BY-LAWS OF
HOWELL STATION NEIGHBORHOOD ASSOCIATION, INC.
A Domestic Nonprofit Corporation of the State of Georgia

Article I:

The name of this Corporation shall be Howell Station Neighborhood Association, Inc. The principle office of this Corporation shall be in Fulton County, Georgia. The Neighborhood shall be bounded by Mead Westvaco on the east, West Marietta Street on the north, Marietta Boulevard (aka. Southwest Connector) on the west and the Fulton County Jail on the south.

Article II: Ownership of Property

Section 1: This Corporation shall be a Nonprofit Membership Corporation of Trust Members as set forth in Article IV, Section 1, hereof and without capital stock.

Section 2: Except as provided hereinafter, the ownership of the property of this Corporation shall vest in the membership there of jointly but not severally. In the event of the dissolution of the Corporation as a charitable organization, its assets, after payment of its debts, shall be distributed and used for charitable, nonprofit purposes. Including but not limited to the purpose of promoting the common good and general improvement of the Howell Station neighborhood and the City of Atlanta and upon the affirmative vote of three-fourths of Trust Members of Howell Station Neighborhood Association, Inc. at a duly called and constituted meetings for such purpose.

Article Ill:

The Purpose of the Corporation shall be to promote the common good and general improvement of the Howell Station neighborhood and improve the overall appearance and condition of land and housing in the Howell Station neighborhood including preserving the natural environment and historic residential character.

Article IV: Membership

Section 1: The members of this Corporation shall consist of all Trust Members, as defined herein. Trust Members shall consist of any adult person who lives within the boundaries of the Howell Station neighborhood. Such adult persons shall become active Trust

Membership begins as soon as dues are paid and residency is verified. For the purpose of these by-laws and the Corporation's Articles of Incorporation, the term "Trust Member" shall mean those adult persons who agree to join in and support the Corporation's charitable purposes.

Section 2: Residential membership dues shall be $25.00 per household, per annum. No one shall be denied membership for inability to pay. Those unable to pay may petition the Board of Directors for membership.

Section 3: A quorum of Trust Members shall consist of one half of the total Trust Members plus one.

Section 4: Associate Members shall be those persons who own property in but do not live in the Howell Station neighborhood as described in Article I.

Article V: Board of Directors

Section 1: General Powers
The Board of Directors shall manage the business and affairs of the Corporation. The powers of the Corporation shall be vested in the Board of Directors.

Section 2: Number, Tenure and Annual Meeting
The Board of Directors shall consist of no less than nine (9) and no more than twenty (20)Trust Members of the Corporation. Nomination and election of the Board of Directors shall be held at the Annual Meeting. Directors must reside within the boundaries of Howell Station. The Annual Meeting is to be held on the second Tuesday of November. The number of Directors maybe increased or decreased at any time by a unanimous decision of the Board, but the number of Directors may never be less than nine (9) or greater than twenty (20). Each Director shall serve a term of one (1) year, commencing immediately upon his or her election.

Section 3: Voting
Unless otherwise provided for in the by-laws, only Directors present at a meeting are entitled to vote; the majority of Directors present shall carry any motion. There shall be no voting by proxy. A voting Director who knows or with reasonable investigation should know that they have a direct or indirect financial interest (any interest which shall yield a monetary or other material benefit) or personal interest (any interest arising from relationships with immediate family or from business, partnership or corporate association) in any matter or decision pending before the Association shall not vote for or against said matter but shall publicly disclose such interest prior to the determination of the matter.

Section 4: Regular Meeting
A regular meeting of the Directors shall be held a minimum of bimonthly on the second Tuesday of every other month. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. Meetings shall be open for audit by any member of the Corporation. Members who audit these meeting shall not vote, speak or in any way delay the proceedings. General Membership meetings shall be.held at least quarterly.

Section 5: Special Meetings
Special Meetings of the Directors may be called by or at the request of the President or any five Directors. The person or persons authorized to call Special Meetings of the Directors may fix the time and place for holding any Special Meeting of Directors called by them and they must notify all Board Members of such meeting twenty four (24) hours in advance.

Section 6: Manner of Acting
A quorum shall consist of one half of the total Board Members plus one. A quorum must be . present for a meeting to occur. Motions may carry with one half of the total Directors present plus one unless stipulated otherwise herein.

Section 7: Removal of Members of the Board of Directors
Any Director who misses three meetings without an excused absence may be removed from the Board by a two-thirds vote of the Board.

Section 8: Resignation
A Director may resign at any time by giving written notice to the Board, the President or Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer.

Section 9: Compensation
No compensation shall be paid to Directors, as such, for their service. Nothing herein contained shall be construed to preclude a Director from serving the Corporation in any capacity and receiving reasonable compensation thereof

Section 10: Committees
The Board, by resolution, may designate from among the Corporation's members the following committees: a Nominating Committee, a By·Laws Committee and Ad-Hoc Committee as needed. Each such committee shall serve at the pleasure of the President.

Section 11: Nominating Committee
There is hereby created a Nominating Committee of the Board of Directors, which shall consist of at least one (1) Director, as shall be chosen by the President. The Nominating Committee shall work to prepare as late of candidates for the Board of Directors to be presented no less than 30 days prior to the Annual Meeting.

Section 12: By-Laws Committee
There is hereby created a By-Laws Committee of the Board of Directors, which shall consist of at least four (4) Directors, as shall be chosen by the President. The By-Laws Committee shall work closely with the President in connection with the development, implementation, and review of the organization's rules, practices, procedures, and regulations as consistent with corporate operating purposes.

Section 13: Ad-Hoc Committee
The President, on an as needed basis, shall create Ad-Hoc Committees. Each Ad-Hoc Committee shall consist of at least one (1) Director, as shall be chosen by the President.

Article VI: Officers

Section 1: Number
The Officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. Such other officers and assisting officers, as deemed necessary, may be elected or appointed by the Directors.

Section 2: Election and Term of Office
The Officers of the Corporation shall be elected annually in November. Each Officer shall hold office for one (1) year or until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed, in the manner hereinafter.

Section 3: Removal
Any Officer or Agent elected or appointed by the Directors may be removed by two-thirds vote by the Directors whenever in their judgment the best interest of the Corporation would be best served thereby, but such removal shall be without prejudice.

Section 4: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

Section 5: President
The President shall be the principle Executive Officer of the Corporation and, subject to the control of the Directors shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the Directors. He or she may sign, with the Secretary or any other proper Officer of the Corporation thereunto authorized by the Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where such signing and execution thereof shall expressly be delegated by the Directors or by the By-Laws to some other Officer or Agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the Office of the President and such other duties as may be prescribed by the Directors from time to time. Only Trust Members who have served on the Board for at least two (2) terms are eligible to be elected President.

Section 6: Vice-President
In the absence of the President or in the event ofhis or her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Directors. Only Trust Members who have served on the Board for at least one (1) term are eligible to be elected Vice President.

Section 7: Secretary
The Secretary shall keep the minutes of the Director's meetings, see that all notices are given in accordance with the provision of these By-Laws or as required by the Board, be custodian of all corporate records and of the seal of the Corporation, certify the presence of a quorum, and in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned to him or her by the President or by the Directors.

Section 8: Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds, properties and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these By-Laws unless otherwise designated, by resolution, to another agent of the Corporation; register with the Georgia Secretary of State annually; and in general perform all the duties as from time to time may be assigned to him or her by the President or by the Directors. The Treasurer maintains a list of active members of the Association.

Article VII: Contracts, Loans, and Expenditures by Officers

The Officers of this Corporation are hereby authorized and directed to take such action as may be necessary to execute contract, incur debt or create liens binding this Corporation as may be authorized by the Directors.

It shall not be necessary for corporate action by the membership of the Corporation to authorize the expenditure of the usual and ordinary operating expenses and benevolences of said Corporation, which expenditures for the ordinary and necessary expenses and benevolences and for the expenditure of the ordinary collections have been approved by the Directors.

Article VIII: Indemnification

Whereas, the Georgia Nonprofit Corporation Code has been amended so as to permit the inclusion in Articles of Incorporation of Georgia Nonprofit Corporations of the provision eliminating or limiting the liability of Directors to the Corporation or its members for monetary damages in certain circumstances; and

Whereas, the Board of Directors believes that the high cost and uncertainty of maintaining adequate Directors liability insurance may have an adverse effect on the ability of the Corporation to attract and retain qualified persons to serve as Directors; and

Whereas, the Board of Directors believes that adoption of the following proposed amendment to the Articles of Incorporation will benefit the Corporation by enabling the Corporation to continue to attract and retain well qualified Directors; and

Now, therefore, be it resolved, "The Board of Directors of the Corporation shall not be personally liable to the Corporation or it's members for monetary damages for breach of fiduciary duty as Director, except for liability (1) for any appropriation, in violation of his or her duties, of any business opportunity of the Corporation, (ll) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (III) for any transaction from which the Director derived an improper personal benefit. If the Georgia Nonprofit Corporation Code hereafter is amended to authorize the further elimination of the liability of Directors, then the liability of Directors of the Corporation, in addition to the limitation on personal liability of Directors provided herein, shall be limited to the fullest extent permitted by the amended Georgia Nonprofit Corporation Code. The provision of this paragraph shall not apply with respect to acts or omissions occurring prior to the effective date of this Article XVI. Any repeal or modification of this paragraph by the Directors of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or modification."

Further resolved, that the appropriate Officers of the Corporation be and hereby are authorized and directed to execute any and all documents and take any and all other action deemed by them to be necessary or desirable in order to carry into effect the foregoing resolution, including without limitation the execution on behalf of the Corporation and filing with the Secretary of State of Georgia of Articles of Amendment in accordance with Georgia law.

Article IX: Amendments

These By-Laws may be altered or repealed and new By-Laws adopted by the Directors. Notice of the meeting to amend the By-Laws shall be given at least two (2) weeks prior to the calendar date.

Article X: Corporate Seal

The corporate seal of this Corporation shall consist of an emblem that contains the title, "Howell Station Neighborhood Association, Inc.".

These By-Laws were adopted by a majority vote of the Board of Directors this, the 14 day of March 2006.