BYLAWS

OF

Corinth Hills Homeowners Association, Inc.

ARTICLE I — NAME

The name of the corporation shall be: Corinth Hills Homeowners Association, Inc. (the “Association”).

ARTICLE II — PURPOSES

The purposes of the Association are to engage in projects that unite the property owners and residents of Corinth Hills subdivision by enhancing communication among neighbors, promote physical safety and protect property values, and generally serve the well-being and best interests of the association’s members. Such purposes are neighborhood and community enhancement purposes defined in accordance with (insert legal references and applicable laws.) Purposes include: (1) participating in the Gwinnett County C.O.P.S. program, (2) representing the interest of the Association in Community Improvement Districts (CID) such as the Highway 78 CID, (3) engaging in such other activities that are within the scope of (insert and legal entitlements of an association of our nature.) The Corporation shall have all those general powers specified in (insert legal references), including the power to do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes set forth herein, provided the same not be forbidden by the laws of the State of Georgia.

ARTICLE III

OFFICES

3.1 Principal Office. The Association may have offices at such place or places as the Board of Directors may from time to time appoint, or the business of the Association may require or make desirable.

3.2 Registered Office. The Association shall have and shall continuously maintain in the State of Georgia a registered office and a registered agent at such registered office, as required by the (insert legal reference) Code. The registered office may be, but need not be, identical with the principal office, and the address of the office may be changed from time to time by the Board of Directors.

ARTICLE IV

MEMBERSHIP

4.1 Membership in the Corporation shall be amended to constitute two classes:

4.1.1 Full Membership is available to persons who own residential properties located within the boundaries of the Corinth Hills subdivision, and have paid current dues in the amount determined by the Board. Paid-current Full Memberships have full voting privileges (one vote per household) on all matters brought before the membership, and are eligible to serve as officers and/or members of the board of directors of the Association.

4.1.2 Associate Membership is available to persons who rent properties within the boundaries of the Corinth Hills subdivision. Associate members are entitled to participate in all functions of the Association except voting and holding official positions. Associate memberships do not have voting privileges, nor can they serve as officers or members of the board of directors of the Association.

ARTICLE V

DIRECTORS

5.1 General Powers. Except as otherwise provided by the Articles of Incorporation, the business of the Association shall be managed by its Board of Directors. The Board of Directors shall have authority to engage such employees, consultants, contractors, etc., as it may deem necessary and proper to carry out the purposes of the Association as set forth in the Articles of Incorporation provided, however, that the Board of Directors and its designees shall abide by all fiduciary responsibilities under the laws of the State of Georgia. In addition to the powers and authority by these Bylaws expressly conferred upon it, the Board of Directors may exercise all such powers of the Association, and do all such lawful acts and things as are not prohibited by law, by the Articles of Incorporation, or by these Bylaws.

5.2 Initial and Regular Boards of Directors. The incumbent directors of the Association include Frances D. Smith (president), James L. Kwater (first Vice-President), Martin Weingarten (Second Vice-President), Jane Wright (Secretary), and Rene Robbins-Grevious (Treasurer). The terms of office for succeeding directors/officers, as duly elected by a majority of the membership at the 2006 annual meeting of the Association, will commence concurrent with the effective implementation of these by-laws.

5.3 Number, Election and Term of Office. The Board of Directors shall be comprised of five members. The term of office for each director shall be two years and shall commence from January 1 until December 31. A director may serve more than one term for an unlimited number of terms provided said director is duly elected by the membership. The election of Directors shall be held at the Association’s annual meeting or a meeting held for this purpose.

5.4 Vacancies. If any vacancy shall occur among the Directors by reason of death, resignation, incapacity to serve, increase in the number of Directors, or otherwise, the remaining Directors shall continue to act, and such vacancy shall be filled by the affirmative vote of a majority of the remaining Directors.

5.5 Compensation. Directors shall not be compensated for serving in the capacity of Director, but may be reimbursed for their out-of-pocket expenses incurred in carrying out the business and affairs of the Association. The immediately preceding sentence shall not be construed to preclude any Director from serving the Association in any other capacity and receiving reasonable compensation therefore as approved by the Board of Directors.

5.6 Conflict of Interest. No Director shall participate in any decision involving any firm, organization, or institution with which such Director has any direct or indirect relationship.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

6.1 Regular Meetings. The Board of Directors shall meet no less than four times per year.

6.2 Special Meetings and Notice. Special meetings of the Board of Directors may be held at any time upon call of the Chair of the Board or the written request of at least three (3) members of the Board of Directors on not less than forty-eight (48) hours notice by mail, electronic mail, or facsimile to each Director. Any such special meeting shall be held at such time and place as shall be stated in the notice of meeting.

6.3 Annual Meeting. An annual meeting of the Board of Directors shall be held in the fourth quarter of each year at such time and place as may be designated by the Chair of the Board. Written notice of the time and place of such annual meeting shall be sent to all members of the Board of Directors at least two (2) weeks in advance of such annual meeting. The election of officers, final reports and any matters of business to be completed before the following fiscal year shall be addressed.

6.4 Statement of Purpose of Special Meeting. A notice of a special meeting of the Board of Directors must state the general purposes thereof. Notice of any other meeting need not state the purpose thereof.

6.5 Waiver of Notice. Any member of the Board of Directors may waive the receipt of notice of a meeting by written waiver whether executed before or after the time stated for the meeting. Attendance by any member of the Board of Directors at a meeting shall constitute a waiver of notice of such meeting except when a Director attends a meeting and expressly objects to the transaction of any business because the meeting was not lawfully called.

6.6 Quorum and Vote Required for Action. At all meetings of the Board of Directors, the presence of a majority of the Directors then in office shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the official act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation or by these Bylaws. Once a quorum is established to organize a meeting, it shall not be broken by the subsequent withdrawal of any Director present. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting from time to time until a quorum can be constituted. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken. No proxy voting shall be allowed.

6.7 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by a majority of the members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a meeting vote of the Board of Directors or committee.

6.8 Participation in Meetings Other Than in Person. Directors may participate in a meeting of the Board of Directors by any means of communication, to include teleconferencing. Participation in a meeting in such manner shall constitute presence in person at such meeting, provided, however, that any action approved at a meeting conducted via teleconferencing shall also be approved by written consent of a majority of the Board of Directors.

ARTICLE VII

COMMITTEES

7.1 Executive Committee All members of the Board of Directors shall serve on the executive committee.

7.2 Other Committees The Board of Directors, by resolution adopted by a majority of the entire Board, may designate one or more additional committees. Each such committee shall consist of at least two Directors of the Association, shall be established by name, shall have, and may exercise, such powers of the Board of Directors in the management of the business and affairs of the Association.

7.3 Removal, Vacancies, Dissolution The Board of Directors shall have power at any time to remove any member of any committee (except the Executive Committee), with or without cause, and to fill vacancies in and to dissolve any such committee.

ARTICLE VIII

OFFICERS

8.1 Number and Term The officers of the Association shall be elected by the general membership at its regular annual meeting. The officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer. Election of each officer by the membership shall constitute membership on the Board of Directors. There may be, in addition, such additional and/or assistant officers as may be appointed from time to time by resolution of the Board of Directors. Two or more offices may be held by the same person. Each officer shall serve for a period of one year, or until his successor is duly elected.

8.2 President The President shall be the chief executive officer and chief operating officer of the Association. The President shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless the Board of Directors, in constituting such committees, shall designate or elect some other person to be the chair thereof. The President shall execute such documents as may require the Association’s official signature, and shall have the responsibility for the general supervision of the affairs of the Association. The President shall also have such other duties as the Board of Directors shall designate.

8.3 First Vice-President In the absence of the President, the First Vice-President shall serve as chief executive officer of the Association. The First Vice-President shall, in the absence of the President, preside at all meetings of the Board of Directors and discharge the duties of a presiding officer, and shall perform whatever other duties the Board of Directors may from time to time prescribe.

8.4 Second Vice-President The Second Vice-Chair shall, in the absence of the President and the First Vice-President, preside at all meetings of the Board of Directors and discharge the duties of a presiding officer, and shall perform whatever other duties the Board of Directors may from time to time prescribe.

8.5 Secretary The Secretary shall keep a fair record of the proceedings of the Board of Directors and of the Executive Committee, and be the custodian of the books, records, papers and minutes of the meetings of the Board of Directors, Executive Committee, the general membership, and also of such documents as may be committed to the Secretary. The Secretary shall see that all notices are duly given in accordance with law and these Bylaws, and that all reports, statements and other documents required by law are properly executed, kept and filed.

8.6 Treasurer The Treasurer shall be the chief financial and accounting officer of the Association shall have the control and responsibility over all funds, securities and other property of the Association, and shall deposit all funds belonging to the Association under the Treasurer’s control, and responsibility in such banks, or trust companies, as from time to time may be designated by the Board of Directors. Said funds may be withdrawn only in accordance with resolutions which may be adopted from time to time by the Board of Directors. The Treasurer shall cause correct and adequate records to be kept of all financial affairs of the Association. The Treasurer shall cause to be prepared and published on a timely basis an annual report of the financial position and of all income and disbursements of the Association, a copy of which report shall be given to each Director.

8.7 Other Duties Each officer shall perform such other duties as from time to time may be delegated by the Board of Directors, the Executive Committee or the President.

8.8 Compensation Members of the Board of Directors or officers of the Association shall receive no compensation from the Association. Said persons serve strictly on a volunteer basis. .

8.9 Election of Replacement In the case of the death, resignation, removal, or permanent disability of any officer, a new officer shall be elected by a majority of the Board of Directors, and shall serve the remaining term of the position being succeeded.

ARTICLE IX

REMOVAL AND RESIGNATION

9.1 Removal of Director Any Director of the Association may be removed at any time, with or without cause, by an affirmative vote of two-thirds of the full Board of Directors.

9.2 Removal of Officer Any officer of the Association may be removed at any time with or without cause, by resolution duly adopted by a majority of all persons elected and then serving as Directors.

9.3 Resignation Any Director or officer of the Association may at any time, resign such position by giving, in writing, notice of resignation to the Secretary of the Association. Such resignation shall take effect at the time it specifies or, if no time is specified, at the time of receipt by the Secretary. No action by the Board of Directors shall be necessary to cause a resignation to be effective.

ARTICLE X

EXPENDITURES AND LOANS

10.1 Loans. To the extent permitted by law, and in accordance with the resolutions adopted from time to time by the Board of Directors, the Association may effect loans and advances at any time from any bank, trust company or other financial institution, or from any firm, corporation or individual, and for such loans or advances that may be made, execute and deliver promissory notes, or other obligations of the Association, and may pledge, hypothecate or transfer any securities or other property of the Association as security for any such loans or advances.

10.2 Expenditures In addition to such items already approved in the Association’s annual budget, the Director(s), officer(s), or employee(s) of the Association may be authorized to expend funds of the Corporation in excess of the annual budget in accordance with resolutions adopted from time to time by the Board of Directors.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

11.1 Purpose This Article is intended to provide the broadest indemnification to the Association’s Directors, officers, employees and agents authorized and permitted by the Georgia (legal reference) Code.

11.2 Right of Indemnification and Standards of Conduct Every person (and the heirs and legal representatives of such person) who is or was a Director, officer, employee or agent of the Association or any other corporation, partnership, joint venture, trust or other enterprise of which he or she served as such at the request of the Association, may in accordance with Section 3 of this Article XI be indemnified for any expenses and other liabilities that may be incurred by him or her in connection with or resulting from any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (provided, however, that indemnification hereunder shall be limited to expenses arising under actions, suits or proceedings brought by or in the right of the Association), or in connection with any appeal relating thereto, in which he or she may become involved, as a party or prospective party or otherwise, by reason of his or her being or having been a Director, officer, employee or agent of the Association or such other association, corporation, partnership, joint venture, trust or other enterprise, or by reason of any action taken or not taken in such capacity or as a member of any committee appointed by the Board of Directors of the Association to act for, in the interest of, or on behalf of the Association, whether or not he or she continues to be such at the time such expenses or other liabilities shall have been incurred; provided, however, such person acted in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, in the case of any action, suit or proceeding brought by or in the right of the Association, in good faith and, in addition, with respect to any criminal action or proceeding, such person did not have reasonable cause to believe that his or her conduct was unlawful. As used in this Article, the terms “expenses” and “other liabilities” shall be limited to those expenses or other liabilities actually and reasonably incurred, including, but not limited to attorneys’ fees and disbursement expenses and amounts of judgments, fines or penalties, and amounts paid in compromise or settlement by a Director, officer, employee or agent. The termination of any claim, action, suit or proceeding, by judgment, order, compromise, settlement (with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a Director, officer, employee or agent did not meet the standards of conduct set forth in this Section.

11.3 Determination of Right of Indemnification. Every person (and the heirs and legal representatives of such person) referred to in Section 2 of this Article XI who has been wholly successful, on the merits or otherwise, with respect to the defense of any claim, action, suit or proceeding of the character described in Section 2 hereof shall be entitled to indemnification as of right without any further action or approval by the Board of Directors. Except as provided in the immediately preceding sentence, any indemnification under Section 2 next above shall be made at the discretion of the Association, but only if (a) the Board of Directors, acting by majority vote of a quorum consisting of Directors who were not parties to such claim, action, suit or proceeding, present or voting, shall find that the Director, officer, employee or agent has met the standard of conduct set forth in Section 2 hereof, or (b) if no such quorum of the Board exists, or if a quorum of disinterested Directors so directs, independent legal counsel selected by such disinterested Directors or, if they so direct, by any Judge of the United States District Court for the Northern District of Georgia, Atlanta Division, at the request of either the Association or the person seeking indemnification, shall deliver to the Corporation their written opinion that such Director, officer, employee or agent has met such standards. Notwithstanding the foregoing, no Director, officer, employee or agent who was or is a party to any action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of this or such other association, corporation, partnership, joint venture, trust or other enterprise shall be indemnified in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association unless and except to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.

11.4 Advance of Expenses. Expenses incurred with respect to the defense of any claim, action, suit or proceeding of the character described in Section 2 of this Article XI may be advanced by the Association prior to the final disposition thereof upon receipt of (a) a written affirmation of the recipient’s good faith belief that he or she has met the standard of conduct described in Section 2 of this Article XI and (b) a written undertaking by or on behalf of the recipient to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification under this Article.

11.5 Rights of Indemnification Cumulative. The rights of indemnification and advancement of expenses provided by or granted pursuant to this Article XI shall be in addition to any rights to which any such Director, officer, employee or agent may otherwise be entitled under any Bylaw, resolution or agreement otherwise permitted by applicable law, specifically or in general terms approved by the Board of Directors, acting by majority vote a quorum, present or voting, consisting of Directors not parties to the claim, action, suit or proceeding to which such indemnification or advancement of expenses relates and shall be in addition to the power of the Association to purchase and maintain insurance on behalf of any such Director, officer, employee or agent against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, regardless of whether the Association would have the power to indemnify him or her against such liability under this Article or otherwise.

ARTICLE XII

AMENDMENTS

The Bylaws may be amended, altered or repealed, in whole or in part by the affirmative vote of a two-thirds (2/3) majority of the then members of the Board of Directors at any annual meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose.

ARTICLE XIII

FISCAL YEAR

The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

ARTICLE XIV

DISSOLUTION

In case the Association shall be dissolved, all assets, funds and proceeds of the Association, after the payment of all debts, obligations, charges and accounts of the Association, shall be distributed equally to the then paid-current Full Membership. Assets held by the Association upon condition requiring return, transfer, or conveyance to a particular person or entity upon the Association’s dissolution shall be returned, transferred, or conveyed in accordance with such requirements.

ARTICLE XV

MISCELLANEOUS

15.1 Acceptance of Consideration The Director(s) or any officer(s) or agent(s) of the Association to whom such authority may be delegated by the Board of Directors, may accept on behalf of the Association any contribution, gift, grant, donation or bequest for general purposes or for any special or restricted purposes not inconsistent with the purposes within the exempt purposes of the Association.

15.2 Books and Records The Association shall keep correct and complete books and records of its accounts, minutes of meetings of the Board of Directors and its committees, and all valuable papers and documents of the Association at its principal office. Books and records of the Association may be inspected by any Director, for any proper purpose at any reasonable time in the office where maintained; provided, however, the Board of Directors shall determine which books and records, if any, shall not be open for inspection by the Directors.

15.3 Seal The Corporate Seal shall be in such form as the Board of Directors may from time to time determine. An impression of the initial seal is affixed to this page of the Bylaws.

I hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors of Corinth Hills Estates subdivision on this _____ day of _______________.

(Name), (Title)

[Corporate Seal]