Carrollwood Lakes

Exhibit "D"

Jul 06, 2001

BY-LAWS OF THE CARROLLWOOD LAKES HOMEOWNERS ASSOCIATION, INC.

Article 1
NAME AND LOCATION.
The name of the corporation is The Carrollwood Lakes Homeowners Association, Inc., hereinafter referred to as the ?“Association?”.
The principal office of the corporation shall be located at 6000 Poplar Avenue, Memphis, Tennessee 38119, but meeting of member and directors may be held at such places within the State of Tennessee, County of Shelby, as may be designated by the Board of Directors.


Article II
DEFINITIONS.

2.01 ?“Association?” shall mean and refer to The Carrollwood Lakes Homeowners Association, Inc., its successors and assigns.
2.02 ?“Properties?” shall mean and refer ti that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
2.03 ?“Common Areas?” shall mean all real property owned by the Association for the common use and enjoyment of the Owners.
2.04 ?“Lot?” shall mean and refer to any plot of land designated for the development of a single family residence as shown upon any plat, recorded or to be recorded, subdividing the Properties.
2.05 ?“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, including contract security for the performance of an obligation.
2.06 ?“Declarant?” shall mean and refer to Great American Homes, Inc., its specific successors and assigns as designated in a document placed of record in the Register?’s Office of Shelby County, Tennessee, which designates such successors and assigns as he party or parties succeeding to the rights of the Declarant hereunder.
2.07 ?“Declaration?” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Register of Shelby County, Tennessee.
2.08 ?“Member?” shall mean and refer to those persons entitled to membership as provided in the Declaration.

Article III
MEETING OF MEMBERS.

3.01 Annual Meetings. The organizational meeting of the members shall be held within one (1) year from the date if 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 8:00 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
3.02 Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-tenth (1/10) of all of the votes of the entire membership.
3.03 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 fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member?’s address last appearing in 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.
3.04 Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, thirty percent (30%) of the votes of each class of membership shall constitute a quorum of any action except as otherwise provided in the Article of Incorporation, the Declaration, or these By-Laws. If, 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.
3.05 Proxies.At all meetings of members, each member may vote on 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.

Article IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE.

4.01 Number. The affairs of this Association shall be managed by a Board of three (3) Directors, who need not be members of the Association.
4.02 Term of Office. At the organizational meeting, the Declarant shall appoint the directors who shall serve until the ?“Change Date?”. The ?“Change Date?” shall be the earlier of (a) the date in which all of the Properties have been subdivided or conveyed to the Associations as Common Areas, or (b) the third anniversary of the organizational meeting. At the first annual meeting after the Change Date, the members shall elect one (1) director for a term of one (1) year, one director for a term of two (2) years, and one (1) director for a term of three (3) years; and at each annual meeting thereafter the members shall elect directors for a term of one (1) year.
4.03 Removal. After the Change Date, any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. 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.
4.04 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.
4.05 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 a meeting of the directors.

Article V.
Nomination and Election of Directors.

5.01 Nomination. After the Change of Date, 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 (2) 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 no the less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
5.02 Election. After the Change of Date, election of the Board of Directors shall be by secret written ballot. At such election, the members of each class of membership or their proxies may cast, in respect to each vacancy, as many vote as they are entitled to exercise under the provisions of the Declaration. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Article VI.
Meeting of Directors.
6.01 Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly without notice, 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 not a legal holiday.
6.02 Special Meeting. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two (2) directors, after not less than three (3) days?’ notice to each director.
6.03 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 VII.
Powers and Duties of the Board of Directors.

7.01 Powers:
The Board of Directors shall have power to:
(a) adopt and publish rules and regulation governing the use of the Common Area 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 recreational facilities of a member during any period in which such member shall be in default in th epayment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for each 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 Declaration.
(d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

7.02
Duties

Is 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 statement is requested in writing by one-tenth (1/10) of all members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly preformed.
(c) As more fully provided in the Declaration, to:
(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) day after 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 not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association.
(f) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) Cause the Common Area to be maintained.

Article VIII
Officers and Their Duties.

8.01 Enumeration of Offices. Their officers of this Association shall be a president, a secretary, and a treasures, and such other officers as the Board may form time to time by resolution create.
8.02 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.
8.03 Term. The officers of this 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.
8.04 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, have such authority and perform such duties as the Board may, from time to time, determine.
8.05 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.
8.06 Vacancies. A vacancy in any office may be filed by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
8.07 Multiple Offices. The off ices of secretary and treasurer, may be held by the same person. No person shall simultaneously hold more than one or any of the other offices except in the case of special offices created pursuant to Section 8.04 of this Article.
8.08 Duties.
The duties of the officers are as follows:
(a) President. 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 all checks and promissory notes.
(b) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(c) 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; shall sign all 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 represented to the membership at its regualr annual meeting, and deliver a copy of each to the members.

Article IX.
Indemnification.

The association shall indemnify any person who was or is a party, or is threatened to be made a party, or is threatened to be made a party, to any pending or completed action, suit or proceeding, whether civel, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a director or officer of the Association, against expenses (including attorney?’s fees), judgements, fines and amounts paid in settlement actually and reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association, unless and only to the extent that the Chancery Court of Shelby County, Tennessee, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. To the extent that a director or officer of the Association had been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney?’s fees) actually and reasonable incurred by him in connection therewith.

Any indemnification under this Article (unless orders by a court) shall be made only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth herein. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum if disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the members of the Association.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association, in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon a secured receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized herein.

This indemnification provided by this Article shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of the members of the Association, or disinterested directors, or otherwise, both as to an action in his official capacity and as to an action in another capacity while holding office, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Article X.
Committees.

The Association shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall apoint other 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 time, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation, and the By-Laws of the Association shall be available for the 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 Declaration, 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 tot he amount of such assessments provided for herein by non-use o the Common Area or abandonment of his Lot.

Article XIII.
Corporate Seal.

The Association shall not have a seal unless the Board of Directors elects otherwise.

Article XIV
Amendments.

14.01 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 members present in person or by proxy.
14.02 In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws or the Articles of Incorporation, the Declaration shall control.

Article XV.
Miscellaneous.

The fiscal year of the Association shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of every year, except that the first fiscal year shall begin on the date of incorporation.