ARTICLE - I NAME AND LOCATION

The name of the corporation is The Glen at City View Farms Homeowners Association (hereinafter "the Association"). The principal office of the corporation shall be located at 2220 Beltline Road, S.W., Decatur, AL 35601, but meetings of members and directors may be held at such places within the State of Alabama as may be designated by the Board of Directors.

ARTICLE - II

SECTION 1

"Association" shall mean and refer to The Glen at City View Farms Homeowners Association, its successors and assigns.

SECTION 2

"Declaration" shall mean and refer to the Declaration of Covenants and Restrictions filed for record on August 24, 2000, in the Office of the Judge of Probate of Morgan County, Alabama, and there of record in Miscellaneous Book 2000, at Page 9955.

SECTION 3

The Properties" shall mean and refer to that certain real property described as in the Declaration.

SECTION 4

"Common Properties" shall mean that certain real estate (including easement rights) described as "Common Properties" in the Declaration.

SECTION 5

"Lot" shall mean and refer to any tract or parcel which is designated by a number upon any recorded subdivision plat of The Properties.

SECTION 6

"Living Unit" shall mean and refer to any portion of a building situated on The Properties designed and intended for use and occupancy as a residence by a single family.

SECTION 7

"Owner" shall mean and refer to the record owner, whether one or more persons or entities, ofthe fee simple title to any Lot situated upon The Properties, but notwithstanding any applicable theory of the morteage, shall not mean or reler to any mortgagee unless and until said mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.

SECTION 8

"Developer" shall mean and refer to Vernon Lane.

SECTION 9

"Member" shall mean and refer to those persons entitled to membership as, provided in the Declaration.

ARTICLE - III MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION

SECTION 1

Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by the Declaration to assessment by the Association shall be a member of the Association provided that any such person or entity who holds such interest merely as a secutity for the performance of an obligation shall not be a member.

The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against each Owner of and becomes a lien upon the property against which such asscssments arc madc as provided by Article VI of the Declaration

The membership rights of any person whose interest in The Properties is subject to assessments as provided above whether or not he is personally obligated to pay such assessments, may be suspended by action of the directors during the period when the assessments remain unpaid; but, upon payment of such assessments , his rights and privileges shall be automatically restored. If the directors have adopted and published rules and regulations governing the use of the common properties and facilities, and the personal conduct of any person thereon, as provided in Article X, Section they may, in their discretion, suspend the rights of any such person for violation of such rules and regulations for a period not to exceed thirty (30) days per suspension.

SECTION 2

Class A. Class A members shall be all those owners as defined in Section 1 with the exception of the Developer and with the exception of any builder or builders designated in writing by the Developer. Class A members shall be entitled to one vote for each Lot in which they hold the interests required for membership by Section 1. When more than one person holds such interest or interests in any Lot all such persons shall be members, and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote he cast with respect to any such Lot

Class B, Class B members shall be the Developer or such builder or builders as are designated by the Developer in writing. The Class B member shall be entitled to five votes for each Lot in which it holds the interest required for membership by Section 1, provided that the Class B membership for those Lots which have been made subject at that time to this Declaration shall cease and become converted to Class A membership of the happening of any of the following events, whichever occurs earlier:

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

(b) on December 31, 2005.

From and after the happening of these events, whichever occurs earlier, the Class B member shall be deemed to be a Class A member entitled to one vote for each Lot in which it holds the interest required for membership under Section 1 at that time. It is the express intent of this Section to create Class B membership for the Developer or such builder or builders as are designated by the Developer in writing for any Lots in any subsequent Additions to the Existing Property made subject to this Declaration pursuant to the provisions of ArticleI, Section 2 (a) hereof, after the happening of these events.

ARTICLE - IV PROPERTY RIGHTS AND RIGHTS OF JOYMENT OF COMMON PROPERTY

SECTION 1

Members Easement of Enjoyment, Each Member shall be entitled to the use and enjoyment of the Common Properties and facilities thereon as provided by Article V of the Declaration.

SECTION 2

Delegation. Any Member may delegate his rights of enjoyment in the Common Properties and facilities o the members of his family who reside upon The Properties or to any of his tenanis who reside thereon under a leasehold interest for a term of one year or more. Such Member shall notify the Secretary in writing of the name of any such person and of the relationship of the Member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 1 to the same extent as those of the Member.

ARTICLE - V ASSOCIATION PURPOSES AND POWERS

SECTION 1

Purposes. The Association has been organized for the purposes as set forth in Article 3 of the Articles of Incorporation, a copy of which are filed with these By-Laws.

SECTION 2

Additions. Additions to The Properties may be made only in accordance with the applicable provisions of the Declaration.

SECTION 3

Mergers. Subject to the applicable provisions of the Declaration and to the extent provided by law, the Association may participate in mergers and consolidations with other non-profit corporations organized for the same purposes

SECTION 4

Disposition of Property. The Association shall have power to dispose of its real properties only as authorized by the applicable provisions of the Declaration.

SECTION 5

Capital Stock. The Association shall not have the authority to issue capital stock.

ARTICLE - VI 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, as determined by the Board and such subsequent regular annual meeting of the Members shall be on the same day of the same month of each year thereafter at the hour of 7:00 o'clock p.m. If the day for the annual meeting of the Members is a Sunday or a legal holiday, the meeting will be held at the same hour on the first day following which is not n legal holiday.

SECTION 2

Special Meetings. Special meetings of the Members may be called at any time by the President of the Association or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (1/4) of all of the votes of the membership. No business shall be transacted nor any action taken at any such special meeting except such business or action which has been set forth in the notice of such meeting mentioned in the following Section.

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 for the purpose of such 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 entitled to cast, or of proxies entitled to cast, one-tenth ( 1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these By-Laws. Tf, however, such quorum shall not be present or represented at any meeting, the Members entitled to Vote thereat shall have the 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 be represented.

SECTION 5

Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be dated and in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot. No proxy shall extend beyond the end of the next special or annual meeting following the date of the proxy. No person may vote more than three votes by proxies of other Members.

ARTICLE - VII BOARD OF DIRECTORS SELECTION; TERM OF OFFICE

SECTION 1

Number. The affairs of this Association shall be managed by a Board of seven (7) directors, who need not be Members of the Association.

SECTION 2

Term of Office. At the first annual meeting the Members shall elect seven (7) directors for a term of one year, and at each annual meeting thereafter the Members shall elect seven (7) directors for a term of one year.

SECTION 3

Removal. A director may only he removed from the Board for good cause by a two-thirds (2/3) vote of the Members entitled to vote. In the event of the death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of the predecessor.

SECTION 4

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

ARTICLE - VIII NOMINATION AND ELECTION OF DIRECTORS

SECTION 1

Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also he made from the floor at the annual mecting by any Member. The nominating Committee shall consist of a Chairman, who shall bea 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 Memibeis, to serve front 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, Such nominations may be made from among Members or non-members.

SECTION 2

Election, Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may case, in respect to each vacancy, as many votes ns they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting nor so-called "single-shot voting� (jx., voting for fewer nominees than the number of directors to be elected) are not permitted.

ARTICLE - IX MEETINGS OF DIRECTORS

SECTION 1

Regular Meetings. Regular meetings of the Board of Directors shall be at such place and hour as may be fixed from time to time by resolution of 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 five (5) 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 ot 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.

SECTION 4

Waiver of Notice. The transaction of any business at any meeting of the Board of Directors, however, called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of the meeting.

SECTION 5

Action Without a Meeting, Any action required by law or these By-Laws to be, or which may be, taken at a meeting of the members of Directors may be taken without a meeting, iffa consent in writing, setting forth the action so taken, shall be signed by all Members or as the case may be, entitled to vote with respect to the subject matter.

ARTICLE - X POWERS AND DUTIES OF THE BOARD OF DIRECTORS

SECTION 1

Powers, The Board of Directors shall have power:

(a) To call special meetings of the Members whenever it deems necessary and it shall call a meeting at any time as provided in Article VI, Section 2;

(b) Toappoint and remove at pleasure all officers, agents, and employees of the Association, prescribe their uties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in theses By-Laws shall be construed to prohibit the employment of any Member, Officer, or Director of the Association in any capacity whatsoever;

(c) To establish, levy and assess, and collect the assessments or charges referred to in Article IIL, Section I;

(d) To adopt and publish rules and regulations governing the use of the Common Properties and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof,

(e) To suspend the voting rights and right to use of the recreational facilities ofa Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association, Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules and regulations;

(f) Toexercise 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 Declaration;

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

(h) To foreclose the lien against any property for which assessments are not paid or to bring an action at law against the owner personally obligated to pay the same, after the due date, when the Board of Directors of the Association determines such steps to be in the best interest of the Association.

ARTICLE - XI OFFICERS

SECTION 1

Enumeration of Officers. The officers shall be a president, a vice president, a secretary, and a treasurer, none of whom need be members of the Association, but the president an the secretary shall be members of the Board of Directors.

SECTION 2

Enumeration of Officers. The officers shall be a president, a vice president, a secretary, and a treasurer, none of whom need be members of the Association, but the president and

SECTION 3

Term. All officers shall hold office during the pleasure of the Board of Directors.

SECTION 4

President. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds, and all other written instruments. It shall be the duty of the president o receive complaints from Members on any matter involving Association functions, duties and activities. He shall dispose of such complaints as he deems appropriate or refer them to such other committee, director, or officer of the Association as is further concerned with the matter presented.

SECTION 5

Vice President. The vice president shall perform all duties of the president in his absence.

SECTION 6

Secretary. The secretary shall also be the secretary of the Board of Directors, shall record the votes and keep the minutes of all proceedings in a book to be kept for that purpose. He shall sign all certificates of membership. He shall keep the records of the Association, He shall record ina book kept for that purpose the names of all Members of the Association, together with their addresses as registered by such Members.

SECTION 7

Treasurer. 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, provided, however, that a resolution of the Board of Directors shall not be necessary for disbursement made in the ordinary course of business conducted within the limits of a budget adopted by the Board. The treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the president or the vice president. The treasurer shall keep proper books of account and may cause an annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year. He shall prepare an annual budget ard an annual balance sheet statement and the budget and balance sheet statement shall be presented to the membership at its regular annual meeting.

ARTICLE - XII

SECTION 1

Standing Committees. The Standing Committees of the Association shall be:

(1) The Nominations Committee

(2) The Recreation Committee

(3) The Maintenance Committee

(4) The Audit Committee

Unless otherwise provided herein, such committee shall consist of a Chairman and two or more Members and shall include two members of the Board of Directors for board contact. The committees shall be appointed by the Board of Directors prior to each annual meeting 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 such annual meeting. The Board of Directors may appoint such other committees as it deems desirable.

SECTION 2

Nominations Committee. The Nominations Committee shall have the duties and functions described in Article VIM.

SECTION 3

The Recreation Committee. The Recreation Committee shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines.

SECTION 4

The Maintenance Committee. The Maintenance Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Common Properties and facilities of the Association, and shall perform such other functions as the Board, in its discretion, determines.

SECTION 5

The Audit Committee. The Audit Committee shall supervise the annual audit of the Association's books and approve the annual budget and balance sheet statement to be presented to the membership at its regular annual meeting as provided in Article XI, Section 7. The treasurer shall be an ex officio member of the committee.

SECTION 6

Subcommittees. With exception of the Nominations Committee each committee shall have power to appoint a subcommittee from among its membership and may delegate to any such subcommittee any of its powers, duties and functions.

ARTICLE - XIII PROXIES

SECTION 1

Use of Proxies. At all corporate meetings of Members, each Member may vote in person orby proxy.

SECTION 2

Duration of Proxies. All proxies shall be dated, in writing and filed with the secretary.INo proxy shall extend beyond the end of the next special or annual meeting following the date of the proxy and every proxy shall automatically cease upon sale of the member of his Lot. No person may vote more than three votes by proxies of other Members.

ARTICLE - XIV BOOKS AND PAPERS

SECTION 1

Inspection. The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any member.

ARTICLE - XV CORPORATE SEAL

SECTION 1

Form of Seal. The Association shall have a seal in circular form having within its circumference the words: "The Glen at City View Farms Homeowners Association or an abbreviation thereof approved by the directors.

ARTICLE - XVI AMENDMENTS

SECTION 1

Amendment by Vote. These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of each class of Members present in person or by proxy, provided that those provisions of these by-Laws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law and provided further that any matter stated herein to be or which is in fact governed by the Declaration may not be amended except as provided in such Declaration.

SECTION 2

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