BY Ð LAWS OF FOREST HEIGHTS HOMEOWNERS ASSOCIATION Revised October 3, 2001 ARTICLE ONE NAME The Name of the organization shall be the Forest Heights Homeowners Association (the "Association"). ARTICLE TWO PURPOSE The purpose of the Association shall be to protect, preserve, and enhance the quality of life in the Forest Heights Neighborhood. ARTICLE THREE BOUNDARIES OF THE FOREST HEIGHTS NEIGHBORHOOD The Forest Heights Neighborhood (the "Neighborhood") shall consist of the fourteen (14) streets in the geographic area bordered on the West by the Highland Memorial Cemetery, on the North by Interstates I-40/75, on the South by north side of Sutherland Avenue between Forest Hills Boulevard and Highland Hills Boulevard, and on the East by Forest Hills Boulevard. The Neighborhood shall be comprised of the residential houses on the following streets: Circle Hill Drive, Highland Hills Drive, Forest Heights Drive, Red Oak Lane, Jomandowa Lane, Ridgeway Lane, East Summit Circle, West Summit Circle, Sharon Road, Forest Hills Boulevard, Sutherland Avenue (on the north side between Forest Hills Boulevard and Highland Hills Boulevard), Bolling Lane, and by the condominiums in Forestwood Court Condominiums located on Macbeth Way and in The Sutherlands Condominiums located on Heather Court. ARTICLE FOUR MEMBERSHIP 4.1 The Association shall consist of homeowners living within the boundaries of the Neighborhood as defined in Article Three. Individuals living in rental residential properties shall be allowed to attend Association functions and shall be given a vote, provided they have the written consent of the propertyÕs owner. 4.2 Membership in the organization can be denied by the Board to any homeowner known to have acted or encouraged activities contrary to the purposes of the Association. 4.3 There shall be no set amount of dues for membership in the Association. Operating funds for the activities of the Association shall be solicited by the Board on a voluntary basis from Members. The Board shall yearly review and suggest a minimum amount for donations. These donations shall be used for the activities and projects sponsored and approved by the Board. 4.4 When the Board determines that an issue involving the Neighborhood needs to be decided by the membership, a general meeting of the Membership shall be called and convened by the Board or a ballot shall be placed in the neighborhood newsletter and the vote of a majority of the Members voting in person or by ballot shall decide the issue. ARTICLE FIVE NON-PROFIT STATUS The Association shall function as a non-profit organization qualified for incorporation at any time the Membership may desire. ARTICLE SIX THE BOARD, TERMS OF OFFICE AND DUTIES 6.1 The Association shall be governed by a Board of Directors (the "Board"). All members of such Board shall be resident homeowners of the Neighborhood. 6.2 The Board shall be composed of an elected President, an appointed Treasurer, and seven (7) street representatives elected by ballot by the residents of those street designations, and two (2) street representatives at-large. (The seven (7) street designations having been created to provide equal representations for the residents on the fourteen (14) streets.) 6.3 Terms of office: 6.3.1 Committee Chairpersons, including the head of the Beautification Committee, shall serve for the term of one (1) year beginning with the fiscal year in September and may serve unlimited consecutive terms with the annual approval of the Board. 6.3.2 Terms of service for all Board Members shall be for two (2) years beginning from October 1 through September 31 on odd years. 6.4 Duties of the Board: 6.4.1 It shall be the duty of the Board to approve the yearly budget, to set Association goals, to make policy, to see to the proper functioning of the Association and to call any necessary meetings of the Membership of the Association. 6.4.2 It shall be the duty of the Board to elect officers and committee chairpersons from candidates, who are residents of the Neighborhood, which may be submitted by (1) a Board appointed nominating committee composed of no less than three persons (not to include the current president), (2) volunteer candidates, and (3) candidates which may be submitted by the Membership. 6.5 The Board shall make rules for the conduct of its business and may appoint such committees or assistants, from time to time, as it deems necessary. ARTICLE SEVEN OFFICERS AND THEIR DUTIES 7.1 The Board shall consist of the elected president and nine (9) elected representatives, and the appointed treasurer. 7.2 The nine (9) representatives are voted on by the general Membership. The Neighborhood shall be divided so that there are seven (7) street designations to elect representatives and two (2) elected by the general Membership as representatives-at-large. It shall be the street representativeÕs responsibility to have someone from his/her street to attend Board meetings when he/she is unable to attend to insure that his/her neighbors will be kept informed of the BoardÕs decisions. 7.3 The Board shall elect from its membership a vice-president and a secretary. 7.4 The Board shall appoint a treasurer who is a voting member of the Board. The treasurer may be selected from the general Membership. 7.5 Duties: 7.5.1 It shall be the duty of the President to preside at all Board meetings, to insure that all directives and actions of the Board are properly carried out, to co- ordinate all the activities of the organization and to publish, or to have published a minimum of two (2) newsletters during his/her term of office. The President shall also be a voting member of all committees formed by the Board. 7.5.2 It shall be the duty of the Vice-president to assist the President in his/her duties and to assume the Presidency if, for any reason, the acting President is unable to perform his/her duties. 7.5.3 It shall be the duty of the Secretary to accurately record the actions and decisions of all duly called and convened meetings of the Board. The secretary shall keep roll at all Board meetings. 7.5.4 It shall be the duty of the Treasurer to oversee the financial affairs of the Association. The Treasurer shall provide a yearly written report between the 1st and 15th of September to the incoming President. An end of year financial report will be given orally at the September general membership meeting that will include the funds available and disbursements of all committees. A written copy of the report will be available upon request by a member of the Association. ARTICLE EIGHT MEETINGS, QUORUM, VOTING REMOVAL AND RESIGNATION 8.1 There shall be a minimum of four (4) Board meetings a year. One scheduled for each quarter of the calendar year. As many additional meetings as necessary will be held to properly conduct the business of the Association. 8.1.1 The first yearly Board meeting shall include the presentation of a projected annual budget by the President for approval by the Board. 8.1.2 The last Board meeting of the year shall include the presentation of a financial report to the Board by the President or Treasurer of the Association. 8.1.3 Election of the nominating committee shall take place no later than by the end of the second quarter of the calendar year. 8.2 At least two (2) general membership meetings shall be held each year. The first in March and the second in September. Other general membership meetings shall be called giving two (2) weeks written notice to the Membership. 8.3 At all meetings of the Board, Board-appointed committee, and general membership meetings, a majority of the number of Board and or committee members then serving and /or general membership present shall constitute a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. The need for a quorum applies to the Board and to committee meetings; it does not apply to general membership meetings. 8.4 The vote of the majority of the members present at a meeting at which a quorum is present shall be the act of the Board or any committee. 8.5 Any Board member may be removed with cause, if deemed necessary, at any time and his/her successor elected by the vote of three-fourths (3/4) of the then serving Board members. 8.6 Board members may resign at any time upon written notification to the President. ARTICLE NINE DUTIES AS TO THE FUNDS OF THE ASSOCIATION AND ITS COMMITTEES 9.1 Disbursements from the income or from the assets of the Association for uses or purposes outlined in these By-Laws shall be made by order of the Board. 9.2 Any funds or assets of any find or nature whatsoever which may be acquired by the Association from any source whatsoever may be deposited or transferred by the Board for the purpose of management and investment to any bank or banks in Knoxville, Tennessee. 9.3 Any contribution to the Association through any means whatsoever shall not be complete until accepted by the Association through action of the Board, and the Board shall have full authority to refuse to accept any contribution for any reason deemed adequate or sufficient to the Board, including but not limited to the specification of a use of, or a restriction on the use of, and/or any contribution which conflicts with the purposes of the Association. 9.4 The Board may authorize any officer or agent of the Association by resolution to enter into any contract or execute and deliver any instrument in the name of the Association, and no officer, Board member, member of the general Association, agent or employee shall have any power or authority to request any funds, grants or donations in the name of the Association without the authorization of the Board. 9.5 Two (2) signatures shall be required on all checks dispersed by the Association. One being that of the president and the second being that of the Treasurer. 9.6 The fiscal year shall run from October1 through September 31. ARTICLE TEN Subject to the limits set forth in these By-Laws, there shall be no business transactions of any kind conducted in the name of the Association without the approval of the Board. ARTICLE ELEVEN MISCELLANEOUS 10.1 The Board of the Association only shall have the authority to publish the official Forest Heights Homeowners Association Newsletter and/or Website, and must approve any correspondence or newsletters, including website changes, to the Membership from any and all of the functioning committees. 10.2 There shall be a minimum of two (2) Association newsletters in each fiscal year. The first newsletter shall notify the Membership of newly elected officers and members of then Board who will be serving the Association during the coming year. 10.3 The last newsletter of the fiscal year shall be distributed to the Membership before the election of the President and street representatives for the coming year and shall request nominations and volunteers for those positions from the Membership of the Association. ARTICLE TWELVE PROCEDURE RobertÕs RULES OF ORDER shall govern the conduct of business at all meetings of the Association. ARTICLE THIRTEEN CHANGES TO THE BY-LAWS Changes to these By-Laws will be made by a three-fourths (3/4) vote by the Board or by a three-fourths (3/4) vote by the general membership. 1