Bylaws of the Single Family Subassociation of Cool Springs
(hereinafter referred to as the “corporation”)

Protective Covenants & Owners Subassociation for the Single Family Residential Development at Cool Springs Recorded January 8, 2007.

These bylaws shall regulate the affairs of the corporation, subject to the provisions of the corporation’s charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Tennessee Code Annotated Section 48-51-101, et seq. The corporation was created pursuant to the Supplemental Declaration of Protective Covenants and Owners Subassociation for the Single Family Residential Development at Cool Springs (hereinafter referred to as the “Declaration”), for which Cool Springs Real Estate Associates, L.P., is the declarant (hereinafter referred to as the “Declarant”), and these bylaws are also subject to the provisions of the Declaration. The Declaration is of record in Book 1335, Page 632, Register’s Office for Williamson County, Tennessee. The Declaration creates a subassociation under the Declaration of Protective Covenants and Owners Association for Cool Springs East Side (hereinafter referred to as the “Master Declaration”), which is of record in Book 1235, Page 725, Register’s Office for Williamson County, Tennessee.

Article I

Offices And Registered Agent

1.01 Registered Office. The corporation shall designate and continuously maintain a registered office in the State of Tennessee.

1.02 Principal Office. The principal office of the corporation shall be that which is designated as such in its charter or at such other place as may be designated by the board of directors.

1.03 Other Offices The Corporation may also have other offices within and without the State of Tennessee at such places as the board of directors may from time to time determine.

1.04 Registered Agent The corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office.

Article II

Members

2.01 Members And Voting. The members shall be the Declarant and all subsequent Owners (as defined in the Master Declaration) of a Site (as defined in the Master Declaration). Each Person (as defined in the Master Declaration) who is the record owner of a fee or undivided interest in any Site shall be deemed to have a membership in the corporation, but the forgoing is not intended to include Persons who hold an interest merely as security for the performance of an obligation, and the giving of a security interest shall not terminate the Owner’s membership. No Owner, whether one or more Persons (as defined in the Master Declaration) shall have more than one membership per site. Membership shall be appurtenant to and may not be separated from ownership of any Site, and such membership shall automatically pass with fee simple title to the Site. The rights and privileges of membership, including the right to vote and hold office, may exercised by a member or a member’s spouse, but in no event shall more than one vote be cast nor office held for each Site owned. When more than one person holds an interest in a Site, all such Persons shall be members, and the vote for such Site shall be exercised among as they themselves shall determine, but in no event shall more than one vote be cast with respect to any Site. When one or more co-owners signs a proxy or purports to vote for his or her co-owners, such vote shall be counted unless one or more of the other co-owners is present and object to such vote, or if not present, submits a proxy or objects in a written instrument delivered to the secretary before the vote is counted. If co-owners disagree as to the vote, each co-owner will be entitled to a fractional vote equal to his or her fraction of ownership. As provided in Article VI, Section 1, of the Declaration, the corporation may suspend the voting rights of a member for any period during which any assessment under the Declaration against the member’s Site remains unpaid.

2.02 Quorum. The presence in person or by proxy at any meeting of the members of 10% of the members (34 owners), in response to notice to all members, shall constitute a quorum. Unless otherwise expressed provided herein, any action may be taken at any meeting of the members upon the affirmative vote of members entitled to cast a majority of the votes which are represented at such meeting.

2.03 Annual Meeting. There shall be an annual meeting of the members on the 4th Tuesday of April at such reasonable place or other time (but not more than 60 days before or after such date) as may be designated by written notice by the board delivered to the members not less than 15 days prior to the date fixed for said meeting.

2.04 Special Meeting. Special meetings of the members may be held at any time and at any reasonable place to consider matters which, by the terms hereof, require the approval of all or some of the members or for any other reasonable purpose. Special meetings may be called by a majority of the board, or by at least 10% of the members by written notice, delivered to all members not less than 30 days prior to the date fixed for said meeting. The notice shall specify the date, time, and place of the meeting, and the matters to be considered.

Article III

Board of Directors

3.01 General Powers And Qualifications. All corporate powers of the corporation shall be exercised by and under the authority of, and the affairs of the corporation shall be managed under the direction of, the board of directors. The board shall enforce the provisions of the Declaration and shall carry out all duties of the corporation under the Declaration, including but not limited to engaging managers, preparing a Budget (as that term is defined in the Declaration), levying Assessments (as that term is defined in the Declaration), promulgating the Rules and Regulations (as that term is defined in the Declaration) and appointing a Design Review Committee (as that term is defined in the Declaration). All directors shall be natural persons and shall be at least eighteen years of age. Subject to Section 3.02, all directors shall be either (a) a member, (b) a member of the household of a member, or (C) the nominee of an entity, other than a natural person, that is a member.

3.02 Number of Directors. The Board of Directors shall be composed of five directors. However, pursuant to the Declaration, until such time as the Declarant is the owner of less than 10 Sites in the Single Family Subassociation Area, as that term is defined in the Declaration), the number of directors shall be three, and the Declarant shall have the right to appoint all three of such directors, who need not be members. When the Declarant is no longer the owner of at least 10 Sites, the board shall be elected at a special meeting called for that purpose, and the board members shall serve until the next annual meeting of the members.

3.03 Election and Tenure. Except as set forth in Section 3.02, directors shall be elected by the members of the corporation at the annual meeting of the members. At the first annual meeting of the members, two directors shall be elected for a term of three years, two directors shall be elected for a term of two years and one director shall be elected for a term of one year. Thereafter, each board member shall be elected for a term of three years. Each director shall serve until such director’s successor is elected and qualified, or until such director’s death, disqualification, resignation or removal. At least 30 days before the annual meeting of the members, the board shall elect a nominating committee of not less than two members, none of whom shall be members of the board) which committee shall recommend to the annual meeting one or more nominees for each board position. Nomination may also be made by a petition filed with the Secretary at least seven days prior to the annual meeting, which petition shall be signed by at least five members and by the nominee, indicating his or her willingness to serve. The members of the board shall serve without compensation but shall be entitled to be reimbursed for reasonable expenses incurred in the performance of their duties.

3.04 Regular Meetings. The annual meeting of the board shall be held immediately following the annual meeting of the members. Regular meetings of the board of directors may be held without notice at such time and place the board of directors shall determine from time to time.

3.05 Special Meetings. Special meetings of the board of directors may be called by the president or any two directors.

3.06 Notice of Meetings. Except as otherwise provided by these bylaws, the notice requirements for meetings are as follows:

(a) Regular meetings of the board of directors may be held without notice.

(b) Special meetings of the board of directors must be preceded by at least two day’s notice to each director of the date, time, and place, but not the purpose, of such special meeting.

(c) Notwithstanding the provisions of Sections 3.06 (a) and 3.06 (b) hereinabove, any action by the board to approve a matter that would require approval by the members of the corporation shall be preceded by at least seven days written notice to each director that the matter will be voted upon at a therein specified meeting of the board of directors, unless such notice is waived pursuant to the provisions of Sections 3.07 or 6.04 herein below.

(d) Notice of any adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not excel one month in any one adjournment.

3.07 Waiver of Notice of Meeting If a director attends or participates in a meeting, such director waives any required notice to such director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.08 Quorum And Voting. A quorum of the board of directors consists of a majority (but no fewer than two) of the directors then in office before a meeting begins. If a quorum is present when a vote is taken, then the affirmative vote of a majority of the directors present is the act of the board of directors, except as otherwise provided in these bylaws.

3.09 Vacancy. If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal of a director with or without cause. (a) The board of directors may fill the vacancy; or (b) If the directors remaining in office somehow constitute fewer than a quorum of the board, then they may fill the vacancy by the affirmative vote of a majority of all directors remaining in office.

3.10 Removal of Director Without Cause. The members may remove any director without cause by the affirmative vote for such removal of two-thirds of the members who are in attendance or represented at any special meeting duly called for such purpose.

3.11 Action Without Meeting. Action that is required or permitted to be taken at a meeting of the board of directors may be taken without such a meeting if all the directors consent to taking such action without a meeting. If all the directors so consent, then the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting shall be the action of the board, except as otherwise provided in these bylaws. Such consents shall describe the action taken, be in writing, be signed by each director entitled to vote, indicate each signing director’s vote or abstention on the action, and be delivered to the secretary of the corporation and included in the minutes filed with the corporate records.

3.12 Indemnification. With respect to claims or liabilities arising out of service as a director of the corporation, the corporation shall indemnity and advance expenses to each present and future director in accordance with the indemnification provisions set forth in the chart4er and the Declaration.

Article IV

Officers

4.01 Required Officers. The officers of the corporation shall be a president, a vice president, a secretary, a treasurer and such other officers as may from time to time be elected or appointed by the board of directors. Except for the offices of president and secretary, the same individual may simultaneously hold more than one office in the corporation.

4.02 Election. Each year at the annual meeting of the board of directors held as specified in Section 3.04 hereinabove, the board shall elect officers of the corporation by a majority vote of those directors present, provided a quorum exists. The officers shall serve without compensation but shall be entitled to be reimbursed for reasonable expenses incurred in the performance of their duties.

4.03 Term Of Office. The officers of the corporation shall hold office for one year or until their successors are chosen and qualify in their stead; subject, however, to the right and authority o0f the board of directors to remove any officer at any time with or without cause.

4.04 Powers And Duties of Officers. The powers and duties of the officers of the corporation shall be as follows:

(a) President. The president shall be the chief executive officer of the corporation, shall have general and active management of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect; subject, however, to the right of the board of directors to delegate any specific powers, unless exclusively conferred upon the president by law, to any other officers of the corporation.

(b) Vice President. The vice president shall have such powers and perform such duties as may be assigned to the vice president by the board of directors or the president. In the absence or disability of the president, the vice president shall perform the duties and exercise the powers of the president. The vice president may sign and execute contracts and other obligations pertaining to the regular course of the vice president’s duties.

(c) Secretary. The secretary shall attend all meetings of the board of directors of the corporation and shall be responsible for preparing the minutes of such meetings. The secretary shall be responsible for the care and custody of the minute book of the corporation and for authenticating records of the corporation. It shall be the secretary’s duty to give or cause to be given notice of all meeting of the board of directors. The secretary shall also perform such other duties as may be assigned to the secretary by the board of directors or the president, under whose supervision the secretary shall act. If the secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take such minutes, then the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes thereof.

(d) Treasurer. The treasurer shall have custody of the corporation funds and securities, shall keep full and accurate account of receipts and disbursements in the appropriate corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the corporation in such financial institutions as may be designated by the board of directors, and shall render to the president and board of directors, at any time they may require, an account of the treasurer’s transactions as treasurer and of the financial condition of the corporation.

4.05 Removal. The board of directors may remove any officer at any time with or without cause.

4.06 Vacancies. Any vacancies occurring in the offices of the president, vice president, secretary or treasurer shall be filled by the board of directors as soon as practicable. Vacancies in other offices may be filled at the discretion of the board of directors.

4.07 Delegation Of Powers and Duties In case of the absence of any officer of the corporation, or for any reason that the board of directors may deem sufficient, the board of directors may delegate the powers of such officers to any other officer or to any director for the time being.

4.08 Indemnification. With respect to claims or liabilities arising out of service as an officer of the corporation, the corporation shall indemnify and advance expenses to each present and future officer in accordance with the indemnification provisions set forth in the charter and the Declaration.

Article V

Records and Reports

5.01 Corporate Records. The corporation shall keep as permanent records minutes of all meetings of its board of directors, a record of all action taken by the board of directors without a meeting, and appropriate accounting records.

5.02 Records at the Principal Office. The corporation shall keep at all times a copy of the following records at its principal office:

(a) Its charter or restated charter and all amendments thereto;

(b) These bylaws and all amendments thereto;

(c) A list of the names and business or home addresses of its current directors and officers; and

(d) The most recent annual report delivered to the Tennessee Secretary of
State.

5.03 Annual Financial Statements. The corporation shall prepare annual financial statements that include a balance sheet as the end of the fiscal year, an income statement for that year, and such other information necessary to comply with the requirements of the applicable provisions of the Tennessee Nonprofit Corporation Act.

Article VI

Miscellaneous Provisions

6.01 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

6.02 No Seal. The corporation shall have no seal.

6.03 Notices. Whenever notice is required to be given to members, directors or officers, unless otherwise provided by law, the charter or these bylaws, such notice may be given in person, or by telephone, by facsimile or other form of wire or wireless communications, or by mail or private carrier. If such notice is given by mail, return receipt requested, and addressed to the respective address that appears for each such person on the books of the corporation. Notice to one or more co-owners of a Site shall constitute notice to all co-owners. It shall be the obligation of every member to immediately notify the secretary of any change of address. Written notice shall be deemed to have been given at the earliest of the following:

(a) When received;

(b) Five days after its deposit in the United States mail if sent first class, postage prepaid; or

(c) On the date of the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee.

6.04 Waiver of Notice. Whenever any notice is required to be given under the provisions of any statute, or of the charter or these bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon, and delivered to the secretary of the corporation and included in the minutes or corporation records, shall be deemed equivalent thereto.

6.05 Negotiable Instruments. All checks, drafts, notices or other obligations of the corporation shall be signed by such of the officers of the corporation, or by such other persons, as may be authorized by the board of directors.

6.06 Deposits. The monies of the corporation may be deposited in the name of the corporation in such banks or financial institutions as the board of directors shall designate from time to time and shall be drawn out by checks signed by the officers or persons designated by resolution adopted by the board of directors.

6.07 Conflict. In the event of any conflict between these bylaws and the Declaration, the Declaration shall control.

6.08 Nonwaiver. No covenants, restrictions, conditions or obligations or provisions of the Declaration or these bylaws shall be deemed to have been waived by reason of failure to enforce the same.

6.09 Parlimentary Rules. Robert’s Rules of Order (latest edition) shall govern the conduct of meetings of members and directors when not in conflict with these bylaws or other such rules adopted by the Board.
 

Article VII

Amendment Of Bylaws

7.01 Amendment. By a vote of at least 67% of the members present or represented at a meeting duly called for that purpose, these bylaws may be amended. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws, and shall contain or be accompanied by a copy or summary of the proposed amendment or state the general nature thereof.