BY-LAWS

OP

CHARLTON CROSSING HOMEOWNERS ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

The name of the corporation is CHARLTON CROSSING

HOMEOWNERS ASSOCIATION, INC. (hereinafter referred to as the"Association"). The principal office of the corporation shall belocated at Benchmark United, Inc., 5690 Parkway South,Douglasville, Douglas County, Georgia 30135, but meetings ofmembers and directors may be held at such places within the Stateof Georgia, County of Douglas, as may be designated by the Board of

Directors.

ARTICLE II

DEFINITIONS

Section 1 ♦ "Association" shall mean and refer toCharlton Crossing Homeowners Association, Inc., its successors and

assigns.

Section 2. "Properties" shall mean and refer to thatcertain real property described in the Declaration of Covenants,Conditions and Restrictions, and such additions thereto as mayhereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real Propertyowned by the Association for the common use and enjoyment of tne

Owners.

Section 4. "Lot" shall mean and refer to any plot ofland shown upon any recorded subdivision map of the Properties withthe exception of the Common Area.

section 5. "Owner" shall mean and refer to the record

contract sellers, but excluding those having such interest merelyas security for the performance of an obligation.

Sections "Declarant" shall mean and refer to Benchmark

sast SSsnssr 32.-=ȣss stemDeclarant for the purpose of development.

fiction 7. "Declaration" shall mean and refer•to.theDeclaration of Covenants, Conditions and Restrictions applicable to

the properties recorded in the Office of the Clerk of the Superior

Court of Douglas County, Georgia.

Section 8. "Member11 shall mean and refer to those

persons entitled to membership as provided in the Declaration.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting ofthe members shall be held within one year from the date ofincorporation of the Association, and each subsequent regular

annual meeting of the members shall be held on the same day of thesame 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 legalholiday, 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 themembers may be called at any time by the President or by the Boardof Directors, or upon written request of the members who are

entitled to vote one-fourth (1/4) of all of the votes of the Class

A membership.

Section 3. Notice of Meetings. Written notice of eachmeeting of the members shall be given by, or at the direction of,the secretary or person authorized to call the meeting, by mailinga copy of such notice, postage prepaid, at least fifteen (15) daysbefore such meeting to each member entitled to vote thereat,

addressed to the member's address last appearing on the books ofthe Association, or supplied by such member to the Association forthe purpose of notice. Such notice shall specify the place, dayand 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-ter.th(1/lOth) of the votes of each class of membership shall constitutea quorum for any action except as otherwise provided in theArticles 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 toadjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum as aforesaid shall be

present or represented.

Section 5. Proxies. At all meetings of members, eachmember may vote in person or by proxy. All proxies shall be inwriting and filed with the secretary. Every proxy shall be

revocable and shall automatically cease upon conveyance by themember of his Lot.

ARTICLE IV

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Associationshall be managed by a Board of three (3) directors, who need not bemembers of the Association.

section 2. Tarn, of Office. At the first annual meeting,

the members shall elect one (1) director for a term of one lyear, one (1) director for a term of two (2) years, and one (1)director for a term of three (3) years; and at each annual meetingthereafter the members shall elect one (1) director for a term of

three (3) years.

section 3. Removal. Any director may be removed fromthe Board, with or without cause, by a majority vote of the membersof the Association. In the event of death, resignation or removalof a director, his successor shall be selected by the remainingmembers of the Board and shall serve for the unexpired term of his

predecessor.

action 4. Compensation. No dir^tor shau receivecompensation for any service he may render to the Association.However? any director may be reimbursed for his actual expensesincurred in the performance of his duties.

Section 5- Action Taken Wi^""i- « Meeting. Thedirectors shall have the right to take any action in *^ aMence ofa meeting which they could take at a meeting by obtaining thewritten approval of all the directors. Any action f? approvedshall have the same effect as though taken at a meeting of thedirectors.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Q~«.i«n i. Nomination. Nomination ** |^Board of Directors shall be made by a Nominating

SSKSSl. The Nominating Committee snail

ann^al'^tini?1119^ NSminatSg^m^ittee shall make as many

3