTURES: Article V(E) and Article IV(E) (h) of the Declaration prohibit a variety of structures, including mobile homes, boats, recreational vehicles, house trailers, manufacturer homes, modular homes, tents, shacks, barns, or other outbuildings or other structures, .... Article IVE)(h) is specifically made subservient to Article IV(B)

Article IV(B) requires approval of plans (by ARC) for buildings, tences, walls, roads, driveways, parking areas, tennis courts, swimming pools, barns, sheds or structures. It includes provisions for alterations, modifications, and reconstructions. It says that Unit owners may erect such things provided the ARC approves them. Regs-1.doc211/30/06

Read together, the two provisions prohibit various structures unless they are permitted by the ARC under the authority of Article IV(B). Furthermore, structures are contemplated for the care, housing, or confinement of pets (see Article V (F)).

(F) ANIMALS AND PETS. (Reserved)

(G) PARKING. See Regulation IV(D). (H)I) (Reserved)

Regulation VI (Reserved)

Regulation VIl

(A) (Reserved)

(B) (Reserved)

(C) (1) The Association may establish annual or user tee

assessments by majority vote and a duly called meeting. The Declaration also grants the Architectural Review Committee, whose members are also members of the Board of Directors of the

Association, the power to set, collect, and disburse fees. (Article III (A)) The Bylaws, section 4.032, also grant the Board the duty to establish and collect assessments. Neither the Unit owners nor the

Board has an exclusive power to establish assessments. Either may do it.

(2) Electing Suspension of Voting Rights and Limitation of

Association Remedies. Section 2.02 of the Bylaws provides for the suspension of voting rights when Unit owners are in default of any regular or special assessment. Many Unit owners in SCFs have expressed a desire to allow owners of Units without homes on them to forego paying their annual assessment if they agree to relinquish the vote of those Units. The following elective procedure is provided for owners of Units without homes:

a. All Unit owners will be sent notice of assessment according to the regular procedures specified in the Bylaws and used by the Board of Directors.

b. Owners of Units without homes may return their annual assessment notice and sign the provision included thereon waiving their rights to notice and hearing and agreeing to a suspension of their voting rights for the applicable year. The suspension of voting rights applies to all issues, elections, meetings or other opportunities for Association voting, including votes to amend the Declaration or to amend the Bylaws. The suspension of voting rights will not apply to voting for the renewal of the Declaration.

c. The Board, in turn, agrees to pursue no other remedies for nonpayment of dues, other than the agreed to suspension of voting rights, against the owners of Units without homes for the year in which the owners elect to not pay dues under this section.

d. This election, once made by the Owners and received by the Treasurer of the Association, applies only for one year and is irrevocable for the year in question.

e. Any owner of a Unit without a home who votes that Unit on any issue, election, meeting, or other voting opportunity, including votes to amend the Declaration or to Regs-1.doc311/30/06 amend the Bylaws before paying their annual assessment, waives the right to elect this special procedure. For example, assume the annual assessment notice is sent in January, and there is an Association meeting in early February. If an owner of a Unit without a home votes his or her unit without a home at the meeting, either in person or by proxy, then that owner may not elect the procedure provided herein for the suspension of voting rights and the limitation of Association remedies for that

year and that Unit. In such a case, the annual assessment is due, and the Association may pursue any and all remedies provided for in the Bylaws and Declaration to collect the assessment.

f. The elective suspension of voting rights and limitation of remedies described herein applies only to annual assessments. It does not apply to special assessments unless specifically so declared by the Board at the time any special assessment is levied. For example, if the Board decided to levy a special assessment for the construction of a building on Association property, the owners of Units without homes would be required to pay the special assessment, and failure to pay would open such owners to the range of rights and remedies provided for in the Bylaws and Declaration.

g. This election and limitation of remedies is automatically revoked 1. In any year in which any real property interest in any Unit without a home is sold, granted, given, or transferred to any person not already an owner of such Unit.

2. In any year in which any Unit without a home is subdivided. 3. In any year in which construction or development for a home begins, the election provided herein is automatically revoked and the annual assessment is automatically due on the date construction or development for a home begins, and the owners are automatically in default one day past such beginning of construction or development, unless such annual assessment has already been paid. The Board or Officers need not notify the owner(s) in any special way of the violation. The revocation, due assessment, and default are automatic against the owner(s).

(D)-(J) (Reserved)

Regulation VIlI (Reserved)

ADMINISTRATIVE REGULATIONS CONCERNING BYLAWS OF SCF HOMEOWNER'S ASSOCIATION

Regulation I - VI (Reserved)

Regulation VII Enforcement.

Enforcement Policy: the Board has the right to prioritize its

enforcement activity and deciding which violations it will enforce. No Unit owner has the right to demand that the Board pursue

enforcement of a particular restriction against a particular owners). Covenant enforcement is at the discretion of the Board.

Regs-1.doc411/30/06

Both the Declaration and the Bylaws grant individual Unit owners the right to pursue enforcement in both law and equity. (Declaration Article VIlI(C) and Bylaws Article VII).

The Secretary shall keep a cumulative record of the enforcement activities of the Board of Directors or the Architectural Review Committee.

Regulation VIII (Reserved)

End.

Regs-1.doc511/30/06

By Laws [INTRODUCTORY NOTE: This version of the Shoal Creek Farms By- Laws was produced by scanning and correcting a photocopy of the original By-Laws. The goal was to produce a copy that could be easily distributed to new homeowners in the neighborhood. To the best of the Board’s knowledge, the scanned version faithfully reproduces the original. This scanned version was last corrected on May 8, 2006 and includes an amendment to the Bylaws Section 3.07 that was passed at the June 12, 2005 meeting of the Shoal Creek Farms Homeowners Association.] BYLAWS SHOAL CREEK FARMS HOMEOWNER’S ASSOCIATION, INC.

ARTICLE I

NAME, MEMBERSHIP, REGISTRATION, APPLICABILITY

Section 1.01. NAME. The name of this Association shall be SHOAL CREEK FARMS HOMEOWNER’S ASSOCIATION, INC. (hereinafter referred to as SCFA), a Georgia non-profit corporation and subject to terms and conditions of the U.S. Tax Code part 50l-3c.

Section 1.02. MEMBERSHIP. The membership of SCFA shall be comprised solely of the owners of real property (lots or units) in the residential single-family subdivision known as SHOAL CREEK FARMS, (hereinafter referred to as SCF), lying on the west side of Morton Road in eastern Clarke County, Georgia. The SCFA will include owners of lots/units within any additions to or expansions of SCF subdivision.

Section 1.03. REGISTERED OFFICE AND AGENT. The SCFA shall maintain a registered office and shall have a registered agent under the laws of Georgia. The SCFA may have an office(s) within a reasonable proximity of the community as shall be designated by the Board of Directors from time to time.

Section 1.04. APPLICABILITY. These bylaws are applicable to all lots/units in the SCF Community and they are binding on all present and future

owners, tenants, occupants or other persons holding title or responsibility for, or occupying, using, habiting, visiting or otherwise associating with the lands or improvements in the SCF community in any manner. The mere acquisition, rental, use or other act of title, conveyance, ownership, occupancy or association with property in the SCF community will signify that these bylaws are accepted and ratified in full. These bylaws and any amendments hereto are subject to the provisions of the Georgia Non-Profit Corporation Code, the declarations of restrictions and covenants for SCF Subdivision and the Articles of Incorporation for SHOAL CREEK FARMS HOMEOWNER’S ASSOCIATION, INC.

ARTICLE II

MEMBERSHIP AND VOTING RIGHTS

Section 2.01. MEMBERSHIP. Every person(s) who is (are) the record owner of a fee or undivided interest of any lot/unit in SCF Community shall be a member of the SCFA, excluding only those person(s) who hold such an interest under a mortgage, deed or other instrument to secure debt. The initial Board of Directors appointed by the Declarants may include non- owners of lots/units. The voting weight for each lot/unit (Class A), after the division and sale by the Declarants (Class B), shall be equal and each lot/unit shall have one vote.

No Owner, whether one or more persons, shall have more than one membership or vote per Unit. In the event of multiple Owners of a Unit, the vote appertaining thereto shall be exercised as those Owners of such Unit themselves determine and advise the Secretary of the Association prior to any meeting. In the absence of such advice, the Unit's vote shall be suspended in the event that more than one person seeks to exercise it. The vote appertaining to any Unit may, and shall in the case of any Owner not a natural person or persons, be cast pursuant to a proxy or proxies'duly executed by or on behalf of the owner(s) and delivered to the Secretary of the Association.

The Association shall have two classes of memberships:

Class A. Class A members shall be all Owners, with the exception of the Declarant, and shall be entitled to one vote for each Unit owned.

Class B. The Class B member(s) shall be the Declarants who shall be entitled to five (5) votes for each Unit owned. The Class B membership

shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

(a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B Membership; or

(b) Ten years from the date of the first sale of a unit by the Declarants.

Section 2.02.

Suspension of Voting Rights. During any period in which the Owner of a Unit shall be in default in the payment of any regular or special assessment or other charge levied by the Board of Directors, the voting rights of such unit may be suspended by the Board of Directors, after notice and a hearing as provided in section 3.02 herein, until such assessment or charge has been paid. Such rights may also be suspended, after notice and a hearing as provided in Section 3.02 herein, for a violation of any provisions of the Declaration, these Bylaws, or any of the published rules and regulations of the Association.

ARTICLE III

MEETINGS, QUORUM, PROXIES, VOTING

Section 3.01. Place of Meeting. Membership meetings of the Association shall be held at a suitable place convenient to the members as may be designated by the Board of Directors.

Section 3.02. Annual Meeting. The Association shall meet not less frequently than annually, except that the first annual meeting shall be called by the Board of Directors on or before one year from the date of closing the sale of the first Unit. After the first annual meeting is called by the Board of Directors, the succeeding annual meetings shall be held on any day as may be set by the Board of Directors. At the annual meetings comprehensive reports of the affairs, finances, and budget projections of the Association shall be made to the Owners.

Section 3.03. Special Meetings. The Secretary of the Association shall be required to call a special meeting of the members

(i) when directed by the President of the Association, (ii) upon the resolution, of a majority of the Board of Directors or Architectural Review Committees, or

(iii) upon the presentation to the Secretary of the Association of a petition signed by Owners entitled to cast at least one-fourth (1/4) of the votes of the Association.

The call of a special meeting shall be by notice from the secretary of the Association given at least five (5) days and not more than thirty (30) days in advance of the meeting, and such notice shall state the date, the time, the place, and the purpose of such special meeting. Unless by consent of at least seventy-five percent (75%) of the total vote of the membership, only the business stated in the notice may be transacted at such a special meeting.

Section 3.04. Notice of Meetings. It shall be the duty of the Secretary of the Association to mail a notice of each annual or special membership meeting, stating the purpose thereof, as well as the date, time, and place where it is to be held. Such notice shall be delivered personally or sent by United States Mail, postage prepaid, to all Owners of record (and such mortgagees entitled to notice) at such address or addresses as any of them may have designated, or if no address has been so designated, at the address of their respective Units. Except as may be otherwise required by law, notice shall be given to each Owner at least five (5) days and not more than thirty (30) days in advance of any meeting. The mailing of a notice in the manner provided in this section 4.04 shall be considered to be the giving of such notice. Any Owner (or any mortgagee entitled to notice) may waive the notice of a meeting by doing so in writing before or after such meeting. Attendance at a meeting, either in person or by proxy, shall of itself constitute a waiver of notice and waiver of any and all objections to the place or time of such meeting or the manner in which it has been called or convened, unless a member or other person entitled to notice attends such meeting solely for the purpose of stating, at the beginning of such meeting, any such objection or objections relating to such meeting. A 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 3.05. Conduct of Meetings. The President, or the Vice President in the absence of the President, shall preside over all meetings of the Association and the Secretary shall keep the minutes of all such meetings and shall record in a minute book all resolutions adopted at such meetings, as well as all transactions and proceedings occurring at such meetings.

Section 3.06. Order of Business. The order of business at all annual meetings shall be as follows:

a. Roll call and certification of proxies.

b. Proof of notice of meeting or waiver of notice.

c. Reading of minutes of preceding meeting.

d. Reports of officers, if any.

e. Reports of committees, if any.

f. Election or appointment of inspectors of election.

g. Election of directors.

h. Unfinished business.

i. New business.

Section 3.07. Quorum. Except as otherwise provided in the Declaration or in these Bylaws, the presence in person or by proxy at the beginning of any meeting of the Owners entitled to cast fifty-one (51%) thirty (30%) percent of the votes of the Association shall constitute a quorum for a meeting of the Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.

Section 3.08. Adjourned Meetings. Any meeting of the Association which cannot be organized because a quorum has not attended may be adjourned from time to time by the vote of a majority of the owners present in person or represented by proxy. When any membership meeting, either annual or special, is adjourned, notice of the time, place, and location of the adjourned meeting shall be given as in the case of the original meeting.

Section 3.09. Proxy. The vote appertaining to any Unit may, and shall in the case of any Owner not a natural person or persons, be cast pursuant to a proxy or proxies duly executed by or on behalf of the Owner and delivered to the Secretary of the Association. No such proxy shall be revocable except by written notice delivered to the Secretary of the Association by the Owner. 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. The transfer of title to any Unit shall void any outstanding proxy pertaining to the voting rights appurtenant to that Unit.

Section 3.10. Action Taken by Association. Except as otherwise provided by the Declaration or these Bylaws, any action taken at any meeting of members shall be effective and valid if taken or authorized by a majority of

all of the votes to which all of the members present in person or by proxy at a duly called meeting satisfying the quorum requirements shall be entitled.

In the event of any tie vote at any regular, special, or adjourned meeting of the Association, the President, or the Vice President in the absence of the President, shall cast a separate vote to break the tie. For purposes of these Bylaws, “majority” shall mean more than fifty percent (50%); provided, however, the foregoing provisions of this Bylaw to the contrary notwithstanding, any action which by law or pursuant to the provisions of the Declaration or these Bylaws requires the assent of a specific number or percentage of the votes of the Owners or holders of first deeds to secure debt or mortgages (“Holders”) greater than that herein specified, shall not be considered the act of the Owners or Holders or both unless such requisite number or percentage so prescribed by law or by the Declaration or these Bylaws is obtained.

Section 3.11. Voting. Except as otherwise provided in The Declaration or these Bylaws, voting on all matters shall be by voice vote or by a show of hands unless any Owner or Holder, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the Owner or Holder voting, the Unit or Units owned or secured by such Owner or Holder, and the number of votes voted by such Owner or Holder, and if such ballot shall be cast by proxy, it shall also state the name of such proxy.

Section 3.12. Action by Association Without Meeting. Any action which may be taken at a meeting of the Owners (and Holders, if applicable) may be taken without a meeting if written approval and consent, setting forth the action authorized, shall be signed by each of the Owners (and Holders, if applicable) entitled to vote on the date on which the last such Owner (or Holder, if applicable) signs such approval and consent and upon approval and consent with the Secretary of the Association. Such approval and consent so filed shall have the same effect as the unanimous vote of the Owners (and Holders, if applicable) at a special meeting called for the purpose of considering the action authorized.

ARTICLE IV

BOARD OF DIRECTORS, NUMBER, POWERS, MEETINGS

Section 4.01. Number. So long as Declarants’ Class B membership has not terminated, Declarants shall have the right to appoint and remove members

of the Board of Directors and officers of the Association as provided herein and by the Declaration. Until such time, the Board of Directors shall contain at least three (3) Directors and such Directors shall be appointed by and serve at the pleasure of the Declarants. Declarants may relinquish such right at any time. After such right shall have terminated or have been relinquished, the Owners shall elect five (5) persons to the Board of Directors at the special meeting of the Association described in Section 5.05 of these Bylaws. Except with respect to Directors appointed by Declarants, Directors must be Owners at all times during their service as Directors; provided however, the term “Owner,” for purposes of this Section 5.01 and Section 6.01 hereof, shall be deemed to include, without limitation, any shareholder, director, officer, partner in, or trustee of any entity or person which is, either alone or in conjunction with any other person or persons, an Owner. 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 an entity or person, shall be deemed to have disqualified himself from continuing as a Director if he ceases to have any such affiliation with that entity or person.

Section 4.02. Powers and Duties. The Board of Directors shall have the powers and duties necessary to administer the affairs of the Association, including, but not necessarily limited to, those powers and duties specifically assigned to the Board of Directors and Architectural Control Committee in the Declaration, the Articles of Incorporation, and these Bylaws. Consistent therewith, the Board of Directors shall have the power to adopt rules and regulations which it deems necessary for the administration of the affairs of the Association and to impose sanctions for violations of the Declaration, the Bylaws, and the published rules and regulations of the Association, subject to the provisions of the Bylaws regarding the right to notice and a hearing.

Section 4.03. Other Duties. The Board of Directors shall exercise such duties and responsibilities as shall be incumbent upon it by law and the Declaration, together with such other duties and responsibilities as it may deem necessary or appropriate in the exercise of its powers. In addition to other duties which the Board of Directors may have and except as provided in the Declaration, it shall be responsible for the following matters:

4.031 Maintenance, repair, renovation, restoration, replacement, care, and upkeep of any portion of the Development maintained by the Association;

and

4.032 Establishment and collection of assessments;

4.033 Levy and enforce liens for unpaid assessments;

4.034 Suspend voting rights under these Bylaws.

Section 4.04. Maintenance Personnel. Subject to the provisions of the Declaration, the Board of Directors may employ for the Association maintenance personnel under such terms, compensation, and duties as the Board may, in its sole discretion, authorize.

Section 4.05. Election of Directors and Term of Office. Pursuant to the Declaration, Declarants shall, for the period of time specified therein, have the right to appoint and remove at the pleasure of Declarants any member of the Board of Directors or any officer of the Association, until its Class B membership terminates as stated in the Declaration. Upon the termination of Declarants’ Class B membership, Declarants shall then give to each Owner at least seven (7) days written notice of a special meeting to elect a new Board of Directors, such meeting to be held not more than thirty (30)

days after the date of such termination. In the event of the failure of Declarants to call said special meeting within the period provided above, the other Owners may call such special meeting in accordance with the provisions of Section 4.03 of these Bylaws. At such meeting the members shall elect two (2) Directors for a term of three (3) years each, two (2)

Directors for a term of two (2) years each, and one Director for a term of one year; provided, however, that the Directors elected at such meeting shall also serve for that portion of a calendar year between the commencement of their terms and the first annual meeting following such meeting so that their respective term shall expire at the time of an annual meeting. Except in the case of death, resignation, disqualification, or removal, each Director elected by the members shall serve until the annual meeting at which his term expires and until his successor has been duly chosen and qualified.

Section 4.06. Procedure for Election. At the second annual meeting following said special meeting called by Declarant as described in Section 4.05, and at each subsequent annual meeting, the members shall elect, in accordance with the procedures hereinafter set forth in this Section 4.06, Directors to succeed to the office of all Directors whose terms have expired at the time of such meeting. Such Directors so elected shall each serve for a term of three (3) years. Persons may be nominated for election to the Board of Directors by a nominating committee appointed by the incumbent

Board of Directors prior to the annual meeting and by nominations made from the floor at the meeting for such election. Election to the Board of Directors shall be by secret written ballot, unless dispensed with by unanimous consent, and at such election members or their proxies may cast, with respect to each vacancy, the votes of their respective Units as provided in the Declaration. Cumulative voting shall not apply. The procedure for the election of the Board of Directors at the special meeting called by Declarants pursuant to Section 4.05 shall be as follows:

• nominations shall be accepted for not less than five (5) Owners to serve on the Board of Directors of the Association;

• upon the closing of such nominations, each member present in person or by proxy shall cast a ballot listing thereon the names of the five (5) different nominees (no more and no less) for whom such member wishes to vote, together with the residence number of the Unit of such member;

• the ballots shall then be collected and tallied whereupon the two (2)

persons receiving the greatest number of votes shall be elected to three (3) year terms, the two (2) persons receiving the next greatest number of votes shall be elected to two (2) year terms, and the person receiving the next greatest number of votes shall be elected to a one year term.

In the event that only five (5) persons are nominated to serve on the Board of Directors at the special meeting called by Declarant pursuant to Section 4.05, such persons shall be elected by acclamation and the terms of such persons shall be determined as follows:

• the Owner or Owners of a Unit entitled to vote shall cast his ballot by writing thereon the name of the person thus elected whom such Owner wishes to serve for a term of three (3) years;

• the ballots shall then be collected and tallied whereupon the two (2)

persons receiving the greatest number of votes shall serve three (3)

year terms, the two (2) persons receiving the next greatest number of votes shall serve two (2) year terms and the person receiving the next greatest number of votes shall serve a one year term.

Section 4.07. Removal or Resignation. Subsequent to the termination of Declarant’s right to appoint and remove Directors, any one or more of the Directors may be removed with or without cause by a majority vote of the total authorized vote of the Owners in the Community which is taken at any regular or special meeting of the Association, and a successor shall be

elected by the Owners at such meeting in order to fill the unexpired portion of such Director's term. Any Director whose removal has been proposed by any Owner or Owners shall be given an opportunity to be heard at such meeting. Any Director may resign at any time by giving written notice to the members of the Board of Directors. 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. The sale of a Unit by a Director or any other termination of his interest in a Unit shall automatically terminate his directorship. Subsequent to the termination of the Declarant’s Class B membership, vacancies in the Board of Directors caused by reason other than the removal of a Director by a vote of the Owners shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum and each person so elected shall serve until a successor is elected and qualified at the next annual meeting of the Owners.

Section 4.08. Officers, Agents, or Employees of Declarant. With respect to Units owned by Declarant, Declarant may appoint any of its officers, agents, or employees to act for Declarant as a member, Director, or officer of the Association and Declarant may, at any time, replace any such Director or officer acting for Declarant with any other officer, agent, or employee of Declarant.

Section 4.09. Fees and compensation. No fee or compensation shall be paid by the Association to Directors for their services as Directors unless such fee or compensation is first fixed by a resolution adopted by a majority vote of the voting Owners at a duly called meeting.

Section 4.10. Organizational Meeting. The organizational meeting of each Board of Directors shall be held without notice other than this Bylaw, immediately after, and at the same place as, the meeting of the Owners at which such Board of Directors or certain members of the Board of Directors have been elected.

Section 4.11. Regular Meetings. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings, in addition to the organizational meeting, and such regular meetings shall be held without notice other than such resolution.

Section 4.12. Special Meetings. Special meetings of the Board of Directors may be called by the President on at least three (3) days’ notice to each Director, given personally or by mail, telephone, or telegraph, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board of Directors may also be called by the Secretary of the Association in like manner and on like notice on the written request of at least a majority of the Directors.

Section 4.13. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice.

Attendance by a Director at any meeting of the Board shall be deemed to be a waiver of notice of such meeting and waiver of any and all objections to the place or time of the meeting or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any such objection or objections.

Section 4.14. Entry of Notice. 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 by law and the Bylaws of the Association.

Section 4.15. Board of Directors Quorum. At all meetings of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business.

Section 4.16. 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 the minutes of such meetings and shall record in a minute book all resolutions adopted at such meetings, as well as all transactions and proceedings occurring at such meetings.

Section 4.17. Action Taken by Directors. Except as otherwise provided in the Declaration and these Bylaws or by law, every act or decision by a majority of the Directors present in person or by proxy at a duly-held meeting at which a quorum is present shall be regarded as the act of the Board. In the event of any tie vote, the President, or the Vice President in the absence of the President, shall cast a separate vote to break the tie.

Section 4.18. Action Without Formal Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all members of the Board of Directors and such written consent is filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote by the Board of Directors.

ARTICLE V

OFFICERS

Section 5.01. Enumeration of Officers. The officers of the Association shall be a President and a Vice-president, who shall be members of the Board of Directors, and a Secretary, a Treasurer, and such other officers as the Board may from time to time by resolution create. Any two or more offices may be held by the same persons, excepting the offices of President and Vice President and President and Secretary. Except with respect to officers appointed by Declarant, each officer must be an “Owner” as defined in Section 5.01 of these Bylaws.

Section 5.02. Election. For the period provided by the Declaration, the officers of the Association shall be appointed by and serve at the pleasure of Declarant. After the right of Declarant to appoint and remove such officers shall have terminated or shall have been relinquished, the Board of Directors shall elect the officers of the Association at each organizational meeting thereof. The Board of Directors at any time and from time to time may appoint such other officers as it shall deem necessary, including one or more Assistant Secretaries or Assistant Treasurers, who shall hold their offices for such term as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as are specified by these Bylaws or as shall be determined from time to time by the Board of Directors.

Section 5.03. Compensation. No fee or compensation shall be paid by the Association to any officer for his services as an officer unless such fee or compensation is first fixed by a resolution adopted by a majority vote of the total vote of the Owners.

Section 5.04. Term. Each officer of this Association shall be elected at the time of each annual meeting of the Board of Directors, and each shall hold office until the next annual meeting of the Board and until his successor is duly elected and qualified, or until his earlier resignation, death, removal, or other disqualification. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby. The sale of his Unit by an officer or a termination of his interest in a Unit shall automatically terminate his term as an officer.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.06. President. The President shall be a Director and the chief executive officer of the Association and, subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business and affairs of the Association and perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. He shall, when present, preside at all membership meetings. He may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Director, 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 Bylaws or by 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 5.07. Vice Presidents. In the absence of the President, or in the event of his death or inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, in the order of election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may perform such duties as are set forth in these Bylaws or as shall from time to time be assigned to him by the Board of Directors.

Section 5.08. Secretary. The Secretary shall:

(a) attend and keep the minutes of meetings of the members of the Board of Directors and of any committees having any of the authority of the Board of Directors in one or more books provided for that purpose;

(b) ensure that all notices are duly given in accordance with the Declaration or the provisions of these Bylaws or as required by law;

(c) be custodian of the Association records; and,

(d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.

Section 5.09. Treasurer. The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be from time to time selected by the Board of Directors; (b) authorize vouchers and sign checks for monies due and payable by the Association;

(c) promptly render to the President and to the Board of Directors an account of the financial condition of the Association whenever requested;

and

(d) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.

Section 5.10. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Treasurers, in general, shall perform such duties as shall be assigned by the Secretary or Treasurer, respectively, or by the Board of Directors.

ARTICLE VI

FISCAL MATTERS AND BOOKS AND RECORDS

Section 6.01. Books and Records Kept by Association. The Association shall keep:

(i) detailed, complete financial records, including itemized records of receipts and disbursements, (ii) detailed minutes of the proceedings meetings of the members and of the Board of Directors, and

(iii) such other books and records as may be necessary or required by law to reflect accurately the affairs and activities of the Association.

Section 6.02. Inspection. The books, records and papers of the Association shall, at all times during reasonable business hours and upon reasonable notice, be subject to inspection by any member or his agent or attorney for any proper purpose.

Section 6.03. Contracts. Subject to obtaining the consent and approval of Declarant if such consent and approval is required by the Declaration or these Bylaws, the Board of Directors may authorize any officer or officers, or agent or agents, of the Association in addition to the officers so authorized by the Declaration and these Bylaws, to enter into any contract or execute and deliver any instrument in the name of, or on behalf of, the Association, and such authority may be general or confined to specific instances.

Section 6.04. Fidelity Coverage. The Association shall obtain fidelity coverage against dishonest ants on the part of all persons responsible for handling funds belonging to or administered by the Association. The fidelity insurance policy must name the Association as the named insured and shall be written in an amount sufficient, based upon best business judgment, to provide adequate protection. Such amount shall in no event be less than the greater of

(i) one and one-half times the Association's estimated annual operating expenses and reserves, or (ii) an amount equal to the estimated maximum funds, including reserve funds, in the custody of the Association, or the managing agent, as the case may be, during the term of each bond; or (iii) an amount equal to the sum of 3 months’ assessments on all Units, plus the Association’s reserve funds. An appropriate endorsement to the policy to cover any persons who serve without compensation shall be added if the policy would not otherwise cover volunteers. The fidelity insurance policy shall also provide that it may not be cancelled or substantially modified (including cancellation for nonpayment of premiums)

without at least ten (10) days’ prior written notice to any and all insured including the institutions servicing mortgages on behalf of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Veterans Administration or the Federal Housing Administration. If the Association delegates some or all of the responsibility

for the handling of funds to a managing agent, fidelity bonds shall be required for its officers, employees and agents handling or responsible for funds of, or administered on behalf of, the Association.

Section 6.05. Checks, Drafts, etc. Al1 checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, or agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Association.

Section 6.06. 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 elect.

Section 6.07. Gifts. The Board of Directors may accept, on behalf of the association, any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Association.

Section 6.08. Fiscal Year. The fiscal year of the Association shall be the calendar year.

ARTICLE VII

ENFORCEMENT

Section 7.01. Authority and Enforcement. Each Unit Owner shall comply strictly with the Declaration and Bylaws and with the administrative rules and regulations adopted pursuant thereto, as either of the same may be lawfully amended from time to time. In the event of a violation or breach, or threatened violation or breach, or any of the same, Declarants, the Association or any aggrieved Unit Owner, jointly or severally, shall have the right to proceed at law or in equity to compel compliance therewith or to prevent a threatened violation or breach thereof. In addition to all other remedies, Declarants or the Association, of a duly authorized agent thereof, shall have the right to enter upon any portion of the Community where a violation exists and summarily abate or remove, at the expense of the violating Unit Owner, and using such force as may be reasonably necessary, any erection, thing or condition that may be or exist contrary to

the intent and meaning of the provisions hereof, according to the procedures set forth in Section 7.02 hereof. Neither Declarants nor the Association, nor their agents, shall be deemed guilty or liable for any manner of trespass for such entry, abatement or removal. Should the Declarant or the Association employ legal counsel to enforce any of the foregoing, all costs incurred in such enforcement, including a reasonable fee for counsel, shall be paid by the violating Unit Owner. Inasmuch as the enforcement of the provisions of the Declaration and these bylaws and such administrative rules and regulations is essential for the general plan of development contemplated hereby and for the protection of present and future Unit Owners, it is hereby declared that any breach thereof cannot be adequately compensated by recovery of damages, and that Declarants, the Association, or any aggrieved Unit Owner, in addition to all other remedies, may require and shall be entitled to the remedy by injunction to restrain any such violation or breach or threatened violation or breach. Further, in any case of flagrant or repeated violation by a Unit Owner, then, in addition to the foregoing remedies, the Board of Directors of the Association may levy fines against the Unit Owner for such violation, provided that no fines may be levied for more than $25.00 for any one violation; but each day or time a violation is continued or repeated after written notice is given to the Unit Owner to cease and desist, it shall be considered a separate violation;

provided, further, that no fine may be levied in any event against Declarants or any mortgagee which has acquired title to any Unit as a result of foreclosure of a mortgage of record, or, by deed in lieu of foreclosure. Collection of fines may be enforced against a Unit Owner as if such charges were an assessment owed by the Unit Owner involved. No delay, failure or omission on the part of the Declarants, the Association or any aggrieved Unit Owner in exercising any right, power or remedy herein provided shall be construed as an acquiescence therein or shall be deemed a waiver of the right to do so thereafter as to the same violation or breach, or as to a violation or breach occurring prior to or subsequent thereto, and shall not bar or affect its enforcement. No right of action shall accrue nor shall any action be brought or maintained by anyone whatsoever against Declarant or the Association or their agents as members for or on account of any failure to bring any action on account of any violation or breach, or threatened violation or breach, of the provisions and regulations, however long continued, or for the imposing of provisions which may be unenforceable.

Section 7.02. Procedure. The Board and the Architectural Review Committee shall not impose a fine, or suspend voting rights or take any other action provided for in the Declaration or Bylaws (except for the approval or disapproval of plans per Article IV, Section 2 of the Declaration)

against an Owner or other occupant of the Community for violations of the Declaration or the Bylaws unless and until the following procedure is followed:

(a)Written demand to cease and desist from an alleged violation shall be served upon the alleged violator specifying:

(i)The alleged violation;

(ii)The action required to abate the violation;

(iii)A time period of not less than (10) days during which the violation may be abated without further sanction, if such violation is a continuing one, or if the violation is not a continuing one, a statement that any further violation of the same provision of this Declaration or the Bylaws may result in the imposition of sanctions after notice and hearing.

(b)If the violation continues past the period allowed in the demand for abatement without penalty, or if the same violation subsequently occurs, the Board shall serve the violator with written notice of a hearing to be held by the Board. The notice shall contain:

(i)The nature of the alleged violation;

(ii)The time and place of the hearing, which time shall be not less than ten (10) days from the giving of the notice;

(iii)An invitation to attend the hearing and produce any statement, evidence, and witnesses on his behalf; and (iv)The proposed sanction to be imposed.

(c)The hearing shall be held at a meeting of the Board of Directors pursuant to the notice and shall afford the violator a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice together with a statement of the date and manner of delivery is entered by the officer, director, or other individual who delivered such notice. The notice requirement shall be deemed satisfied if a violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction imposed, if any.

(d)Provided, however, the procedure set forth in Subparagraphs (a), (b)

and (c) above shall not apply and the Association shall be authorized to take immediate legal action if the delay caused by the procedures would cause irreparable harm to the Association, the Development or the Owners.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Parliamentary Rules. Unless waived by a majority vote of the owners in attendance in person or by proxy at any duly called membership meeting, or unless waived by a majority of the Directors present at any duly called meeting of the Board of Directors, Roberts’ Rules of Order (latest edition) shall govern the conduct of the proceedings of such meeting when not in conflict with Georgia law, the Declaration, or these Bylaws.

Section 8.02. Conflicts. If there are conflicts or inconsistencies between the provisions of Georgia law or the Declaration and these Bylaws, the provisions of Georgia law and the Declaration, in that order, shall prevail.

Section 8.03. Definitions. Unless the context shall otherwise require, words or phrases used herein which are defined in the Declaration shall have the same meaning as therein set forth.

Section 8.04. Amendment. The Articles of Incorporation and these Bylaws may be amended, at a regular or special meeting of the members duly called and held for such purpose, pursuant to a resolution of the Board of Directors adopting a proposed amendment. Such resolution must be approved by the Owners (or Holders or both if required by the Declaration or Bylaws) to which at least twothirds (2/3) of the votes which the Owners (or Holders or both if required by the Declaration or Bylaws) present at such meeting in person or by proxy are entitled to cast; provided, however, that during such period that Declarant shall have the right to appoint and remove members of the Board of Directors and officers of the Association pursuant to the Declaration, such resolution must also be approved by Declarant and by any mortgagee holding a first priority mortgage in the Declarant’s interest in the Development. Notwithstanding the foregoing, any amendment to these Bylaws which would alter, modify, or rescind any right or privilege herein expressly granted to the holder of any mortgage affecting any Lot shall require the prior written approval of such holder.

Section 8.05. Agreements. Subject to the provisions of the Declaration and the obtaining of the consent and approval of Declarant if such consent and approval is required by the Declaration or these Bylaws, 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 Development, 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 8.06. Severability. Invalidation of any covenant, condition, restriction, provision, sentence, clause, phrase, or word of these Bylaws, or the application thereof in any circumstances, shall not affect the validity of the running portions thereof and of the application thereof, and such remaining portions shall remain in full force and effect.

Section 8.07. Gender and Grammar. The singular wherever used herein shall be construed to mean the plural when applicable, and the necessary grammatical changes required to make the provisions hereof apply either to corporations or individuals, men or women, shall in all cases be assumed as though in each case fully expressed.

Section 8.08. Headings and Captions. The article and Section headings and captions herein are for convenience and Reference only and in no way define or limit the scope and content of these Bylaws or in any way affect the provisions hereof.