By-Laws

BY-LAWS

GLEN LAUREL OWNERS’ ASSOCIATION. INC.

ARTICLE I

NAME AND LOCATION

The name of the corporation is GLEN LAUREL OWNERS’ ASSOCIATION, INC.
(hereinafter referred to as the “Association”). The principal office of the Association shall be located at 3338A Country Club Rd #1, Valdosta, GA 31605, but meetings of members and directors may be held at such places within the State of Georgia, County of Lowndes, as may be designated by the Board of Directors.

ARTICLE II
PURPOSE AND POWERS OF ASSOCIATION

This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation, establish rules of use of the common area property described as:

Glen Laurel Subdivision, Phase 1, which plat is recorded in Plat Cabinet B, Page 491,
Lowndes County, Georgia deed records, Glen Laurel Subdivision, Phase 2, which
plat is recorded in Plat Cabinet B, Page 767, Lowndes County, Georgia deed records,
Laurelbrooke Subdivision, Phase 1, which plat is recorded in Plat Cabinet B, Page
652, Lowndes County, Georgia deed records, Laurelbrooke Subdivision, Phase 2,
which plat is recorded in Plat Cabinet B, Page 703, Lowndes County, Georgia deed
records, Barrington Subdivision, Phase l, which plat is recorded in Plat Cabinet B,
Page 898, Lowndes County, Georgia deed records, to which maps or plats of survey
and the record whereof reference is hereby made for all purposes in aid of
description.

In addition to the above described property, future common area property may be
conveyed to the Association as new phases of development for the foregoing
subdivisions are completed and new subdivisions may be created, the owners of
which become members of this Association.

The Association is formed for the further purposes of the promotion of the health, safety and welfare of the residents adjacent to the hereinabove described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association and for this purpose to:

(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in those certain Declarations of Restrictive Covenants (hereinafter collectively called the “Covenants”), applicable to the various properties and recorded or to be recorded in the Office of the Clerk of the Superior Court of Lowndes County, Georgia, and as the same may be amended from time to time as therein provided, said Covenants being incorporated herein as if set forth at length;

(b) fix, levy, co11ect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Covenants; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

(c) acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate,
maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;

( d) borrow money and, with the assent of members entitled to cast two-thirds (2/3) of the votes of the membership, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

( e) dedicate, sell or transfer all or any part of the Common Area to any public agency,
authority, or utility for such purposes and, subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by members entitled to cast two-thirds (2/3) of the votes of the membership, agreeing to such dedication, sale or transfer;

(f) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of members entitled to cast two-thirds (2/3) of the votes of the membership; provided however that the Declarant may submit new phases of
the properties described above or may create new subdivisions the owners of which are members of this Association without obtaining said assent;

(g) have and to exercise any and all powers, rights and privileges which a corporation
organized under the Non-Profit Corporation Law of the State of Georgia by law may now or hereafter have or exercise.

ARTICLE III

DEFINITIONS

Section 1. 11 Association” shall mean and refer to GLEN LAUREL OWNERS’
ASSOCIATION, INC., its successors and assigns.

Section 2. “Properties” shall mean and refer to those certain real properties described in the Covenants and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. “Common Area” shall mean all real property controlled or owned by the
Association for the common use and enjoyment of the Owners.

Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded
subdivision map of the Properties with the exception of the Common Area.

Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. “Declarant” shall mean and refer to Glen Laurel Partners, LLC, its successors and assigns and shall also mean 11Declarant11 as used in the Covenants.

Section 7. “Covenants” shall mean and refer to the Declarations of Restrictive Covenants, applicable to the Properties recorded in the Office of the Clerk of the Superior Court of Lowndes County, Georgia.

Section 8. “Member” shall mean’ and refer to those persons entitled to membership as provided in the Covenants.

ARTICLE IV
MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 5:00 o’clock p.m. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or the Board of Directors, or upon written request of one-fourth (1/4) of the members.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be
given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members or proxies entitled to cast one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Covenants, or these By-Laws. It: however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum as aforesaid shall be present or represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.

Section 6. Voting Rights. The Association shall have two classes of voting membership:

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

Class B. Class B member(s) shall be the Declarant and shall be entitled to ten (l 0) votes for each Class A vote. The Class B membersbjp .shall cease to exist as to each specific phase of each subdivision and be converted to Class A membership upon on the terms described in the relevant
Covenants.

Section 7. Act1on Taken without a Meeting. The members shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining written approval of members entitled to cast a majority of the votes of the membership (unless a greater number of votes is required hereby, by Georgia law, or the Covenants). Any action so approved shall have the same effect as though taken at a meeting of the members.

ARTICLE V
BOARD OF DIRECTORS: SELECTION AND TERlv1 OF OFFICE

Section 1. Number. The affairs of the Association shall be managed by a Board of five (5)directors, who need not be members of the Association.

Section 2. Term of Office. At the first annual and each subsequent meeting the members shall elect five directors for a term of one year.

Section 3. Removal. Any director may be removed from the Board, with or without cause) by a vote of members entitled to cast a majority of the votes of the membership, In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE VI

NOMINATION AND ELECTION OF DIRECTORS

Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The
Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the
number of vacancies that are to be filled.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Covenants. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VII
MEETINGS OF DIRECTORS

Section l. Regular Meetings. Regular meetings of the Board of Directors shall be held
annually without notice, immediately following the annual members’ meeting, or at such place and hour as may be fixed from time to time by resolution to the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:

(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights and right to use of the facilities of a member (but not ingress and egress to said member’s lot) during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for a period not to exceed 60 days for infraction of published rules and regulations.

(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-laws, the Articles of Incorporation or the Covenants;

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e) purchase director’s and officer’s liability coverage with a minimum limit of $500,000.00. The cost of premiums for such coverage may be paid from Association monies.

Section 2. Duties. I shall be the duty of the Board of Directors to:

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

(b)supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

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

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at law against the Owner personally obligated to pay the same.

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or no any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificated. If a certificate states an assessment has been paid, such a certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability insurance on property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate;

(g) cause any Common Area to be maintained.

ARTICLE IX
OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of this Association shall be a president and a vice-president, who shall at all times be members of the Board of Directors, a secretary, and/or treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, having such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or
without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows;

President

(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign promissory notes.

Vice-President

(b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

Secretary

( c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall
perform such other duties as required by the Board.

Treasurer

(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLEX
COMM1TTEES

The Board of Directors shall appoint committees as deemed appropriate in carrying out its purpose.

ARTICLE XI
BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable
business hours, be subject to inspection by any member. The Covenants, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost

ARTICLE XII
ASSESSMENTS

As more fully provided in the Covenants, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of twelve percent ( 12%) per annum, and the Association may
bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. Until such time as otherwise changed, each Lot Owner, other than the Declarant, shall pay to the Association dues as identified in the relevant Covenants, as the same may be increased from time to
time, for the common areas and street maintenance.

ARTICLE XIII
CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: GLEN LAUREL OWNERS’ ASSOCIATION, INC.

ARTICLE XIV
AMENDMENTS

Section 1. These By-Laws may be amended at a regular or special meeting of the members, by a vote of members entitled to cast seventy-five percent (75%) of the votes of the membership.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in case of any conflict between the Covenants and these By-Laws, the Covenants shall control.

ARTICLE XV
MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

ARTICLE XVI
DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by members entitled to cast not less than two-thirds (2/3) of the votes of the membership. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be
granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization devoted to such similar purposes.