Cartecay River Estates

The Declarant proposes to subdivide the property into lots for sale to the general public. By this Declaration, Declarant intends to establish certain covenants, conditions and restrictions (referred to collectively as the “restrictions”) on the lots for the benefit and protection of the future and present owners of the lots and for the establishment and maintenance of sound values for the lots. The restrictions herein are intended to run with the land, and to insure to the benefit of and be binding on each interest so conveyed or reserved and all parties having or acquiring any right, title, interest or estate therein. The restrictions herein are intended to be mutually enforceable by and upon all such parties, which shall include the Declarant, his heirs, successors, and assigns. It is the Declarant’s intention that this Declaration, the real property subject hereto and the homeowners association created in accordance herewith be governed by the Georgia Property Owners’ Association Act.

1. This Declaration shall be applicable to those subdivided lots (the “Lots”), roads and other improvements which appear on the final plat for Cartecay River Estates (the “Plat”) denominated with a lot number on the Plat, which is filed of record in the office of Superior Court of Gilmer County. This Declaration shall also be applicable to lots in any past or future phase of said subdivision, the deeds to which bear express reference to this Declaration. Nothing herein shall be construed as an obligation on the part of the Declarant to subject other phases or lots in the subdivision to this Declaration.

2. The lots subject to this Declaration shall be used for residential purposes only; no commercial activity shall be conducted. [Stricken by Amendment Three, 04/27/2019, and replaced by a new Paragraph 16 below.] No more than one dwelling will be placed on a Lot; and no Lot shall be further subdivided.

3. No dwelling will be less than 1400 square feet, with at least 1000 square feet on the ground floor of finished, heated living space, exclusive of porches, carports, garages, patios, etc. Each dwelling shall be built on a permanent foundation. Construction of the exterior of a dwelling shall be completed within 12 months of commencement, and all dwellings, including any garage, shall be constructed with an attractive siding. With the exception of foundations, no building shall be constructed of concrete block, and all roofs shall have customary pitch. All exterior concrete or poured concrete shall be covered by rock, stucco, or other decorative material. No commercial, short-wave, or other type of antennae shall be permitted, with the exception of ordinary television antennae. Satellite dishes shall be kept in the back yard or behind a screen acceptable to the Association. All yards shall be kept in a clean and attractive fashion. All construction shall be performed in strict compliance with state and local laws, regulations, codes and ordinances. Any Damage or disturbance to a road or water system in the subdivision in connection with construction or other activity on a lot shall be the responsibility of the owner of such lot. Such owner shall, at a minimum, restore the road and water system, as nearly as practicable, to its former condition, at such owner’s sole expense. Proper culverts or tiles shall be installed under all driveways, which shall have an asphalt, concrete, or all-weather gravel surface. No silt or other drainage arising directly or indirectly from construction shall be permitted to enter upon the lot of another owner. Any violation of any land disturbance ordinance or law, or other land use regulation, shall be a violation hereof. [Amendment Two, 01/21/2011 added the following: “It shall be the responsibility of each owner and occupant to prevent the development of any unclean, unsightly, or unkempt condition on such Owner’s Lot. Lots shall be kept in a clean and attractive fashion, including removal and disposal of overgrowth, brush and other vegetation on unimproved Lots.”] [Amendment two stricken by Amendment Three, 04/27/2019, and replaced by a new Paragraph 15, below.]

4. No mobile homes, or manufactured or pre-fabricated houses shall be placed on any Lot. The location of recreational vehicles on Lots shall be subject to regulation by the Association (as described below), as the same may be amended from time to time. Motor homes, recreational vehicles, campers, boats or boat trailers or like equipment shall not be permitted on any lot on a permanent basis (not to exceed forty-eight (48) consecutive hours) unless such vehicle is kept in an enclosed space approved by the Association and screened from the street; or kept behind a dwelling; and shall be subject to the further restrictions and limitations which may be imposed by the Association. No semi-tractors or other commercial vehicles shall be parked on or adjacent to a lot, except for vehicles used to commute to and from work. No structure of a temporary character such as abasement, trailer, lean-to, tent, shack, garage, barn or other outbuilding shall be used as a residence at any time. [Foregoing Stricken by Amendment Three, 04/27/2019][New paragraph 4 added by Amendment Three, 04/27/2019] No mobile homes, or manufactured or pre-fabricated houses shall be placed on any lot. No structure of a temporary character such as a lean-to, trailer, tent, shack, garage, barn, or any other outbuilding shall be used as a residence at any time.

Vehicles may only be parked in garages, driveways on Lots, designated parking spaces, or other areas authorized in writing by the Board. Vehicles may not be parked on any grass or landscaped areas on Lots. Disabled and stored vehicles are prohibited from being parked in the Community, except in garages. For purposes of this subparagraph, a vehicle shall be considered "disabled" if it does not have a current license tag or is obviously inoperable. A vehicle shall be considered "stored" if it remains in the Community, other than in a garage, without being moved for 14 consecutive days or longer without prior written consent of the Board.

Boats, jet-skis, trailers (including, but not limited to landscape trailers), recreational vehicles, motor homes, campers, and like vehicles are prohibited from being parked in the Community on a permanent basis (not to exceed forty eight (48) consecutive hours), except: (1) in garages or in an enclosed space as approved by the Board and screened from the street; or (2) if kept behind a dwelling and not visible from the street directly in front of the home.

Buses, taxis, hearses, limousines, panel trucks, trucks with a cargo-load capacity in excess of one ton, full-size cargo vans (excluding vans used by handicapped persons, mini-vans or sport utility vehicles used as passenger vehicles and receiving a “car” or “passenger vehicle” classification by the Georgia Department of Motor Vehicles), vehicles containing visible evidence of commercial use (such as tool racks, ladders, or ladder racks, pipe racks), and vehicles with commercial writings on their exteriors (except for law enforcement vehicles marked as such) are also prohibited from being parked in the Community unless approved by the Board. Before granting parking approval for this class of vehicles, the Board will consider whether the vehicle will be: (1) kept in a garage or in an enclosed space as approved by the Board and screened from the street; (2) kept behind a dwelling and not visible from the street directly in front of the home; and/or (3) if the vehicle is used to commute to and from work.

Service vehicles may be parked in the community on a temporary basis during daytime business hours or during emergencies for the purpose of serving a Lot. The Board may establish additional rules regarding vehicles and parking in the Community, which may include restrictions on the number of vehicles which may be parked in the Community.

If any vehicle is parked in the Community in violation of this Paragraph or the Association's rules, the Board or agent of the Association may tow or boot the vehicle after 24 hours written notice. Such notice shall: (1) be placed on the vehicle; (2) specify the nature of the violation; (3) warn of possible towing or booting; and (4) state the name and telephone number of a person to contact regarding the violation. If 24 hours after such notice is placed on the vehicle the violation continues or thereafter occurs again within six months of such notice, the Board or agent of the Association may have the vehicle towed or booted in accordance with the original notice and without further notice. If a vehicle is parked in a fire lane, is blocking another vehicle or access to another Owner's or Occupant's Lot or dwelling, is obstructing the flow of traffic, or otherwise creates a hazardous condition, no notice shall be required and the vehicle may be towed or booted immediately.

The Association has no liability for any towing or booting in accordance with this subparagraph. Each Owner and Occupant hereby releases and holds harmless the Association, its Directors, Officers, agents and representatives, for any claim or damage from any such towing or booting. The Association's right to tow or boot is in addition to, and not in limitation of all other rights of the Association, including the right to assess fines.

5. The establishment, maintenance and use of all Lots with regard to the disposal of sewerage and effluent shall be done in strict compliance with the currently existing State and County Health regulations. In particular, no outside toilets shall be allowed on any Lot, and no waste or effluent shall be permitted to enter any streams. All sanitary arrangements must be inspected and approved by local or State Health Officers.

6. No animals or fowl shall be kept on any Lot except ordinary household pets, which must be confined, unless such pet is on a leash or under the direct supervision of the owner or his agent.

7. No mass removal of trees will be allowed unless such is necessary for construction, or to prevent a hazard. Furthermore, no large trees shall be removed from the property except in connection with the reasonable requirements of construction and landscaping, or where such trees are dead, damaged or present a hazard.

8. Declarant for itself, and its successors and assigns, reserves easements for the installation and maintenance of all utilities and drains along a strip of land twelve and one-half (12 ½) feet in width contiguous to all Lot lines and subdivision boundaries, and as may be shown on the Plat. Declarant for himself, and his successors and assigns reserves the right of ingress and egress to such areas for the purpose of maintaining, installing, and operating any of the above-mentioned utilities and drains. All utility wires and cables shall be installed underground. Certain Lots described on the Plat are entitled to the use of water from the wells which are shown on the Plat, subject to a reasonable charge therefor; and the owners of such Lots shall have an easement necessary for the proper enjoyment of such right.

9. No noxious activity shall be carried on on any Lot or parcel of land, nor shall anything be done thereon which shall become an annoyance or nuisance to the neighborhood, including but not limited to loud music or vehicle engines.

10. No Lot or other area in the subdivision shall be used as a dumping ground for rubbish, trash, garbage or other waste, including, but not limited to, junk vehicles of any sort and household waste; and shall be kept clean and in sanitary condition. No stumps or debris from clearing or excavation shall be buried or disposed of on a Lot.

11. Lot owners in the subdivision, by acceptance of a deed or by entering into a contract for the purchase of a lot in the subdivision shall become members of the Cartecay River Estates Property Owners Association [Amendment One, 01/21/2011 amended to read “Cartecay River Homeowners Association] [Amendment One Ratified by Amendment Three, 04/27/2019] (“Association”), a non-profit Georgia corporation, and covenant and agree to pay to the Association annual membership dues and such special assessments (collectively, the “Dues and Assessments”) as may hereafter be charged by the Association in accordance with its charter and by-laws. For a period of two (2) years from the filing date of this Declaration or until such time as the Declarant shall sell or otherwise dispose of seventy-five (75%) per cent of the lots in the subdivision, whichever shall first occur, the Declarant shall be entitled to appoint the directors of the Association. Such period of developer control may be shortened (but not lengthened) at the election of the Declarant. At the expiration of such period, the directors of the Association shall be elected by the owners of the lots on the basis of one vote per lot. Nothing herein shall be construed as limiting the right of the Declarant to exercise any vote to which it may be entitled by virtue of its ownership of lots. Notwithstanding the provisions of O.C.G.A $44-3-226, during the period of developer control, this Declaration may be amended by a two-thirds vote of the lots entitled to vote, including any votes to which the Declarant is entitled by virtue of its ownership of lots.

The Dues and Assessments shall be used by the Association for the purpose of maintaining roads and water system within the subdivision and any entrance structure or security gate, if any, and related equipment, and for other purposes which may from time to time be authorized by the Board of Directors of the Association. IT SHALL BE THE RESPONSIBILITY OF THE ASSOCIATION TO KEEP THE ROADS IN THE SUBDIVISION IN PROPER MAINTENANCE AND REPAIR. The Declarant shall have the right to turn over the roads and/or water system in the subdivision at any time upon completion to applicable specifications.

The Dues and Assessments, together with charges, interest, costs and reasonable attorney’s fees, in the maximum amount permitted by law, shall be a lien upon the Lot against which Dues and Assessments are made on the date thereof. Such amounts shall also be the personal obligation of the person or entity who was the owner of the Lot on said due date. Each owner shall be liable for his or her portion of each assessment coming due while he or she is owner of a Lot and his or her grantee shall be jointly and severally liable for such portions thereof as may be due and payable at the time of conveyance.

Any assessments not paid when due shall be delinquent. Any assessment delinquent for a period of more than ten (10) days shall incur a late charge of 10% of the amount due. Said amount together with the late charge shall accrue interest at the maximum allowable rate. In the event that the assessment remains unpaid after sixty (60) days, the Association may, as the board shall determine, institute suit to collect such amounts and to foreclose its lien. Each owner, by his or her acceptance of a deed to a Lot, vests in the Association or its agents the right and power to bring all actions against him or her personally for the collection of such charges as a debt or to foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The lien herein shall be subject to any security interest securing a bona fide purchase money loan or refinancing thereof made previous t the date of the attachment of said loan.

12. The Association shall have the authority to review any and all plans for the installation or construction of improvements upon any Lot. No Lot owner shall engage in such installation or construction (including exterior additions or alterations) without the prior written approval of the Association; provided, however, that any application upon which a decision is not made by the Association within thirty (30) days of application shall be deemed approved. The Association shall have the authority to reject any plan which does not, in the reasonable discretion of the Association, represent standards appropriate for the subdivision. The Association may likewise reject any plan if the Association reasonably finds that such plan would create aesthetic values which would adversely impact the monetary or common aesthetic value of other Lots.

13. a. This Declaration shall insure to the benefit of and shall be enforceable by (i) the Declarant, so long as it is an owner, (ii) the Association, and (iii) each Owner of a lot in the subdivision. b. In the event of a violation or breach of any restriction contained in this Declaration the Association shall give written notice by certified mail to the Owner setting forth in reasonable detail the nature of such violation or breach and the specific action or actions needed to be taken to remedy such violation or breach. If the Owner shall fail to take reasonable steps to remedy such violation or breach within thirty (30) days after the mailing of said written notice, then the Association (or the Declarant, acting on its behalf during the period of developer control) shall have the Right of Abatement. c. The Right of Abatement means the right of the Association, through its agents and employees, to enter at all reasonable times upon any lot or structure thereon, as to which a violation, breach or other condition to be remedied exists, and to take the actions specified in the notice to the Owner to abate, extinguish, remove, or repair such violation, breach or other condition which may exist thereon contrary to the provisions hereof, without being deemed to have committed a trespass or wrongful act solely by reason of such entry and such actions, provided such entry and such actions are carried out according to the provisions of this article, and with the cost thereof including the costs of collection including reasonable attorney’s fees. Nothing herein shall be deemed to affect or limit the rights of Declarant, the Association or any Owner to enforce the terms and provisions hereof by appropriate judicial proceedings in the form of injunctive relief or otherwise. Any invalidation of one or more of the terms and provisions herein shall not affect the enforceability of the remaining terms and provisions.

14. An invalidation of one or more of these covenants or restrictions shall in no way effect any of the remaining provisions herein, which shall thereafter remain in full force and effect.

15. [Added by Amendment Three, 04/27/2019] Each owner of a Lot shall maintain and keep his or her Lot and dwelling in good repair, condition and order. This maintenance obligation shall include, but not be limited to, the entire dwelling and all outbuildings, roofs, gutters, downspouts, exterior building surfaces, foundations and foundation walls, windows, doors, trees, shrubs, grass, walks, walls and other improvements on the owner’s Lot and shall include routine, regular and ongoing mowing of grass, mulching of plantings, removal of dead limbs and other guidelines that the Board of Directors may establish. Lawn maintenance is a year-round requirement with some seasons requiring more attention than others. Regardless of the season, a neat appearance must be maintained. All lawns shall be regularly mowed. All non-grassed areas shall be kept weeded and/or mulched to present a neat appearance. Such maintenance shall be performed consistent with this Declaration and the community-wide standard established pursuant hereto. Each owner shall perform his or her responsibility hereunder in such manner so as not to unreasonably disturb other Lot owners.

If the Board of Directors determines that any owner of a Lot has failed or refused to discharge properly his or her maintenance, repair or replacement obligations pursuant to this Paragraph, then the Association shall give the owner written notice of: (1) the owner's failure or refusal; (2) the Association's right to provide necessary maintenance, repair, or replacement at the owner's sole cost and expense; and (3) the maintenance, repair, or replacement deemed necessary by the Board. Unless the Board determines that an emergency exists or a violation is re-occurring for which notice previously has been issued hereunder, the owner shall have 15 days within which to complete maintenance or repair, or if the maintenance or repair is not capable of completion within such time period, to commence replacement or repair within 15 days. If the Board determines that an emergency exists, a violation is re-occurring for which notice has been previously issued hereunder or an owner has not complied with the demand given by the Association hereunder, the Association may provide any such maintenance, repair or replacement, the costs of which shall be a specific special assessment against the owner and the Lot pursuant with this Declaration and Official Code of Georgia Annotated (“O.C.G.A.”) §44-3-225(a) Georgia Property Owners Association Act which shall be fully incorporated into this Declaration.

16. [Added by Amendment Three, 04/27/2019] Each Lot shall be used for residential purposes only, and no trade or business of any kind may be conducted in or from a Lot or any portion of Cartecay River Estates, except that the owner or occupant residing in a dwelling on a Lot may conduct ancillary business activities within the dwelling so long as:

(a) the existence or operation of the business activity is not apparent or detectable by sight, sound, or smell from outside of the dwelling;

(b) the business activity does not involve visitation or deliveries to the Lot by employees, clients, customers, suppliers, couriers, mail carriers, or other business invitees in greater volume than would normally be expected for a Lot without business activity;

(c) the business activity does not involve use of the Association owned property, except for necessary access to and from the Lot by permitted business invitees or when the business use in an authorized lease where the occupants are assigned all use rights to the Association’s common property which shall be any and all property owned by the Association (“Common Property”);

(d) the business activity is legal and conforms to all zoning requirements for Cartecay River Estates;

(e) the business activity does not increase any insurance premium paid by the Association or otherwise negatively affect the Association's ability to obtain insurance coverage; and

(f) the business activity is consistent with the residential character of the Cartecay River Estates and does not constitute a nuisance or a hazardous or offensive use, or threaten the security or safety of other owners or occupants, as determined in Board of Director’s discretion.

Notwithstanding the foregoing, the rental/lease of a Lot for less than 12 months shall be deemed a prohibited business use unless said Owner has a Grandfathered Permit for leasing as set forth in Paragraph 18.

The Association has no liability for any business activity in the Cartecay River Estates. The Association also has no liability for any action or omission by it, its Directors, Officers, agents, representatives and/or vendors, that may adversely impact an owner’s or occupant’s business activity. Each owner and occupant hereby releases and holds harmless the Association, its Directors, Officers, agents, representatives and/or vendors, for any interruption or suspension of, or any damages to, any business activities conducted on a Lot. Owners and occupants shall obtain whatever supplemental insurance may be necessary to protect their business assets, business continuity and business interests on their Lots. The Association is not obligated to obtain any insurance coverage for any owner’s or occupant’s business activity.

The term "business," as used in this provision, shall include, without limitation, any occupation, work or activity that involves the provision of goods or services to persons other than the provider's family for a fee, compensation, or other form of consideration, regardless of whether: (i) such activity is engaged in full or part-time; (ii) such activity is intended to or does generate a profit; or (iii) a license is required therefore.

17. [Added by Amendment Three, 04/27/2019] All Owners, Occupants and their guests shall comply with the Association Legal Documents (this Declaration and all exhibits hereto, the Bylaws, the Articles of Incorporation, the plats and all rules and regulations and architectural guidelines for the Association, all as may be supplemented or amended. The Association, and in an appropriate case, one or more aggrieved Owners, may take action to enforce the terms of the Association Legal Documents directly against all Violators (any Owner who violates the Association Legal Documents and any Owner's family member, guest or Occupant who violates such provisions; provided, however, if an Owner’s family member, guest or Occupant violates the Association Legal Documents, the Owner of the relevant Lot also shall be considered a Violator). Notwithstanding anything herein to the contrary, the Owner of the Lot is always ultimately responsible for his or her own actions and the actions of all family members, Occupants and guests of such Lot. Further, any aggrieved Owner or Occupant may also proceed independently for relief from interference with his or her personal or property rights against a Person violating the Association Legal Documents.

In the event of a violation of the Association Legal Documents, the Association shall have the power to take any or all of the following actions separately or simultaneously; provided, however, all suspensions and fines shall comply with the procedures described below and nothing herein shall authorize the Association or the Board to deny ingress and egress to or from a Lot: (a) Suspend all Violators’ rights to use the property owned by the Association; (b) Suspend the voting rights of a violating Owner; (c) Impose reasonable fines against all Violators in an amount not less than $25 per day for an ongoing violation, which shall constitute a lien on the violating Owner’s Lot; (d) Use self-help to remedy the violation;(e) Bring an action for permanent injunction, temporary injunction and/or specific performance to compel the Violator to cease and/or correct the violation; and (f) Record in the Gilmer County land records a notice of violation identifying any uncured violation of the Association Legal Documents regarding the Lot.

Except as provided below, before imposing fines or suspending right to use the Association owned property or the right to vote, the Association shall give a written violation notice to the Violator as provided below. The written violation notice to the Violator shall: (i) Identify the violation, suspension(s) and/or fine(s) being imposed; and (ii) Advise the Violator of the right to request a violation hearing before the Board of Directors to contest the violation or request reconsideration suspension(s) or the fine(s) to be held in executive session with a reasonable opportunity to be heard by the Board. Notwithstanding the Violator's right to request a violation hearing, suspension(s) and/or fine(s) shall commence on the date of the written violation notice, unless a later date is specified in such notice. All requests for a violation hearing must be submitted to the Board of Directors in writing within 15 days from the date of the Association’s notice of violation or the right to request said hearing shall be waived.

No violation notice or violation hearing shall be required to: (1) impose late charges on delinquent assessments; (2) suspend a violating Owner’s voting rights if the Violator’s Lot is shown on the Association’s books and records to be more than 30 days past due in any assessment or charge, in which case suspension of the violating Owner’s right to vote shall be automatic and shall continue until the violation no longer exists or the Board of Directors otherwise reinstates such rights in writing; (3) suspend a Violator’s right to use the Association owned property if the Violator’s Lot is shown on the Association’s books and records to be more than 30 days past due in any assessment or charge, in which case suspension of the Violator’s right to use the Association owned property shall be automatic; (4) Engage in self-help in an emergency; (5) Impose fines for each day of a continuing violation, in which case, each day the violation continues or occurs again constitutes a separate violation and fine(s) may be imposed on a per diem basis without any further notice to the Violator; or (6) impose fines if the same violation occurs again on the same Lot, in which case fine(s) may be imposed on a per diem basis without any further notice to the Violator.

In addition to all other enforcement rights granted herein, the Board of Directors may elect to enforce any provision of the Association Legal Documents by self-help without the necessity for compliance with the Suspension and Fining Procedures described above. By way of example and not limitation, the Association or its duly authorized agent shall have the authority to enter a Lot to abate or remove any structure, thing or condition that violates the Association Legal Documents. Unless an emergency exists, before exercising self-help, the Association shall give the Violator at least two days prior written notice for vehicle issues and ten days prior written notice for all other issues. Such notice shall request that the Violator remove and abate the violation and restore the Lot to substantially the same condition that existed prior to the structure, thing or condition being placed on the Lot and causing the violation. Such removal, abatement and restoration shall be accomplished at the Violator’s sole cost and expense. If the same violation occurs again on the same Lot, the Association may exercise self-help without any further notice to the Violator.

In any action taken by the Association to enforce the Association Legal Documents, the Association shall be entitled to recover from the Violator, any and all costs incurred by the Association, including but not limited to attorneys’ fees actually incurred, all of which shall constitute a lien against the violating Owner’s Lot. The Board of Directors has the sole discretion to decide which, if any, enforcement action to pursue against each Violator. The failure of the Board to enforce any provision of the Association Legal Documents shall not be deemed a waiver of the right of the Board to do so thereafter. No right of action shall exist against the Association for failure to enforce if the Board of Directors determines that the Association’s position is not strong enough to justify taking enforcement action, a particular violation is not of such a material nature as to be objectionable to a reasonable person, a particular violation is not of such a material nature to justify the expense and resources to pursue or continue to pursue enforcement action, the aggrieved owner or occupant asserting a failure of enforcement has not independently pursued all available individual remedies under Georgia law, or the Association enforces only against an Owner for the violation of the owner’s family member, guest or occupant or the Association does not enforce against the Owner and enforces only against the violating family member, guest or occupant.

18. [Added by Amendment Three, 04/27/2019] In order to preserve the character of the Cartecay River Estates community as a predominantly owner-occupied community, and to comply with the eligibility requirements for financing in the secondary mortgage market, the Leasing of Lots for under 12 months is prohibited (leasing 12 months and over is permitted subject to the provisions of (c) below), except by the Association and as otherwise may be provided herein.

(a) Definitions.

(i) "Leasing or Renting" shall mean the regular, exclusive occupancy of a Lot by any person(s) other than:

(A) the Owner, or a parent, child or legal spouse of an Owner (collectively referred to as “Authorized Occupant”);

(B) an Authorized Corporate Occupant (defined below); or

(C) one (1) roommate of an Authorized Occupant or Authorized Corporate Occupant, when the Authorized Occupant or Authorized Corporate Occupant occupies the Lot as their primary residence, as determined in the sole discretion of the Board based on any evidence requested from the Owner by the Board.

Notwithstanding the presence of an Owner, a person shall not be considered a roommate when that person’s access to the Lot is arranged through the services of Airbnb, VRBO, Craig’s List, or similar transient lodging companies or sources.

(ii) “Authorized Corporate Occupant” shall only be a single officer (but not an assistant officer), or the majority or 50% shareholder/member of an Owner that is a corporation; the majority or 50% member of an Owner that is a limited liability company; the majority or 50% member of an Owner that is a partnership; or a single beneficiary of an Owner that is a non-revocable trust; provided the Owner, or other interest holder in the Lot or in the Owner, does not receive any rent or other consideration for such Occupancy and provided further that, with the exception of a single beneficiary of an Owner that is a trust, the Authorized Corporate Occupant must perform a valid corporate/entity/partnership/association function(s) for the Owner that is unrelated to the Lot or the Authorized Corporate Occupant’s Occupancy thereof. A person’s designation as an Authorized Corporate Occupant shall terminate automatically upon the termination of such person's relationship with the entity holding record title to the Lot. Spouses and minor children only of an Authorized Corporate Occupant are authorized occupants of the Lot, regardless of whether each individual also independently qualifies as an Authorized Corporate Occupant.

(iii) "Grandfathered Owner" means an Owner who is lawfully leasing their Lot on the Amendment Effective Date. To qualify as a Grandfathered Owner, the Owner must, within 30 days of the Amendment Effective Date, provide the Board with a copy of the lease in effect on the Amendment Effective Date and/or a copy of the valid listing agreement for a short term rental program. Upon receipt of the lease, the Board shall issue a Grandfathering Permit. Grandfathering shall apply only to the Lot owned by such Grandfathered Owner on the Amendment Effective Date. Grandfathering shall automatically expire and any lease of the Lot shall automatically terminate on the date the Grandfathered Owner conveys title to the Grandfathered Lot to any Person (other than the Owner’s spouse).

(iv) "Grandfathered Lot" means the Lot owned by a Grandfathered Owner on the Amendment Effective Date.

(v) “Occupant” means any person who stays or remains at a Lot overnight. “Occupy” or “Occupancy” shall refer to the situation when a person, natural or otherwise, stays or remains at a Lot overnight. By way of example, but not in limitation, a person who is permitted access to a Lot using the services of Airbnb, VRBO or similar transient lodging company is considered an Occupant and the use of the Lot is considered an Occupancy.

(b) Authorized Permitted Leasing/Renting.

Leasing/Renting of Lots for a time period less than 12 months is allowed only by: (1) a Grandfathered Owner holding a Grandfathered Permit; (2) a non-Grandfathered Owner who has received a Hardship Permit as provided below; (3) any first Mortgagee as of the date this amendment is recorded who becomes the Owner of a Lot in satisfaction of its Mortgage, or (4) the Association.

Hardship Permits shall be valid only as to a specific Owner and Lot and shall not be transferable between either Lots or Owners (including a subsequent Owner of a Lot where such permit was issued to the Owner’s predecessor-in-title).

In its sole discretion, the Board may adopt, modify, amend and repeal Rules to accommodate and allow for periodic overnight guests. In addition to the foregoing, any Occupancy of a Lot pursuant to a written or oral lease or other tenancy relationship while an Authorized Occupant or Authorized Corporate Occupant resides at the Lot is prohibited, except that the Board of Directors may, in its sole discretion, approve such with regard to a parent, grandparent, child, grandchild, foster child, brother or sister of an Owner who is a natural person.

(i) Grandfathered Permits. To qualify as a Grandfathered Owner, the Owner must, within 30 days of the Amendment Effective Date, provide the Board with a copy of the lease in effect on the Amendment Effective Date and/or a copy of the valid listing agreement for a short term rental program. Upon receipt of the lease, the Board shall issue a Grandfathering Permit. Grandfathering shall apply only to the Lot owned by such Grandfathered Owner on the Amendment Effective Date. Grandfathering shall automatically expire and any lease of the Lot shall automatically terminate on the date the Grandfathered Owner conveys title to the Grandfathered Lot to any Person (other than the Owner’s spouse).

(ii) Hardship Permits. If the inability to lease/rent will result in an undue hardship to the Owner, then the Owner may seek to lease on a hardship basis, for a term not to exceed one year, by applying to the Board of Directors for a Hardship Permit. The Board may approve or deny an Owner’s request for a Hardship Permit at its discretion after considering the following factors: (1) the nature, degree, and likely duration of the hardship; (2) the harm, if any, which will result to the community if such permit is issued; (3) the number of outstanding Hardship Permits; (4) the Owner's ability to cure the hardship; and (5) whether previous Hardship Permits have been issued to such Owner; provided, however, a Hardship Permit shall not be issued to any Owner if the Lot is shown on the Association’s books and records to be more than 30 days past due in any assessment or charge or if the Owner is in violation of this Declaration, the Bylaws, or any Association rules and regulations.

A “hardship” as described herein shall include, but not be limited to, the following situations: (1) when the Board determines that an Owner must relocate their residence more than 60 miles from Cartecay River Estates and cannot, within six months from the date that the Lot was placed on the market, sell the Lot, except at a price below the current appraised market value, after having made reasonable efforts to do so; (2) when the Board determines that an Owner must temporarily relocate more than 60 miles from Cartecay River Estates for employment purposes and intends to return to reside in the Lot within one year; or (3) an Owner dies and the Lot is being administered by their estate.

Unless otherwise determined by the Board, a Hardship Permit authorizes an Owner to lease/rent the Lot once for a term not to exceed one (1) year. Additionally, Hardship Permits are not transferrable to new tenants, and will automatically expire and be revoked prior to the expiration of the one (1) year term upon the occurrence of any of the following: (a) the sale or transfer of the Lot to a third party (excluding sales or transfers to an Owner's spouse); (b) the failure of the Owner to timely pay any assessment owed to the Association, (c) the occupancy by the Owner, (d) the failure of an Owner to lease his or her Lot for ninety (90) consecutive days at any time after the issuance of such permit, or (e) the violation of the governing documents by the Owner and/or Occupant after written notice and a hearing with the Board of Directors. An Owner may apply for only one (1) additional Hardship Permit at the expiration or revocation of a previous one.

(c) General Leasing/Renting Provisions.

(i) Notice and Approval. All leases, including Grandfathered Owners, Hardship Permits, and those leases 12 or more months, shall be in writing and in a form approved by the Board of Directors prior to the effective date of the lease. At least ten (10) days before entering into a lease, the Owner shall provide the Board with: (1) a copy of the proposed lease; (2) the names, phone numbers, work locations and work phone numbers of the proposed tenants and all other occupants of the Lot; (3) the Owner’s primary residence address and phone number, work location and work phone number; and, (4) such other information required by the Board, as described herein. If the form of a lease is disapproved, the Board shall notify the Owner what changes are required to bring the lease into compliance with this Declaration, By-Laws or any rules and regulations promulgated thereto. Nothing herein gives the Board the right to approve or disapprove a proposed tenant; the Board's approval or disapproval shall be limited to the form of the proposed lease. Within 10 days after executing a lease for a Lot, the Owner shall provide the Board with a copy of the executed lease. Notwithstanding the above, in the event of a short term lease for a Grandfathered Owner, that Owner may provide the form lease utilized for all short term rentals for pre-approval by the Board for all future rentals and then provide the Board names and contact information for the lessees/tenants and description of authorized vehicles prior to the tenants’ occupancy of the Lot.

(ii) Lease/Rental Terms. Lots may be leased only in their entirety; no rooms or fractions of Lots may be leased without prior written Board approval. There shall be no subleasing of Lots or assignment of leases without prior written Board approval and/or with a Grandfathered Permit. All leases must be for an initial term of not less than one year, except with written Board approval. Rentals of a Lot or portion of a Lot on a short time basis such as Homeaway rentals, Airbnb rentals, VRBO rentals or other similar transient lodging company or source are strictly prohibited regardless of whether the Owner of the Lot is present during the rental period, unless such Lot Owner is granted a Grandfathered Permit.

(iii) Liability for Assessments; Compliance. The Owner must provide the tenant copies of this Declaration, Bylaws or any rules and regulations promulgated thereto. The following provisions are incorporated into each lease or occupancy of any Lot, whether or not expressly stated therein:

(A) Compliance with the Cartecay River Estates Legal Documents. All terms and conditions defined, described, and outlined within the Declaration of Covenants, Conditions and Easements, recorded on August 27, 1998, in Deed Book 620, Page 344, et seq., Gilmer County, Georgia Records (“Declaration”) are incorporated herein by this reference. The Owner and each tenant and Occupant shall comply with all such provisions of the Declaration, as well as the Bylaws, or any rules and regulations (the “Association Legal Documents”) of the Cartecay River Homeowners Association, Inc. (“Association”). The Owner and tenant also are responsible for violations by any Occupants and guests of the Lot; notwithstanding the fact that such Occupants are fully liable and may be sanctioned for any such violation.

If a Lot is leased/rented or occupied in violation of the Association’s Declaration, Bylaws, Articles of Incorporation, and/or rules and regulations (herein collectively referred to as the “Association Legal Documents”), or if the Owner, tenant, Occupant or any guest violates such Governing Documents, the Association’s Board of Directors shall be authorized to take all enforcement actions against the Owner, tenant and/or Occupant authorized under the Governing Documents, including, but not limited to fining the Owner and/or eviction of the tenants and Occupants as provided for herein below.

(B) Use of Association Property. The Owner transfers and assigns to the tenant, for the term of the lease, all rights and privileges the Owner has to use any of the Association Property and any facilities located thereon including, but not limited to use of the common area pathway and deck by the river.

(C) Liability for Assessments. The Owner and tenant acknowledge and understand that if Owner fails to pay an assessment or any other charge to the Association when due, the delinquent Owner consents to the assignment of any rent received from the tenant during the period of the delinquency. In such case, upon request by the Board, the tenant shall pay to the Association all unpaid assessments and other charges payable during and prior to the term of the lease and any other period of occupancy by the tenant. However, the tenant need not make such payments to the Association in excess of, or prior to the due dates for, monthly rental payments unpaid at the time of the Board's request. Owner acknowledges, understands and accepts that all such payments made by the tenant shall reduce, by the same amount, the tenant's obligation to make monthly rental payments to the Owner. The above provision shall not be construed to release the Owner from any obligation, including the obligation for assessments, for which he or she would otherwise be responsible.

(D) Enforcement. If a Lot is leased/rented or occupied in violation of the Governing Documents, or if the Owner, Occupant or guest violates the Governing Documents, such violation is deemed to be a default under the terms of this lease. In addition to all other remedies permitted by the Declaration, such default authorizes the Owner and/or the Association, as the Owner’s delegate and attorney-in-fact, to terminate this lease and/or occupancy and to evict all Occupants, without liability, in accordance with Georgia law, and/or to assess per diem fines until such time as the violation is cured. The Association also may require the Owner to evict the Occupants for any such violation.

IN WITNESS WHEREOF, the undersigned does set hand and seal. CARTECAY RIVER ESTATES, INC. (S)__John_ Reece______(SEAL)

BYLAWS of CARTECAY RIVER HOMEOWNERS ASSOCIATION, INC.

ARTICLE I

Name and Location

The name of the corporation is CARTECAY RIVER HOMEOWNERS ASSOCIATION, INC., a Georgia non-profit corporation, hereinafter referred to as the “Association.” The principal office of the corporation shall be located in the county of Gilmer, Georgia, but meetings of members and directors may be held at such places within or without the state of Georgia as may be designated by the Board of Directors.

ARTICLE II

Association: Membership, Meetings, Quorum, Voting, Proxies

Section 1. Membership. The Association shall be owned by its membership, which shall be composed of owners of lots in the Cartecay River Estates subdivision in Gilmer County, Georgia.

Section 2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors.

Section 3. Annual Meetings. The first meeting of the Members of the Association, whether a regular or special meeting, shall be held within one (1) year from the date of the incorporation of the Association. Subsequent regular annual meetings shall be set by the Board so as to occur at least ninety (90) but not more than one hundred twenty (120) days before the close of the Association’s fiscal year on a date and at a time set by the Board of Directors.

Section 4. Special Meetings. The president may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by a majority of a quorum of the Board of Directors or upon a petition signed by Members representing at least ten (10%) percent of the total votes of the Association. The notice of any special meeting shall state the date, time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 5. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not less than ten (10) days nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers of persons calling the meeting.

In the case of a special meeting or when required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.

If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid.

Section 6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting in person or by proxy shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting, of which proper notice was given, is raised before the business is put to a vote.

Section 7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business that might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.

The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided Members representing five (5%) percent of the total votes of the Association remain in attendance, and provided further that any action taken is approved by at least a majority of the Members required to constitute a quorum.

Section 8. Voting. Each member shall be entitled to one vote. Owners of property owned jointly or in concert with others, or by a partnership, trust or corporation, shall be treated as a single Member and shall designate one person to vote on behalf of such owners. No member who is delinquent in the payment of dues shall be entitled to exercise the right to vote.

Section 9. Proxies. Members may vote in person or by proxy provided any such proxy is signed, dated, and filed with the Secretary of the Association prior to the meeting for which it is valid.

Section 10. Majority. As used in these By-Laws, the term “majority” shall mean those votes, owners, or other group as the context may indicate totaling more than fifty (50%) percent of the total number voting.

Section 11. Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of Members representing at least ten (10%) percent of the total vote of the Association shall constitute a quorum at all meetings of the Association.

Section 12. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.

Section 13. Action Without a Meeting. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if written consent setting forth the action so taken has been solicited from all Members entitled to vote with respect to the subject matter thereof, and all such members responding so consent. Any such consent shall have the same force and effect as a unanimous vote of the Members. [Stricken by Amendment, 04/27/2019, and replaced by the following new Section 13:] In the Board’s discretion, any action that may be taken by the Owners at any annual or special membership meeting may be taken without a meeting by written ballot or written consent as provided below.

(a) Written Ballot.

A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the vote cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the vote of approval equals or exceeds that which would be required to approve the matter at a meeting at which the total vote cast was the same as the vote cast by ballot.

All solicitations for votes by written ballot shall: (a) indicate the number of responses needed to meet the quorum requirements: (b) state the percentage of approvals necessary to approve each matter, other than election of Directors; and (c) specify the time by which such ballot must be received by the Board of Directors in order to be counted. A ballot may not be revoked. The Association shall maintain such ballots in its file for at least three years.

Except for amendments to recorded Association legal documents that become effective upon recording, and except for actions that specifically set a later effective date, approval of any action taken by written ballot shall be effective upon the receipt of the affirmative vote necessary to take such action.

(b) Written Consent.

Approval by written consent shall be valid only when the affirmative written consents received equals or exceeds the vote that would be required to approve the matter at a meeting. Consents shall be filed with the minutes of the membership meetings.

Except for amendments to recorded Association legal instruments that become effective upon recording, and except for actions that specifically set a later effective date, approval of any action taken by written consent shall be effective 10 days after sending the notice of approval described below.

(c) Notice to Members of Approval.

If an action of the Association membership is approved by written ballot or written consent, the Board of Directors shall issue notice of such approval to all Owners.

ARTICLE III

Board of Directors; Number, Powers, Meetings

A. Composition and Selection.

Section 1. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one (1) vote. Directors shall be Members or spouses of such Members. In the case of an Owner which is a corporation or partnership, the person designated in writing to the secretary of the Association as the representative of such corporation or partnership shall be eligible to serve as a director.

Section 2. Number of Directors. The number of directors in the Association shall be not more than nine (9) as provided by a majority vote of the Members.

Section 3. Nomination of Directors. The Board of Directors may implement means of nominating directors as it shall see fit.

Section 4. Election and Term of Office. The Directors shall be chosen by the Members at the annual meeting of the Members, and shall serve for a period of one (1) year, or until successors are qualified.

Section 5. Removal of Directors and Vacancies. Members may be removed, with or without cause, by the vote of Members holding a majority of the votes entitled to be cast for the election of such director. Any Director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall then and there be elected by the Members to fill the vacancy for the remainder of the term of such director.

Any director who is delinquent in the payment of any assessment or other charge due the Association for more than thirty (30) days may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term. In the event of the death, disability, or resignation of a director, a vacancy may be declared by the board and it may appoint a successor.

B. Meetings.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors. Notice of the time and place of the meeting shall be communicated to directors not less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any three (3) directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the director or to a person at the director’s office or home who would reasonable be expected to communicate such notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given at the director’s telephone number or sent to the director’s address as shown on records of the Association. Notices sent by first class mail shall be mailed at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting.

Section 8. Waiver of Notice. The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent t holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Section 9. Quorum of Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, the majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

Section 10. Compensation. No director shall receive any compensation from the Association for acting as such unless approved by Members representing a majority for the total vote of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors.

Section 11. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book of meetings of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and all transactions and proceedings occurring at such meetings.

Section 12. Open Meetings. Subject to the provisions of Section 16 of this Article, all meetings of the Board shall be open to all Members, but the Members other than directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak. The Board may adjourn any meeting and reconvene in executive session excluding Members other than directors, to discuss matters of a sensitive nature such as potential or pending litigation, personal matters, etc.

Section 13. Action Without a Formal Meeting; Conference Call Meetings. Action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors. Such consent shall have the same force and effect as a unanimous vote. A member or members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment, by means of which all directors participating in the meeting can hear each other. Such participation shall constitute presence in person at such meeting.

C. Powers and Duties.

Section 14. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association’s affairs and, as provided by law, may do all acts and things as are not by these Bylaws directed to be done and exercised exclusively by the Membership.

The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors.

In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to and shall be responsible for the following, in way of explanation, but not limitation:

(a) establishing the amount of the yearly, special and other assessments to defray the Association expenses, establishing the means and methods of collecting such assessments, and establishing the period of the annual assessment;

(b) providing for the operation, care, upkeep, maintenance and improvement of the roads and entrance; provided that no expenditure of greater than $500 (amended to $1000 in 2016) shall be made without the prior approval of a majority of the Members;

(c) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds for the purposes of the Association;

(d) opening of bank accounts on behalf of the Association and designating the signatories required;

(e) enforcing by legal means the provisions of these Bylaws and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association;

(f) obtaining and carrying insurance against casualties and liabilities, and paying the premium cost thereof.

D. Indemnification. Each director, officer, employee or agent of the Association, and each person who at its request has served as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Association against those expenses which are allowed by the laws of the State of Georgia and which are reasonable incurred in connection with and action, suit or proceeding, completed, pending or threatened, in which such person may be involved by reason of his having been a director, officer, employee or agent of the Association or of such other enterprise. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed herein. The Association may purchase and maintain insurance on behalf of any such directors, officers, employees or agents against liabilities asserted against such persons whether or not the Association would have the power to indemnify such directors, officers, employees or agents against such liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by members or by an insurance carrier, the Association shall provide notice of such payment to the members in accordance with the provisions of the laws of the State of Georgia. For purposes of this Section, references to ”the Association” shall include, in addition to the new or surviving corporation, any merging or consolidating corporation (including any merging or consolidating corporation of a merging or consolidating corporation) absorbed in a merger or consolidation so that any person who is or was a Director, officer, employee, or agent of such merging or consolidating corporation, or is or was serving at the request of such merging or consolidating corporation as a director, officer, employee or agent of another corporation partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would as if he had served the resulting or surviving corporation in the same capacity.

ARTICLE IV

Officers

Section 1. Officers. The officers of the Association shall be a President, Secretary, and Treasurer, to be elected from among the Members of the Board. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election, Term of Office, and Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members, as set forth in Article III. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.

Section 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for financial recordkeeping, paying debts and banking.

Section 5. Resignation. An officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the 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 be effective.

Section 6. Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts, deed, leases, checks, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.

ARTICLE V

Miscellaneous

Section 1. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors. In the absence of a resolution, the fiscal year shall be the calendar year.

Section 2. Parliamentary Rules. Except as may be modified by Board resolution, Robert’s Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Georgia law, the Articles of Incorporation, or these Bylaws.

Section 3. Conflicts. If there are conflicts between the provisions of Georgia law, the Article of Incorporation and these Bylaws, the provisions of Georgia law, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.

Section 4. Books and Records.

(a) Inspection by Members and Mortgagees. The Bylaws, membership register, books of account and minutes of meetings of members, the Board, and committees shall be made available for inspection and copying by any Mortgagee, Member of the Association, or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place as the Board shall prescribe.

(b) Inspection by Directors. Every Director shall have an absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and a copy of relevant documents at the expense of the Association.

Section 5. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by U.S. Mail, first class postage prepaid.

(a) if to a Member, at the address which the Member has designated in writing and filed with the Secretary; or

(b) if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated by notice in writing to the Members pursuant to this section.

Section 6. Amendment. These Bylaws may be amended only by the affirmative vote or written consent or any combination thereof, of Members representing a majority of the total votes of the Association.

CERTIFICATION

I, the undersigned, do hereby certify:

That I am the duly elected Secretary of Cartecay River Homeowners Association, Inc., a Georgia non-profit corporation;

That the forgoing Bylaws constitute the Bylaws of said Association, as duly adopted by and with the consent of the Members.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 1st day of August, 1998.

/s/ Rachel Reece Secretary